As filed with the Securities and Exchange Commission on August 9, 2024
    Registration No. 333-             
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
Rackspace Technology, Inc.
(Exact Name of Registrant as Specified in its Charter)
 


Delaware
81-3369925
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification Number)

19122 US Highway 281N, Suite 128
San Antonio, Texas 78258
(Address, including zip code, of Registrant’s principal executive offices)

Rackspace Technology, Inc. 2020 Equity Incentive Plan
(Full title of the plan)

Michael Bross, Esq.
Senior Vice President, Chief Legal Officer & Corporate Secretary
1718 Dry Creek Way
Suite 115
San Antonio, TX 78259
1-800-961-4454
(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:
Brian M. Janson, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019–6064
(212) 373-3000


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
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is filed by Rackspace Technology, Inc. (the “Registrant”) to register an additional 30,000,000 shares of the Registrant’s common stock under the Rackspace Technology, Inc. 2020 Equity Incentive Plan, as amended (the “Plan”), as previously approved by the Registrant’s board of directors and approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders held on June 14, 2024. The contents of the Registration Statement on Form S-8 (Registration No. 333-240498), filed with the Commission on August 5, 2020, the Registration Statement on Form S-8 (Registration No. 333-268641), filed with the Commission on December 2, 2022, and the Registration Statement on Form S-8 (Registration No. 333-273850), filed with the Commission on August 9, 2023, are hereby incorporated by reference and made a part hereof.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). Documents containing the information required by Part I of the Registration Statement will be sent or given to Plan participants as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference into this Registration Statement:
 
(1)
  
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 15, 2024;
(2)

The Registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Commission on May 15, 2024, and Form 10-Q for the quarterly period ended June 30, 2024, filed with the Commission on August 9, 2024;
(3)
  
The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 12, 2024, February 8, 2024, March 12, 2024, March 26, 2024, March 29, 2024, April 2, 2024 and June 14, 2024, and all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in clause (1) above; and
(4)
  
The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act on August 4, 2020, including any subsequent amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters 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 of such documents. 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 such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing, unless specifically stated to the contrary in the applicable Current Report on Form 8-K, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.




Item 8. Exhibits.
 

 
Exhibit NumberExhibit Description
4.1
4.2
4.3
4.4
4.5
4.6
5.1*
23.1*
23.2*
24.1*
107*
*
  
Filed herewith.




SIGNATURES

Pursuant to the requirements of the Securities Act, Rackspace Technology, Inc. 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 Antonio, State of Texas, on August 9, 2024.

Rackspace Technology, Inc.
(Registrant)
By:/s/ Mark Marino
Name: Mark Marino
Title: Chief Financial Officer


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Michael Bross and Mark Marino, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this registration statement and Power of Attorney have been signed on August 9, 2024, by the following persons in the capacities indicated.




SignatureTitleDate
/s/ Amar MaletiraChief Executive Officer; Director
August 9, 2024
Amar Maletira(Principal Executive Officer)
/s/ Mark MarinoChief Financial Officer
August 9, 2024
Mark Marino(Principal Financial and Accounting Officer)
/s/ Susan ArthurDirector
August 9, 2024
Susan Arthur
/s/ Betsy AtkinsDirector
August 9, 2024
Betsy Atkins
/s/ Jeffrey BenjaminDirector
August 9, 2024
Jeffrey Benjamin
/s/ Mitchell GarberDirector
August 9, 2024
Mitchell Garber
/s/ Mark GrossDirector
August 9, 2024
Mark Gross
/s/ Anthony RobertsDirector
August 9, 2024
Anthony Roberts
/s/ Shashank SamantDirector
August 9, 2024
Shashank Samant
/s/ David SamburDirector
August 9, 2024
David Sambur
/s/ Anthony ScottDirector
August 9, 2024
Anthony Scott
/s/ Aaron SobelDirector
August 9, 2024
Aaron Sobel




Exhibit 5.1
image_1.jpg

August 9, 2024


Rackspace Technology, Inc.
1718 Dry Creek Way, Suite 115
San Antonio, Texas 78259


Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Rackspace Technology, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of an additional 30,000,000 shares of common stock, par value $0.01 per share, of the Company (collectively, the “Shares”), that are reserved for issuance under the Rackspace Technology, Inc. 2020 Equity Incentive Plan (the “2020 Incentive Plan”).
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1.    the Registration Statement;


image_0.jpg

Rackspace Technology, Inc.            2
2.    the 2020 Incentive Plan and the forms of award agreements (the “Plan Agreements”) relating to awards under the 2020 Incentive Plan;
3.    the Second Amended and Restated Certificate of Incorporation of the Company, included as Exhibit 3.1 to the Registration Statement; and
4.    the Second Amended and Restated Bylaws of the Company, included as Exhibit 3.2 to the Registration Statement.
        In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including copies of resolutions of the board of directors of the Company and resolutions of the compensation committee of the board of directors of the Company, each relating to the issuance of the Shares, certified by the Company and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinion expressed below. We have also relied upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents


image_0.jpg

Rackspace Technology, Inc.            3
and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered in accordance with the terms of the 2020 Incentive Plan and any applicable Plan Agreement under the 2020 Incentive Plan, the Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.

Very truly yours,
    
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

Exhibit 23.2


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Rackspace Technology, Inc. of our report dated March 15, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Rackspace Technology, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Austin, Texas
August 9, 2024



Exhibit 107
Calculation of Filing Fee Table
S-8
(Form Type)
Rackspace Technology, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1,2)
Proposed Maximum Offering Price Per Unit(3)
Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon stock, par value $0.01 per shareRule 457(c) and Rule 457(h)
30,000,000
$1.92
$57,600,000.00
$147.60 per $1,000,000
$8,501.76
Total Offering Amounts$8,501.76
Total Fee Offsets—
Net Fee Due$8,501.76
(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions.
(2)
This Registration Statement on Form S-8 registers an additional 30,000,000 shares of Rackspace Technology, Inc.’s Common Stock issuable under the Rackspace Technology, Inc. 2020 Equity Incentive Plan.
(3)
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share was determined based on the average of the high and low prices of Rackspace Technology, Inc.’s shares of Common Stock reported by Nasdaq Global Select Market on August 5, 2024.


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