As filed with the Securities and Exchange Commission on March 11, 2022

Registration No. 333-                 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LIVEVOX HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		82-3447941
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
655 Montgomery Street Suite 1000 San Francisco, CA		94111
(Address of Principal Executive Offices)		(Zip Code)

LiveVox Holdings, Inc. 2021 Equity Incentive Plan

(Full title of the plan)

Louis Summe

655 Montgomery Street

Suite 1000

San Francisco, CA 94111(844) 207-6663

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

Monica Shilling, P.C.

H. Thomas Felix

Kirkland & Ellis LLP

2049 Century Park East

37th Floor

Los Angeles, CA 90067

+1 (310) 552-4200

 

 

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.  ☐

 

 

 

EXPLANATORY NOTE

LiveVox Holdings, Inc. (“LiveVox” or the “Company”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 4,912,036 additional shares of Class A Common Stock, $0.0001 par value per share, of the registrant (the “Class A Common Stock”), which represent shares of Class A Common Stock reserved and available for delivery with respect to awards under the Company’s 2021 Equity Incentive Plan (the “Plan”) and shares of Class A Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan. In accordance with General Instruction E of Form S-8, and only with respect to the Class A Common Stock being registered under the Plan, this Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-258887, filed by the Company with the Commission on August 18, 2021 relating to the Company’s 2021 Equity Incentive Plan, except to the extent superseded hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the Commission, are incorporated in this Registration Statement by reference:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 11, 2022; and

(b) The description of the Company’s Class  A Common Stock contained in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including any amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information that are related to such items) after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

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 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 5. Interests of Named Experts and Counsel.

Not applicable.

Item 8. Exhibits.

See Exhibit Index.

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Second Amended and Restated Certificate of Incorporation of LiveVox Holdings, Inc. (filed as Exhibit 3.1 to the Current Report on Form 8-K of the Company on June 24, 2021 and incorporated herein by reference)
4.2		Amended and Restated Bylaws of LiveVox Holdings, Inc. (filed as Exhibit 3.2 to the Current Report on Form 8-K of the Company on June 24, 2021 and incorporated herein by reference)
5.1*		Opinion of Kirkland & Ellis LLP
10.1		LiveVox Holdings, Inc. 2021 Equity Incentive Plan (filed as Exhibit 10.10 to the Current Report on Form 8-K of the Company on June 24, 2021 and incorporated herein by reference)
23.1*		Consent of Independent Registered Public Accounting Firm
23.2*		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
24.1		Powers of Attorney (included on signature page to this Registration Statement)
107*		Calculation of Filing Fee Table

 

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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 March 11, 2022.

 

 

 

 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Louis Summe, Gregg Clevenger and Aaron Ross, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement including post-effective amendments, thereto, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, 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:

 

Name		Position		Date
/s/ Louis Summe
Louis Summe		President, Chief Executive Officer and Director (Principal Executive Officer)		March 10, 2022
/s/ Gregg Clevenger
Gregg Clevenger		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		March 10, 2022
/s/ Rishi Chandna
Rishi Chandna		Director		March 10, 2022
/s/ Marcello Pantuliano
Marcello Pantuliano		Director		March 10, 2022
/s/ Doug Ceto
Doug Ceto		Director		March 10, 2022
/s/ Bernhard Nann
Bernhard Nann		Director		March 10, 2022
/s/ Stewart Bloom
Stewart Bloom		Director		March 10, 2022
/s/ Robert D. Beyer
Robert D. Beyer		Director		March 10, 2022
/s/ Todd M. Purdy
Todd M. Purdy		Director		March 10, 2022
/s/ Leslie C.G. Campbell
Leslie C.G. Campbell		Director		March 10, 2022
/s/ Susan Morisato
Susan Morisato		Director		March 10, 2022
/s/ Kathleen Pai
Kathleen Pai		Director		March 10, 2022