As filed with the Securities and Exchange Commission on March 24, 2016
Registration No. 333-209615
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FINANCIAL ENGINES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3250323 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 1050 Enterprise Way, 3rd Floor Sunnyvale, CA |
94089 | |
| (Address of principal executive offices) | (Zip Code) | |
Non-Plan Inducement Grants
(Full title of the plans)
| Copy to: | ||
| Lawrence M. Raffone | Davina K. Kaile, Esq. | |
| Chief Executive Officer | Pillsbury Winthrop Shaw Pittman LLP | |
| Financial Engines, Inc. | 2550 Hanover Street | |
| 1050 Enterprise Way, 3rd Floor | Palo Alto, CA 94304 | |
| Sunnyvale, CA 94089 | (650) 233-4500 | |
| (408) 498-6000 | ||
| (Name, address and telephone number of agent for service) | ||
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 definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer |
x |
Accelerated filer |
¨ | |||
| Non-accelerated filer |
¨ (Do not check if smaller reporting company) |
Smaller reporting company |
¨ |
EXPLANATORY NOTE
Financial Engines, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 (“Amendment No.1”) to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 19, 2016, File No. 333-209615 (the “2016 Form S-8”) to deregister certain shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”) originally registered by the Registrant under the 2016 Form S-8 pursuant to the Non-Plan Inducement Grants (the “Inducement Grants”). A total of 414,000 shares of Common Stock were initially registered under the 2016 Form S-8 for issuance upon the exercise of stock options or the vesting of restricted stock units to be granted as Inducement Grants.
On February 26, 2016, the Registrant granted one of its employees inducement grants in the form of restricted stock units pursuant to which 61,001 shares of Common Stock may be issued at settlement and stock options pursuant to which 176,264 shares of Common Stock may be issued upon exercise. Pursuant to this Amendment No.1, the Registrant hereby deregisters the remaining 176,735 shares of Common Stock originally subject to the 2016 Form S-8.
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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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sunnyvale, State of California, on the 24th day of March, 2016.
| FINANCIAL ENGINES, INC. | ||
| By | /s/ Raymond J. Sims | |
| Raymond J. Sims | ||
| Executive Vice President, Chief Financial Officer and Chief Risk Officer (Principal Financial Officer) | ||
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| * |
President and Chief Executive Officer (Principal Executive Officer) and Director | March 24, 2016 | ||
| Lawrence M. Raffone | ||||
| * |
Executive Vice President, Chief Financial Officer and Chief Risk Officer (Principal Financial Officer) | March 24, 2016 | ||
| Raymond J. Sims | ||||
| * |
Vice President, Finance and Controller (Principal Accounting Officer) | March 24, 2016 | ||
| Jeffrey C. Grace | ||||
| * |
Chairman of the Board | March 24, 2016 | ||
| Blake R. Grossman | ||||
| * |
Director | March 24, 2016 | ||
| E. Olena Berg-Lacy | ||||
| * |
Director | March 24, 2016 | ||
| Heidi K. Fields | ||||
| * |
Director | March 24, 2016 | ||
| Paul G. Koontz | ||||
| * |
Director | March 24, 2016 | ||
| Joseph A. Grundfest | ||||
| * |
Director | March 24, 2016 | ||
| Robert A. Huret | ||||
| * |
Director | March 24, 2016 | ||
| Michael E. Martin | ||||
| * |
Director | March 24, 2016 | ||
| John B. Shoven | ||||
| * |
Director | March 24, 2016 | ||
| David B. Yoffie | ||||
| *By: | /s/ Raymond J. Sims | |
| Raymond J. Sims | ||
| Attorney-in-fact |
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INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Stock Option Inducement Grant Notice and Agreement with John Bunch | |
| 99.2 | RSU Inducement Grant Notice and Agreement with John Bunch | |
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