YELP INC — Regulatory Filings 2017

Mar 2, 2017

As filed with the Securities and Exchange Commission on March 1, 2017 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 2012 Employee Stock Purchase Plan, As Amended (Full title of the plan) _______

Laurence Wilson Senior Vice President & General Counsel 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 Cooley LLP 101 California Street, 5 th Floor San Francisco, California 94111 (415) 693-2000

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	☒	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting
company)	Smaller reporting company	☐

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
Common Stock, par value
$0.000001 per share
—	2012 Equity Incentive
Plan, As Amended	5,560,088	(2)	$ 33.36	(3)	$ 185,456,735.24	(3)	$ 21,494.44
—	2012 Employee Stock
Purchase Plan, As Amended	1,588,596	(4)	$ 28.35	(5)	$ 45,039,476.64	(5)	$ 5,220.08
Total		7,148,684		-		$ 230,496,211.88		$ 26,714.52

| (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 Common Stock that become issuable under the plans 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 Common
Stock. |
| --- | --- |
| (2) | Represents shares of 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, 2017 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) 7% 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 $33.36 per share, the average of the high and low prices of the
Registrant’s Common Stock on February 24, 2017 as reported on the New York
Stock Exchange. |
| (4) | Represents shares of Common Stock that were
automatically added to the shares reserved for issuance under the
Registrant’s 2012 Employee Stock Purchase Plan, as amended (the “2012
ESPP”), on January 1, 2017 pursuant to an “evergreen” provision contained
in the 2012 ESPP. Pursuant to such provision, the number of shares
reserved for issuance under the 2012 ESPP will automatically increase on
January 1 st of each
year, starting on January 1, 2013 and continuing through January 1, 2022,
by the lowest of (i) 2% of the total number of shares of the Registrant’s
capital stock outstanding on December 31 st of the preceding calendar year, (ii)
5,000,000 shares of Common Stock, or (iii) a number determined by the
Registrant’s board of directors. |
| (5) | Estimated in accordance with Rule 457(c) and
(h) solely for the purpose of calculating the registration fee on the
basis of 85% of $33.36 per share, the average of the high and low prices
of the Registrant’s Common Stock on February 24, 2017 as reported on the
New York Stock Exchange. Under the terms of the 2012 ESPP, which plan is
incorporated by reference herein, the purchase price of the shares of
Common Stock issuable thereunder will be 85% of the fair market value of
the Common Stock on the last day of the offering
period. |

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering (i) an additional 5,560,088 shares of Common Stock of Yelp Inc. (the “Registrant”) issuable pursuant to the Yelp Inc. 2012 Equity Incentive Plan, as amended (the “2012 Plan”), and (ii) an additional 1,588,596 shares of Common Stock of the Registrant issuable pursuant to the Yelp Inc. 2012 Employee Stock Purchase Plan, as amended (the “2012 ESPP”). These additional shares of 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 Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of each of the 2012 Plan and 2012 ESPP, 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 and 2012 ESPP, previously filed with the Securities and Exchange Commission on March 19, 2012 (File No. 333-180221), March 26, 2013 (File No. 333-187545), October 31, 2013 (File No. 333-192016), March 3, 2014 (File No. 333-194260), February 27, 2015 (File No. 333-202332), February 24, 2016 (File No. 333-209683) and May 6, 2016 (File No. 333-211198);

(b) The description of the Registrant’s Common Stock contained in a registration statement on Form 8-A/A filed with the Securities and Exchange Commission on September 23, 2016 (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, 2016, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the Securities and Exchange Commission on March 1 , 2017; and

(d) The Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2017.

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	Certificate of
Retirement.	8-A/A	001-35444	3.1	9/23/2016
3.2	Amended and Restated Certificate of Incorporation of Yelp
Inc.	8-A/A	001-35444	3.2	9/23/2016
3.3	Amended and Restated Bylaws of
Yelp Inc.	S-1/A	333-178030	3.4	2/3/2012
4.2	Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.3	Form of Common Stock
Certificate.	8-A/A	001-35444	4.1	9/23/2016
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	2012
Equity Incentive Plan, as amended.	8-K	001-35444	10.1	9/23/2016
99.2	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
99.3	2012
Employee Stock Purchase Plan, as amended.	8-K	001-35444	10.2	9/23/2016

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 1st of March, 2017.

YELP INC.
By:	/s/ Charles
Baker
	Charles Baker
	Chief Financial
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 Charles Baker 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	March 1, 2017
Jeremy Stoppelman	(Principal Executive Officer)
/s/ Charles Baker	Chief Financial Officer	March 1, 2017
Charles Baker	(Principal Financial and Accounting Officer)
/s/ Diane Irvine	Chairperson	March 1, 2017
Diane Irvine
/s/ Fred Anderson	Director	March 1, 2017
Fred
Anderson
/s/ Geoff Donaker	Director	March 1, 2017
Geoff Donaker
/s/ Peter Fenton	Director	March 1, 2017
Peter Fenton
/s/ Robert Gibbs	Director	March 1, 2017
Robert Gibbs
/s/ Jeremy Levine	Director	March 1, 2017
Jeremy Levine
/s/ Mariam Naficy	Director	March 1, 2017
Mariam Naficy

EXHIBIT INDEX

		Incorporated by
Reference			Herewith
Exhibit
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Certificate of
Retirement.	8-A/A	001-35444	3.1	9/23/2016
3.2	Amended and Restated Certificate of Incorporation of Yelp
Inc.	8-A/A	001-35444	3.2	9/23/2016
3.3	Amended and Restated Bylaws of
Yelp Inc.	S-1/A	333-178030	3.4	2/3/2012
4.2	Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.3	Form of Common Stock
Certificate.	8-A/A	001-35444	4.1	9/23/2016
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	2012
Equity Incentive Plan, as amended.	8-K	001-35444	10.1	9/23/2016
99.2	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
99.3	2012
Employee Stock Purchase Plan, as amended.	8-K	001-35444	10.2	9/23/2016