Globant S.A. — Regulatory Filings 2022

Jul 18, 2022

S-8 1 tm2220944d1_s8.htm FORM S-8

As filed with the Securities and Exchange Commission on July 18, 2022

Registration No. 333-

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

| GLOBANT
S.A. | |
| --- | --- |
| (Exact name of registrant as specified in its charter) | |
| Grand Duchy of Luxembourg | Not Applicable |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 37A, Avenue J.F. Kennedy L-1855, Luxembourg | |
| (Address, including zip code, of Principal Executive Offices) | |
| GLOBANT
S.A. 2014 EQUITY INCENTIVE PLAN | |
| (Full title of the plans) | |
| Globant, LLC 875 Howard Street, Suite 320 San Francisco, California 94103 Attn: Nicolás Avila (877) 215-5230 | Christopher C. Paci Stephen P. Alicanti DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020-1104 (212) 335-4500 |
| (Name, address, telephone number, including area code, of agent for service) | (Copies to) |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) relates to the registration of an additional 1,600,000 common shares, nominal value $1.20 per share (the “Common Shares”), of Globant S.A. (the “Registrant”). The Common Shares are securities of the same class and relate to the same employee benefit plan, the Globant S.A. 2014 Equity Incentive Plan, as amended, as those registered pursuant to the Registrant’s Registration Statements on Form S-8 (File Nos. 333-201602 and 333-211835), filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 20, 2015 and June 3, 2016 , respectively, as well as the Registrant’s Registration Statement on Form S-8 (File No. 333-232022), filed with the Commission on June 7, 2019 , as amended by Post-Effective Amendment No. 1, filed with the Commission on May 24, 2021 (collectively, the “Prior Registration Statements”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference, except that provisions contained in Part II of such Prior Registration Statements are modified as set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents which have been filed by the Registrant with the Commission are incorporated herein by reference:

(a)	Annual Report on Form 20-F (File No. 001-36535) for the year ended December 31, 2021, filed with the Commission on February 28, 2022;
(b)	Reports of Foreign Private Issuer on Form 6-K furnished to the Commission on March 15, 2022 (including Exhibit 99.1 thereto), March 30, 2022 , April 22, 2022 and June 15, 2022 , and the unaudited condensed interim consolidated statement of comprehensive income, unaudited condensed interim consolidated statements of financial position, unaudited supplemental non-IFRS financial information and schedule of supplemental information contained in the press release attached as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished to the Commission on May 19, 2022 ; and
(c)	The description of the Common Shares contained
in the Registration Statement on Form 8-A (File No. 001-36535), filed with the Commission on July
11, 2014 , and any amendment filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement, in each case, subsequent to the initial filing date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any subsequently filed document that also is deemed to be incorporated by reference in this Registration Statement, modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.

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Item 8. Exhibits.

EXHIBIT NUMBER	DESCRIPTION
3.1	Amended Articles of Association, dated January 25, 2022 (incorporated by reference to Exhibit 1.1. to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021 filed by the Registrant on February 28, 2022)
5.1	Opinion of Arendt & Medernach S.A., Luxembourg counsel for the Registrant, regarding the legal validity of the Common Shares being registered on this Registration Statement
23.1	Consent of Arendt & Medernach S.A. (contained in Exhibit 5.1)
23.2	Consent of Price Waterhouse & Co. S.R.L.
23.3	Consent of Deloitte & Co. S.A.
24.1	Power of Attorney (included on signature page)
99.1	Globant S.A. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8, dated January 20, 2015 (File No. 333-201602 ))
99.2	Amendment No. 1 to the Globant S.A. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8, dated June 3, 2016 (File No. 333-211835))
99.3	Amendment No. 2 to the Globant S.A. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8, dated June 7, 2019 (File No. 333-232022))
99.4	Amendment No. 3 to the Globant S.A. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, dated May 24, 2021 (File No. 333-232022))
99.5	Amendment No. 4 to the Globant S.A. 2014 Equity Incentive Plan
107	Filing Fee Table

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Buenos Aires, Argentina, on July 18, 2022.

GLOBANT S.A.
By:	/s/ Juan Ignacio Urthiague
	Juan Ignacio Urthiague
	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Martín Migoya, Martín Gonzalo Umaran and Juan Ignacio Urthiague as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this Registration Statement on Form S-8 (including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Martín Migoya
Martín Migoya	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	July 18, 2022
/s/ Juan Ignacio Urthiague
Juan Ignacio Urthiague	Chief Financial Officer (Principal Financial Officer)	July 18, 2022
/s/ Yanina Maria Conti
Yanina Maria Conti	Chief Accounting Officer (Principal Accounting Officer)	July 18, 2022
/s/ Martin Gonzalo Umaran
Martín Gonzalo Umaran	Director and Chief Corporate Development Officer – President for EMEA	July 18, 2022
/s/ Guibert Andrés Englebienne
Guibert Andrés Englebienne	Director and President of Globant X and Globant Ventures – President for Latin America	July 18, 2022
/s/ Francisco Álvarez-Demalde
Francisco Álvarez-Demalde	Director	July 18, 2022

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/s/ Andrea Mayumi Petroni Merhy — Andrea Mayumi Petroni Merhy	Director	July 18, 2022
/s/ Philip A. Odeen
Philip A. Odeen	Director	July 18, 2022
/s/ Maria Pinelli
Maria Pinelli	Director	July 18, 2022
/s/ Linda Rottenberg
Linda Rottenberg	Director	July 18, 2022
/s/ Richard Haythornthwaite
Richard Haythornthwaite	Director	July 18, 2022

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement in the City of New York, State of New York, on July 18, 2022.

	/s/ Nicolás Avila
Name:	Nicolás Avila
Title:	Authorized Representative in the United States

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