S-8

As filed with the Securities and Exchange Commission on May 28, 2021

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

LOGO

VIASAT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   33-0174996

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

6155 El Camino Real

Carlsbad, California 92009

(760) 476-2200

(Address of Principal Executive Offices)

 

 

Viasat, Inc. 401(k) Profit Sharing Plan

(Full Title of the Plan)

 

 

Robert J. Blair, Esq.

Vice President, General Counsel and Secretary

Viasat, Inc.

6155 El Camino Real

Carlsbad, California 92009

(760) 476-2200

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

Craig M. Garner, Esq.

Latham & Watkins LLP

12670 High Bluff Drive

San Diego, California 92130

(858) 523-5400

 

 

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

 

  

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.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered (1)

 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

Common stock, $0.0001 par value

  2,000,000 shares   $47.53 (2)   $95,060,000   $10,372

 

 

(1)

Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Viasat, Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”). Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of common stock of Viasat, Inc., a Delaware corporation (“Viasat” or the “registrant”), that may be issued pursuant to the 401(k) Plan by reason of any stock split, stock dividend, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Viasat common stock.

(2)

The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of Viasat common stock as reported on the Nasdaq Global Select Market on May 21, 2021, because the offering price of the securities to be granted in the future is not currently determinable.

Proposed sales to take place as soon after the effective date of the registration statement

as awards granted under the above-named plan are granted, exercised and/or distributed.

 

 

 


EXPLANATORY NOTE

This registration statement on Form S-8 is filed by Viasat to register an additional 2,000,000 shares of Viasat common stock that may be contributed to the 401(k) Plan by Viasat in satisfaction of its company matching contribution obligations under the 401(k) Plan, which shares will be newly-issued shares. In accordance with Instruction E to Form S-8, the contents of the prior Form S-8 registration statements (Commission File Nos.  333-159708, 333-167379, 333-182015, 333-204440 and 333-231791) are incorporated herein by reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

Viasat hereby incorporates the following documents in this registration statement by reference:

 

  (a)

Viasat’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on May 28, 2021;

 

  (b)

Viasat’s Current Reports on Form 8-K filed with the SEC on April 1, 2021, April  30, 2021 and May 17, 2021;

 

  (c)

All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by Viasat’s Annual Report on Form 10-K referred to in clause (a) above;

 

  (d)

The description of Viasat common stock set forth in Viasat’s registration statement on Form 8-A filed with the SEC on November 20, 1996, including any amendment or report filed for the purpose of updating such description; and

 

  (e)

The 401(k) Plan’s Annual Report on Form 11-K for the fiscal year ended March 31, 2020 filed with the SEC on September 23, 2020.

In addition, all documents filed by Viasat pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing 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 into this registration statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be 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 incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.


Item 8.

Exhibits.

 

Exhibit         Incorporated by Reference    Filed

Number

  

Exhibit Description

  

Form

  

File No.

  

Exhibit

  

Filing Date

  

Herewith

  3.1    Second Amended and Restated Certificate of Incorporation of Viasat, Inc.    10-Q    000-21767    3.1   

November

14, 2000

  
  3.2    Second Amended and Restated Bylaws of Viasat, Inc.    8-K    000-21767    3.1   

December

4, 2012

  
  5.1    Opinion of Latham & Watkins LLP*                X
  5.2    Copy of Internal Revenue Service Opinion Letter Regarding Qualification of the Viasat, Inc. 401(k) Profit Sharing Plan under Section  401 of the Internal Revenue Code    S-8    333-231791    5.2   

May

29, 2019

  
23.1    Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm                X
23.2    Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto)                X
23.3    Consent of KBF CPAs LLP, Independent Registered Public Accounting Firm                X
24.1    Power of Attorney (see signature page)                X

 

*

In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5)(ii) of Regulation S-K with respect to the qualification of the 401(k) Plan, as amended to date, under Section 401 of the Internal Revenue Code of 1986, as amended (the “Code”), Viasat hereby undertakes that it will submit the 401(k) Plan to the Internal Revenue Service (“IRS”) in a timely manner when required and will make any and all changes required by the IRS in order to qualify the 401(k) Plan under Section 401 of the Code.


SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that the registrant 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 Carlsbad, State of California, on May 28, 2021.

 

Viasat, Inc.

By:

 

/s/ Richard Baldridge

 

Richard Baldridge

 

President, Chief Executive Officer and Director

Each person whose signature appears below hereby constitutes and appoints Richard Baldridge and Robert Blair, jointly and severally, his or her attorneys-in-fact, each with the full power of substitution, for him or her in any and all capacities, to sign this registration statement, and any amendments thereto (including post-effective amendments), 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 each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Richard Baldridge

Richard Baldridge

  

President, Chief Executive Officer and

Director

(Principal Executive Officer)

  May 28, 2021

/s/ Shawn Duffy

Shawn Duffy

  

Senior Vice President and Chief

Financial Officer

(Principal Financial and Accounting Officer)

  May 28, 2021

/s/ Mark Dankberg

Mark Dankberg

   Chairman of the Board of Directors   May 28, 2021

/s/ James Bridenstine

James Bridenstine

   Director   May 28, 2021

/s/ Robert Johnson

Robert Johnson

   Director   May 28, 2021

/s/ Sean Pak

Sean Pak

   Director   May 28, 2021

/s/ Varsha Rao

Varsha Rao

   Director   May 28, 2021

/s/ John Stenbit

John Stenbit

   Director   May 28, 2021

/s/ Theresa Wise

Theresa Wise

   Director   May 28, 2021


Pursuant to the requirements of the Securities Act, the Plan Administrator of the Viasat, Inc. 401(k) Profit Sharing Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on May 28, 2021.

 

Viasat, Inc. 401(k) Profit Sharing Plan

By:

 

/s/ Shawn Duffy

 

Viasat, Inc., as Plan Administrator’s Designee

 

By:

    

Shawn Duffy

Senior Vice President and Chief Financial Officer

EX-5.1

Exhibit 5.1

 

     

12670 High Bluff Drive

     

San Diego, California 92130

     

Tel:  +1.858.523.5400  Fax: +1.858.523.5450

     

www.lw.com

  

LOGO

     

FIRM / AFFILIATE OFFICES

     

Beijing

  

Moscow

     

Boston

  

Munich

     

Brussels

  

New York

     

Century City

  

Orange County

     

Chicago

  

Paris

     

Dubai

  

Riyadh

May 28, 2021

     

Düsseldorf

  

San Diego

     

Frankfurt

  

San Francisco

     

Hamburg

  

Seoul

     

Hong Kong

  

Shanghai

     

Houston

  

Silicon Valley

     

London

  

Singapore

     

Los Angeles

  

Tokyo

     

Madrid

  

Washington, D.C.

     

Milan

  

Viasat, Inc.

6155 El Camino Real

Carlsbad, California 92009

 

  Re:

Registration Statement on Form S-8; 2,000,000 Shares of Common Stock, par value $0.0001 per share

Ladies and Gentlemen:

We have acted as special counsel to Viasat, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of 2,000,000 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share, that may be contributed by the Company in satisfaction of the Company’s matching contributions to the 401(k) Profit Sharing Plan of the Company (the “Plan”). The Shares are included in the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 28, 2021 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar


May 28, 2021

Page 2

 

LOGO

 

therefor in the name or on behalf of the recipients, or certificates representing the Shares (in the form of the specimen certificate incorporated by reference as an exhibit to the Company’s most recent Annual Report on Form 10-K) have been manually signed by an authorized officer of the transfer agent and registrar therefor, and when the Shares have been issued by the Company in satisfaction of the Company’s matching contributions to the Plan against payment therefor (not less than par value) in the circumstances contemplated by the Plan, the issuance of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

/s/ Latham & Watkins LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Viasat, Inc. of our report dated May 28, 2021 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Viasat, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2021.

/s/ PricewaterhouseCoopers LLP

San Diego, California

May 28, 2021

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated September 23, 2020 relating to the financial statements and supplemental schedule, which appears in Viasat, Inc. 401(k) Profit Sharing Plan’s annual report on Form 11-K for the year ended March 31, 2020.

/s/ KBF CPAs LLP

Irvine, California

May 28, 2021