YELP INC — Regulatory Filings 2014

Mar 3, 2014

As filed with the Securities and Exchange Commission on March 3, 2014 Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______

FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______

YELP INC. (Exact name of Registrant as specified in its charter)

Delaware	20-1854266
(State or other jurisdiction of
Incorporation or organization)	(I.R.S. Employer Identification
No.)

140 New Montgomery Street, 9 th Floor San Francisco, California 94105 (Address of principal executive offices) (Zip code) ______

2012 Equity Incentive Plan, As Amended (Full title of the plan) _______

Rob Krolik Chief Financial Officer Yelp Inc. 140 New Montgomery Street, 9 th Floor San Francisco, California 94105 (415) 908-3801 (Name and address of agent for service) (Telephone number, including area code, of agent for service) _______

Copies to:

| David G.
Peinsipp | Laurence
Wilson |
| --- | --- |
| Cooley
LLP | Senior Vice
President and General Counsel |
| 101 California
Street, 5 th Floor | Yelp
Inc. |
| San Francisco,
California 94111 | 140 New Montgomery
Street, 9 th Floor |
| (415)
693-2000 | San Francisco,
California 94105 |
| | (415)
908-3801 |

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

| Large accelerated
filer | x | | Accelerated filer | o |
| --- | --- | --- | --- | --- |
| Non-accelerated filer | o | (Do not check if a
smaller reporting company) | Smaller reporting
company | o |

CALCULATION OF REGISTRATION FEE

| | | Proposed — Maximum | Proposed
Maximum | |
| --- | --- | --- | --- | --- |
| Title of Securities | Amount to
be | Offering | Aggregate | Amount
of |
| to be
Registered | Registered(1) | Price per Share | Offering Price | Registration Fee |
| Class A Common Stock, par value | 2,834,979 (2) | $ 94.275 (3) | $ 267,267,645.23 (3) | $ 34,424.07 |
| $0.000001 per share | | | | |

| (1) | Pursuant
to Rule 416(a) promulgated under the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement shall also cover any
additional shares of Registrant’s Class A Common Stock that become
issuable under the plan set forth herein by reason of any stock dividend,
stock split, recapitalization, or other similar transaction effected
without receipt of consideration that increases the number of outstanding
shares of Registrant’s Class A Common Stock. |
| --- | --- |
| (2) | Represents
shares of Class A Common Stock that were automatically added to the shares
reserved for issuance under the Registrant’s 2012 Equity Incentive Plan,
as amended (the “2012 Plan”) on January 1, 2014 pursuant to an “evergreen”
provision contained in the 2012 Plan. Pursuant to such provision, the
number of shares reserved for issuance under the 2012 Plan automatically
increases on January 1 st of each year, starting on January 1,
2013 and continuing through January 1, 2022, by the lesser of (i) 4% of
the total number of shares of the Registrant’s capital stock outstanding
on December 31 st of the immediately preceding calendar year,
and (ii) a number determined by the Registrant’s board of
directors. |
| (3) | Estimated
in accordance with Rules 457(c) and (h) solely for the purpose of
calculating the registration fee on the basis of $94.275 per share, the
average of the high and low prices of the Registrant’s Class A Common
Stock on February 24, 2014 as reported on the New York Stock
Exchange. |

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,834,979 shares of Class A Common Stock of Yelp Inc. (the “Registrant”) issuable pursuant to the Yelp Inc. 2012 Equity Incentive Plan, as amended (the “2012 Plan”). These additional shares of Class A Common Stock are securities of the same class as other securities for which an original registration statement on Form S-8 (File No. 333-180221) was filed with the Securities and Exchange Commission on March 19, 2012. These additional shares of Class A Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the 2012 Plan, which provides that the total number of shares subject to such plan will be increased on the first day of each fiscal year pursuant to a specified formula.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

(a) The contents of the earlier registration statements on Form S-8 relating to the 2012 Plan, previously filed with the Securities and Exchange Commission on March 19, 2012 (File No. 333-180221), March 26, 2013 (File No. 333-187545) and October 31, 2013 (File No. 333-192016);

(b) The description of the Registrant’s Class A Common Stock contained in a registration statement on Form 8-A filed with the Securities and Exchange Commission on February 27, 2012 (File No. 001-35444) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description;

(c) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the Securities and Exchange Commission on March 3, 2014; and

(d) The Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2014.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of the Registrant or document that is not deemed filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS

		Incorporated by
Reference			Herewith
Exhibit
Number	Exhibit
Description	Form	File
No.	Exhibit	Filing
Date
3.1	Amended and Restated Certificate of Incorporation of Yelp
Inc.	8 -K	001-35444	3.1	3/9/2012
3.2	Amended and Restated Bylaws of Yelp Inc.	S-1 /A	333-178030	3.4	2/3/2012
4.1	Reference is made to Exhibits 3.1 and 3.2.
4.2	Form of Class A Common Stock Certificate.	S-1 /A	333-178030	4.1	2/3/2012
4.3	Form of Class B Common Stock Certificate.	S-1 /A	333-178030	4.2	2/3/2012
5.1	Opinion of Cooley LLP.				X
23.1	Consent of Cooley LLP (included in Exhibit 5.1).				X
23.2	Consent of Independent Registered Public Accounting
Firm.				X
24.1	Power of Attorney (included on signature page).				X
99.1	Fourth Amended and Restated Investor Rights Agreement, by and
between Registrant and the investors listed on Schedules I and II thereto, dated
January 22, 2010.	S-1	333-178030	10.1	11/17/2011
99.2	2012 Equity Incentive Plan, as amended.	8 -K	001-35444	10.1	6/11/2013
99.3	Form of Option Agreement and Grant Notice and RSU Award
Agreement and Grant Notice under the 2012 Equity Incentive Plan, as
amended.	S-1 /A	333-178030	10.17	2/3/2012

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 the City of San Francisco, State of California, on this 28 th of February, 2014.

YELP INC.
By:	/s/
Jeremy Stoppelman
	Jeremy Stoppelman
	Chief Executive
Officer

POWER OF ATTORNEY

K NOW A LL P ERSONS B Y T HESE P RESENTS , that each person whose signature appears below constitutes and appoints Rob Krolik and Laurence Wilson, and each or any one of them, his or her true and lawful attorney-in-fact and agent, 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, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Jeremy Stoppelman	Chief Executive Officer and
Director	February 28, 2014
Jeremy Stoppelman	(Principal
Executive Officer)
/s/ Geoff Donaker	Chief Operating Officer and
Director	February 28, 2014
Geoff Donaker
/s/ Rob Krolik	Chief Financial Officer	February 28, 2014
Rob Krolik	(Principal
Financial and Accounting Officer)
/s/ Max R. Levchin	Chairman	February 28, 2014
Max R. Levchin
/s/ Fred Anderson	Director	February 28, 2014
Fred Anderson
/s/ Peter Fenton	Director	February 28, 2014
Peter Fenton
/s/ Robert Gibbs	Director	February 28, 2014
Robert Gibbs
/s/ Diane Irvine	Director	February 28, 2014
Diane Irvine
/s/ Jeremy Levine	Director	February 28, 2014
Jeremy Levine
/s/ Mariam Naficy	Director	February 28, 2014
Mariam Naficy

EXHIBIT INDEX

		Incorporated by
Reference			Herewith
Exhibit
Number	Exhibit
Description	Form	File
No.	Exhibit	Filing
Date
3.1	Amended and Restated Certificate of Incorporation of Yelp
Inc.	8 -K	001-35444	3.1	3/9/2012
3.2	Amended and Restated Bylaws of Yelp Inc.	S-1 /A	333-178030	3.4	2/3/2012
4.1	Reference is made to Exhibits 3.1 and 3.2.
4.2	Form of Class A Common Stock Certificate.	S-1 /A	333-178030	4.1	2/3/2012
4.3	Form of Class B Common Stock Certificate.	S-1 /A	333-178030	4.2	2/3/2012
5.1	Opinion of Cooley LLP.				X
23.1	Consent of Cooley LLP (included in Exhibit 5.1).				X
23.2	Consent of Independent Registered Public Accounting
Firm.				X
24.1	Power of Attorney (included on signature page).				X
99.1	Fourth Amended and Restated Investor Rights Agreement, by and
between Registrant and the investors listed on Schedules I and II thereto, dated
January 22, 2010.	S-1	333-178030	10.1	11/17/2011
99.2	2012 Equity Incentive Plan, as amended.	8 -K	001-35444	10.1	6/11/2013
99.3	Form of Option Agreement and Grant Notice and RSU Award
Agreement and Grant Notice under the 2012 Equity Incentive Plan.	S-1 /A	333-178030	10.17	2/3/2012