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Securities Registration: Employee Benefit Plan (s-8)

Date : 12/06/2019 @ 22h10
Source : Edgar (US Regulatory)
Valeur : Tesla, Inc. (TSLA)
Cours : 258.18  0.0 (0.00%) @ 11h30
Tesla, Inc. Cours Graphique

Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on June 12, 2019

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

Tesla, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   91-2197729

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

3500 Deer Creek Road

Palo Alto, California 94304

(Address of principal executive offices, including zip code)

Tesla, Inc. 2019 Equity Incentive Plan

Tesla, Inc. 2019 Employee Stock Purchase Plan

(Full title of the plan)

Elon Musk

Chief Executive Officer

Tesla, Inc.

3500 Deer Creek Road

Palo Alto, California 94304

(650) 681-5000

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

 

 

Copies to:

 

Larry W. Sonsini

Mark B. Baudler

Andrew D. Hoffman

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

 

Jonathan A. Chang

M. Yun Huh

Tesla, Inc.

3500 Deer Creek Road

Palo Alto, California 94304

(650) 681-5000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “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 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, $0.001 par value per share

               

—To be issued under the 2019 Equity Incentive Plan

  12,500,000   $196.57(2)   $2,457,125,000   $297,804

—To be issued under the 2019 Employee Stock Purchase Plan

  7,500,000   $167.09(3)   $1,253,175,000   $151,885

TOTAL:

          $3,710,300,000   $449,689

 

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2019 Equity Incentive Plan (the “2019 Plan”) and the 2019 Employee Stock Purchase Plan (the “2019 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on June 5, 2019 (such average, the “Full Offering Price”).

(3)

Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of 85% of the Full Offering Price. Pursuant to the 2019 ESPP, which plan is incorporated by reference herein, the purchase price of the shares of common stock will be 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the last day of the offering period.

 

 

 


PART I

The Registrant is not filing or including in this Registration Statement the information called for in Part I of Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The Securities and Exchange Commission (SEC) allows the Registrant to “incorporate by reference” the information the Registrant files with the SEC, which means that the Registrant can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with (rather than furnished to) the SEC will update and supersede this information. The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

 

  (1)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 19, 2019;

 

  (2)

All other reports filed by the Registrant with the SEC pursuant to Sections 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 Registrant’s Annual Report referred to in (1) above; and

 

  (3)

The description of the Registrant’s Common Stock contained in its registration statement on Form  8-A (File No. 001-34756) filed with the SEC on May 27, 2010, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold, or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Notwithstanding the foregoing, the Registrant is not incorporating by reference any documents, portions of documents, exhibits or other information that is deemed to have been furnished to, rather than filed with, the SEC.


Item 6.

Indemnification of Directors and Officers.

The Registrant’s amended and restated certificate of incorporation contains provisions that limit the liability of the Registrant’s directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, the Registrant’s directors will not be personally liable to the Registrant or the Registrant’s stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

 

   

any breach of the director’s duty of loyalty to the Registrant or the Registrant’s stockholders;

 

   

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

   

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

 

   

any transaction from which the director derived an improper personal benefit.

These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission.

The Registrant’s amended and restated certificate of incorporation and amended and restated bylaws provide that the Registrant is required to indemnify the Registrant’s directors and officers, in each case to the fullest extent permitted by Delaware law. Any repeal of or modification to the Registrant’s amended and restated certificate of incorporation or amended and restated bylaws may not adversely affect any right or protection of a director or officer for or with respect to any acts or omissions of that director or officer occurring prior to that amendment or repeal. The Registrant’s amended and restated bylaws also provide that the Registrant will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit the Registrant to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether the Registrant would otherwise be permitted to indemnify him or her under the provisions of Delaware law. The Registrant has obtained such a directors’ and officers’ liability insurance policy. The Registrant has entered and expects to continue to enter into agreements to indemnify the Registrant’s directors and executive officers. With certain exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. The Registrant believes that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.

The limitation of liability and indemnification provisions in the Registrant’s amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against the Registrant’s directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Registrant’s directors and officers, even though an action, if successful, might benefit the Registrant and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that the Registrant pays the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of the Registrant’s directors or executive officers for which indemnification is sought, and the Registrant is not aware of any threatened litigation that may result in claims for indemnification. Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, executive officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

See also the undertakings set out in response to Item 9 herein.

 

Item 8.

Exhibits.

 

Exhibit
Number

  

Description

   Incorporated by Reference
   Form    File No.    Exhibit   

Filing Date

4.1    Specimen common stock certificate of the Registrant.    10-K    001-34756    4.1    March 1, 2017
4.2*    2019 Equity Incentive Plan.            

4.3*    Form of Stock Option Agreement under 2019 Equity Incentive Plan.            

4.4*    Form of Restricted Stock Unit Award Agreement under 2019 Equity Incentive Plan.            

4.5*    2019 Employee Stock Purchase Plan.            

4.6    Fifth Amended and Restated Investors’ Rights Agreement, dated as of August   31, 2009, between Registrant and certain holders of the Registrant’s capital stock named therein.    S-1    333-164593    4.2    January 29, 2010
4.7    Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May   20, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.    S-1/A    333-164593    4.2A    May 27, 2010


4.8    Amendment to Fifth Amended and Restated Investors’ Rights Agreement between Registrant, Toyota Motor Corporation and certain holders of the Registrant’s capital stock named therein.    S-1/A    333-164593    4.2B    May 27, 2010
4.9    Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of June   14, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.    S-1/A    333-164593    4.2C    June 15, 2010
4.10    Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of November   2, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.    8-K    001-34756    4.1    November 4, 2010
4.11    Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May   22, 2011, between Registrant and certain holders of the Registrant’s capital stock named therein.    S-1/A    333-174466    4.2E    June 2, 2011
4.12    Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May   30, 2011, between Registrant and certain holders of the Registrant’s capital stock named therein.    8-K    001-34756    4.1    June 1, 2011
4.13    Sixth Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May   15, 2013 among the Registrant, the Elon Musk Revocable Trust dated July  22, 2003 and certain other holders of the capital stock of the Registrant named therein.    8-K    001-34756    4.1    May 20, 2013
4.14    Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May   14, 2013, between the Registrant and certain holders of the capital stock of the Registrant named therein.    8-K    001-34756    4.2    May 20, 2013
4.15    Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of August   13, 2015, between the Registrant and certain holders of the capital stock of the Registrant named therein.    8-K    001-34756    4.1    August 19, 2015
4.16    Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May   18, 2016, between the Registrant and certain holders of the capital stock of the Registrant named therein.    8-K    001-34756    4.1    May 24, 2016
4.17    Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of March   15, 2017, between the Registrant and certain holders of the capital stock of the Registrant named therein.    8-K    001-34756    4.1    March 17, 2017
4.18    Indenture, dated as of May  22, 2013, by and between the Registrant and U.S. Bank National Association.    8-K    001-34756    4.1    May 22, 2013
4.19    Second Supplemental Indenture, dated as of March  5, 2014, by and between the Registrant and U.S. Bank National Association .    8-K    001-34756    4.2    March 5, 2014
4.20    Form of 0.25% Convertible Senior Note Due March  1, 2019 (included in Exhibit  4.19).    8-K    001-34756    4.2    March 5, 2014
4.21    Third Supplemental Indenture, dated as of March  5, 2014, by and between the Registrant and U.S. Bank National Association.    8-K    001-34756    4.4    March 5, 2014
4.22    Form of 1.25% Convertible Senior Note Due March  1, 2021 (included in Exhibit  4.21).    8-K    001-34756    4.4    March 5, 2014
4.23    Fourth Supplemental Indenture, dated as of March  22, 2017, by and between the Registrant and U.S. Bank National Association.    8-K    001-34756    4.2    March 22, 2017
4.24    Form of 2.375% Convertible Senior Note Due March  15, 2022 (included in Exhibit 4.23).    8-K    001-34756    4.2    March 22, 2017
4.25    Fifth Supplemental Indenture, dated as of May  7, 2019, by and between the Registrant and U.S. Bank National Association .    8-K    001-34756    4.2    May 8, 2019
4.26    Form of 2.00% Convertible Senior Note Due May  15, 2024 (included in Exhibit 4.25) .    8-K    001-34756    4.2    May 8, 2019


4.27    Indenture, dated as of August  18, 2017, by and among the Registrant, SolarCity, and U.S. Bank National Association, as trustee.    8-K    001-34756    4.1    August 23, 2017
4.28    Form of 5.30% Senior Note due August  15, 2025 .    8-K    001-34756    4.2    August 23, 2017
4.29    Indenture, dated as of September  30, 2014, between SolarCity and Wells Fargo Bank, National Association    8-K**    001-35758    4.1    October 6, 2014
4.30    First Supplemental Indenture, dated as of November   21, 2016, between SolarCity and Wells Fargo Bank, National Association, as trustee to the Indenture, dated as of September  30, 2014, between SolarCity and Wells Fargo Bank, National Association, as trustee.    8-K    001-34756    4.2    November 21, 2016
4.31    Indenture, dated as of December  7, 2015, between SolarCity and Wells Fargo Bank, National Association    8-K**    001-35758    4.1    December 7, 2015
4.32    First Supplemental Indenture, dated as of November   21, 2016, between SolarCity and Wells Fargo Bank, National Association, as trustee to the Indenture, dated as of December  7, 2015, between SolarCity and Wells Fargo Bank, National Association, as trustee.    8-K    001-34756    4.3    November 21, 2016
4.33    Indenture, dated as of October  15, 2014, between SolarCity and U.S. Bank National Association, as trustee.    S-3ASR**    333-199321    4.1    October 15, 2014
4.34    Fourth Supplemental Indenture, dated as of October   15, 2014, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2014/4-7    8-K**    001-35758    4.5    October 15, 2014
4.35    Eighth Supplemental Indenture, dated as of January   29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/4-7.    8-K**    001-35758    4.5    January 29, 2015
4.36    Ninth Supplemental Indenture, dated as of March   9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/5-5.    8-K**    001-35758    4.2    March 9, 2015
4.37    Tenth Supplemental Indenture, dated as of March   9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/6-10.    8-K**    001-35758    4.3    March 9, 2015
4.38    Eleventh Supplemental Indenture, dated as of March   9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/7-15.    8-K**    001-35758    4.4    March 9, 2015
4.39    Fourteenth Supplemental Indenture, dated as of March   19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C3-5.    8-K**    001-35758    4.4    March 19, 2015
4.40    Fifteenth Supplemental Indenture, dated as of March   19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C4-10.    8-K**    001-35758    4.5    March 19, 2015
4.41    Sixteenth Supplemental Indenture, dated as of March   19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C5-15.    8-K**    001-35758    4.6    March 19, 2015
4.42    Nineteenth Supplemental Indenture, dated as of March   26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C8-5.    8-K**    001-35758    4.4    March 26, 2015
4.43    Twentieth Supplemental Indenture, dated as of March   26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C9-10.    8-K**    001-35758    4.5    March 26, 2015
4.44    Twenty-First Supplemental Indenture, dated as of March   26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C10-15.    8-K**    001-35758    4.6    March 26, 2015
4.45    Twenty-Fifth Supplemental Indenture, dated as of April   2, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C13-5.    8-K**    001-35758    4.4    April 2, 2015


4.46    Twenty-Sixth Supplemental Indenture, dated as of April   2, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C14-10.    8-K**    001-35758    4.5    April 2, 2015
4.47    Twenty-Ninth Supplemental Indenture, dated as of April   9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C18-5.    8-K**    001-35758    4.4    April 9, 2015
4.48    Thirtieth Supplemental Indenture, dated as of April   9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C19-10.    8-K**    001-35758    4.5    April 9, 2015
4.49    Thirty-First Supplemental Indenture, dated as of April   9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C20-15.    8-K**    001-35758    4.6    April 9, 2015
4.50    Thirty-Fourth Supplemental Indenture, dated as of April   14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C23-5.    8-K**    001-35758    4.4    April 14, 2015
4.51    Thirty-Fifth Supplemental Indenture, dated as of April   14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C24-10.    8-K**    001-35758    4.5    April 14, 2015
4.52    Thirty-Sixth Supplemental Indenture, dated as of April   14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C25-15.    8-K**    001-35758    4.6    April 14, 2015
4.53    Thirty-Eighth Supplemental Indenture, dated as of April   21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C27-10.    8-K**    001-35758    4.3    April 21, 2015
4.54    Thirty-Ninth Supplemental Indenture, dated as of April   21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C28-15.    8-K**    001-35758    4.4    April 21, 2015
4.55    Forty-Second Supplemental Indenture, dated as of April   27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C31-5.    8-K**    001-35758    4.4    April 27, 2015
4.56    Forty-Third Supplemental Indenture, dated as of April   27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C32-10.    8-K**    001-35758    4.5    April 27, 2015
4.57    Forty-Fourth Supplemental Indenture, dated as of April   27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C33-15.    8-K**    001-35758    4.6    April 27, 2015
4.58    Forty-Seventh Supplemental Indenture, dated as of May   1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/11-5.    8-K**    001-35758    4.4    May 1, 2015
4.59    Forty-Eighth Supplemental Indenture, dated as of May   1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/12-10.    8-K**    001-35758    4.5    May 1, 2015
4.60    Forty-Ninth Supplemental Indenture, dated as of May   1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/13-15.    8-K**    001-35758    4.6    May 1, 2015
4.61    Fifty-First Supplemental Indenture, dated as of May   11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C35-5.    8-K**    001-35758    4.3    May 11, 2015
4.62    Fifty-Second Supplemental Indenture, dated as of May   11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C36-10 .    8-K**    001-35758    4.4    May 11, 2015
4.63    Fifty-Third Supplemental Indenture, dated as of May   11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C37-15.    8-K**    001-35758    4.5    May 11, 2015


4.64    Fifty-Sixth Supplemental Indenture, dated as of May   18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C39-5.    8-K**    001-35758    4.3    May 18, 2015
4.65    Fifty-Seventh Supplemental Indenture, dated as of May   18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C40-10.    8-K**    001-35758    4.4    May 18, 2015
4.66    Fifty-Eighth Supplemental Indenture, dated as of May   18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C41-15.    8-K**    001-35758    4.5    May 18, 2015
4.67    Sixtieth Supplemental Indenture, dated as of May   26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C43-5.    8-K**    001-35758    4.3    May 26, 2015
4.68    Sixty-First Supplemental Indenture, dated as of May   26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C44-10.    8-K**    001-35758    4.4    May 26, 2015
4.69    Sixty-Second Supplemental Indenture, dated as of May   26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C45-15.    8-K**    001-35758    4.5    May 26, 2015
4.70    Sixty-Fifth Supplemental Indenture, dated as of June   8, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C47-5.    8-K**    001-35758    4.3    June 10, 2015
4.71    Sixty-Seventh Supplemental Indenture, dated as of June   8, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C49-15.    8-K**    001-35758    4.5    June 10, 2015
4.72    Seventieth Supplemental Indenture, dated as of June   16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C52-10.    8-K**    001-35758    4.4    June 16, 2015
4.73    Seventy-First Supplemental Indenture, dated as of June   16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C53-15.    8-K**    001-35758    4.5    June 16, 2015
4.74    Seventy-Fourth Supplemental Indenture, dated as of June   22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C56-10.    8-K**    001-35758    4.4    June 23, 2015
4.75    Seventy-Fifth Supplemental Indenture, dated as of June   22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C57-15 .    8-K**    001-35758    4.5    June 23, 2015
4.76    Seventy-Ninth Supplemental Indenture, dated as of June   29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C60-5.    8-K**    001-35758    4.4    June 29, 2015
4.77    Eightieth Supplemental Indenture, dated as of June   29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C61-10.    8-K**    001-35758    4.5    June 29, 2015
4.78    Eighty-First Supplemental Indenture, dated as of June   29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C62-15.    8-K**    001-35758    4.6    June 29, 2015
4.79    Eighty-Fourth Supplemental Indenture, dated as of July   14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C65-5.    8-K**    001-35758    4.4    July 14, 2015
4.80    Eighty-Sixth Supplemental Indenture, dated as of July   14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C67-15.    8-K**    001-35758    4.6    July 14, 2015
4.81    Eighty-Ninth Supplemental Indenture, dated as of July   20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C70-5.    8-K**    001-35758    4.4    July 21, 2015


4.82    Ninetieth Supplemental Indenture, dated as of July   20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C71-10.    8-K**    001-35758    4.5    July 21, 2015
4.83    Ninety-First Supplemental Indenture, dated as of July   20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C72-15.    8-K**    001-35758    4.6    July 21, 2015
4.84    Ninety-Fourth Supplemental Indenture, dated as of July   31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/19-5.    8-K**    001-35758    4.4    July 31, 2015
4.85    Ninety-Fifth Supplemental Indenture, dated as of July   31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/20-10.    8-K**    001-35758    4.5    July 31, 2015
4.86    Ninety-Sixth Supplemental Indenture, dated as of July   31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/21-15.    8-K**    001-35758    4.6    July 31, 2015
4.87    Ninety-Ninth Supplemental Indenture, dated as of August   3, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C75-5.    8-K**    001-35758    4.4    August 3, 2015
4.88    One Hundred-and-Fifth Supplemental Indenture, dated as of August  10, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C81-10.    8-K**    001-35758    4.5    August 10, 2015
4.89    One Hundred-and-Ninth Supplemental Indenture, dated as of August  17, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C85-5.    8-K**    001-35758    4.4    August 17, 2015
4.90    One Hundred-and-Eleventh Supplemental Indenture, dated as of August  17, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C87-15.    8-K**    001-35758    4.6    August 17, 2015
4.91    One Hundred-and-Fourteenth Supplemental Indenture, dated as of August  24, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C90-5.    8-K**    001-35758    4.4    August 24, 2015
4.92    One Hundred-and-Sixteenth Supplemental Indenture, dated as of August  24, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C92-15.    8-K**    001-35758    4.6    August 24, 2015
4.93    One Hundred-and-Nineteenth Supplemental Indenture, dated as of August  31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C95-5.    8-K**    001-35758    4.4    August 31, 2015
4.94    One Hundred-and-Twenty-First Supplemental Indenture, dated as of August  31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C97-15.    8-K**    001-35758    4.6    August 31, 2015
4.95    One Hundred-and-Twenty-Seventh Supplemental Indenture, dated as of September  14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C100-5.    8-K**    001-35758    4.4    September 15, 2015
4.96    One Hundred-and-Twenty-Eighth Supplemental Indenture, dated as of September  14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C101-10.    8-K**    001-35758    4.5    September 15, 2015
4.97    One Hundred-and-Twenty-Ninth Supplemental Indenture, dated as of September  14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C102-15.    8-K**    001-35758    4.6    September 15, 2015
4.98    One Hundred-and-Thirty-Second Supplemental Indenture, dated as of September  28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C105-5.    8-K**    001-35758    4.4    September 29, 2015


4.99    One Hundred-and-Thirty-Third Supplemental Indenture, dated as of September  28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C106-10.    8-K**    001-35758    4.5    September 29, 2015
4.100    One Hundred-and-Thirty-Fourth Supplemental Indenture, dated as of September  28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C107-15.    8-K**    001-35758    4.6    September 29, 2015
4.101    One Hundred-and-Thirty-Seventh Supplemental Indenture, dated as of October  13, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C110-5.    8-K**    001-35758    4.4    October 13, 2015
4.102    One Hundred-and-Thirty-Eighth Supplemental Indenture, dated as of October  13, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C111-10.    8-K**    001-35758    4.5    October 13, 2015
4.103    One Hundred-and-Forty-Second Supplemental Indenture, dated as of October  30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/24-5.    8-K**    001-35758    4.4    October 30, 2015
4.104    One Hundred-and-Forty-Third Supplemental Indenture, dated as of October  30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/25-10.    8-K**    001-35758    4.5    October 30, 2015
4.105    One Hundred-and-Forty-Fourth Supplemental Indenture, dated as of October  30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/26-15.    8-K**    001-35758    4.6    October 30, 2015
4.106    One Hundred-and-Forty-Seventh Supplemental Indenture, dated as of November  4, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C115-5.    8-K**    001-35758    4.4    November 4, 2015
4.107    One Hundred-and-Forty-Eighth Supplemental Indenture, dated as of November  4, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C116-10.    8-K**    001-35758    4.5    November 4, 2015
4.108    One Hundred-and-Fifty-Third Supplemental Indenture, dated as of November  16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C121-10.    8-K**    001-35758    4.5    November 17, 2015
4.109    One Hundred-and-Fifty-Fourth Supplemental Indenture, dated as of November  16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C122-15.    8-K**    001-35758    4.6    November 17, 2015
4.110    One Hundred-and-Fifty-Eighth Supplemental Indenture, dated as of November  30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C126-10.    8-K**    001-35758    4.5    November 30, 2015
4.111    One Hundred-and-Fifty-Ninth Supplemental Indenture, dated as of November  30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C127-15.    8-K**    001-35758    4.6    November 30, 2015
4.112    One Hundred-and-Sixty-Second Supplemental Indenture, dated as of December  14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C130-5.    8-K**    001-35758    4.4    December 14, 2015
4.113    One Hundred-and-Sixty-Third Supplemental Indenture, dated as of December  14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C131-10.    8-K**    001-35758    4.5    December 14, 2015
4.114    One Hundred-and-Sixty-Fourth Supplemental Indenture, dated as of December  14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C132-15.    8-K**    001-35758    4.6    December 14, 2015
4.115    One Hundred-and-Sixty-Seventh Supplemental Indenture, dated as of December  28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C135-5.    8-K**    001-35758    4.4    December 28, 2015
4.116    One Hundred-and-Sixty-Eighth Supplemental Indenture, dated as of December  28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C136-10.    8-K**    001-35758    4.5    December 28, 2015


4.117    One Hundred-and-Sixty-Ninth Supplemental Indenture, dated as of December  28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C137-15.    8-K**    001-35758    4.6    December 28, 2015
4.118    One Hundred-and-Seventy-Second Supplemental Indenture, dated as of January  29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2016/3-5.    8-K**    001-35758    4.4    January 29, 2016
4.119    One Hundred-and-Seventy-Third Supplemental Indenture, dated as of January  29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2016/4-10.    8-K**    001-35758    4.5    January 29, 2016
4.120    One Hundred-and-Seventy-Fourth Supplemental Indenture, dated as of January  29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2016/5-15.    8-K**    001-35758    4.6    January 29, 2016
4.121    One Hundred-and-Seventy-Seventh Supplemental Indenture, dated as of February  26, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.25% Solar Bonds, Series 2016/8-5.    8-K**    001-35758    4.4    February 26, 2016
4.122    One Hundred-and-Seventy-Ninth Supplemental Indenture, dated as of March  21, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.25% Solar Bonds, Series 2016/10-5.    8-K**    001-35758    4.3    March 21, 2016
4.123    One Hundred-and-Eighty-First Supplemental Indenture, dated as of June  10, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.25% Solar Bonds, Series 2016/12-5.    8-K**    001-35758    4.3    June 10, 2016
5.1*    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.            
23.1*    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.            
23.2*    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto).            
24.1*    Power of Attorney (contained on signature page hereto).            

 

*

Filed herewith.

**

Indicates a filing of SolarCity Corporation.

 

Item 9.

Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however , that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 


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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on June 12, 2019.

 

TESLA, INC.
By:  

/s/ Zachary J. Kirkhorn

 

Zachary J. Kirkhorn

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Elon Musk, Zachary J. Kirkhorn and Jonathan A. Chang and each of them, as his true and lawful attorney in fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (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, granting unto said attorney in fact, proxy and agent 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact, proxy and agent, or his 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Elon Musk

Elon Musk

  

Chief Executive Officer and Director

(Principal Executive Officer)

   June 12, 2019

/s/ Zachary J. Kirkhorn

Zachary J. Kirkhorn

   Chief Financial Officer
(Principal Financial Officer)
   June 12, 2019

/s/ Vaibhav Taneja

Vaibhav Taneja

   Chief Accounting Officer
(Principal Accounting Officer)
   June 12, 2019

/s/ Robyn Denholm

Robyn Denholm

   Director    June 12, 2019

/s/ Ira Ehrenpreis

Ira Ehrenpreis

   Director    June 12, 2019

/s/ Lawrence J. Ellison

Lawrence J. Ellison

   Director    June 12, 2019

/s/ Antonio J. Gracias

Antonio J. Gracias

   Director    June 12, 2019

/s/ Stephen T. Jurvetson

Stephen T. Jurvetson

   Director    June 12, 2019

/s/ Kimbal Musk

Kimbal Musk

   Director    June 12, 2019

 

James Murdoch

   Director   

 

Kathleen Wilson-Thompson

   Director   

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