As filed with the Securities and Exchange Commission on May 7, 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
Corsair Gaming, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
82-2335306 |
(State or other jurisdiction of |
(I.R.S. Employer |
115 N. McCarthy Boulevard |
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Milpitas, California |
95035 |
(Address of registrant’s principal executive offices) |
(Zip Code) |
2020 Incentive Award Plan
2020 Employee Stock Purchase Plan
(Full Title of the Plan)
Andrew J. Paul
Chief Executive Officer
Corsair Gaming, Inc.
115 N. McCarthy Boulevard
Milpitas, California 95035
(Name and address of agent for service)
(510) 657-8747
(Telephone number, including area code, of agent for service)
Copies to:
Phillip S. Stoup, Esq. |
Michael Potter Milpitas, California 95035 (510) 657-8747 |
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 |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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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 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 5,162,770 shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-271812, 333-264772, 333-254142, and 333-249065) are effective: (i) the 2020 Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 4,130,216 shares of common stock and (ii) the 2020 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,032,554 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S 8
Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (File Nos. 333-271812, 333-264772, 333-254142, and 333-249065) are incorporated by reference herein.
EXHIBIT INDEX
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Incorporated by Reference |
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Exhibit |
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Description |
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Form |
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Exhibit |
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Date Filed |
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Filed Herewith |
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4.1 |
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8‑K |
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3.1 |
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09/25/2020 |
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4.2 |
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8‑K |
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3.2 |
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09/25/2020 |
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4.3 |
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S‑1/A |
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4.2 |
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09/18/2020 |
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5.1 |
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X |
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23.1 |
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X |
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23.2 |
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X |
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24.1 |
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Power of Attorney (included in the signature page to this registration statement). |
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X |
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99.1(a)# |
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S‑1/A |
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10.3 |
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09/14/2020 |
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99.1(b)# |
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Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan. |
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S‑1/A |
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10.3(a) |
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09/14/2020 |
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99.1(c)# |
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S‑1/A |
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10.3(b) |
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09/14/2020 |
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99.1(d)# |
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S‑1/A |
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10.3(c) |
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09/14/2020 |
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99.2# |
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S‑1/A |
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10.4 |
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09/14/2020 |
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107.1 |
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X |
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# Indicates management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Fremont, California, on May 7, 2024.
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CORSAIR GAMING, INC. |
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By: |
/s/ Andrew J. Paul |
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Andrew J. Paul |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Andrew J. Paul and Michael G. Potter, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the 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 order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
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Title |
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Date |
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/s/ Andrew J. Paul |
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Chief Executive Officer and Director |
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May 7, 2024 |
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Andrew J. Paul |
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(Principal Executive Officer) |
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/s/ Thi L. La |
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President and Chief Operating Officer and |
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May 7, 2024 |
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Thi L. La |
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Director |
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/s/ Michael G. Potter |
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Chief Financial Officer |
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May 7, 2024 |
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Michael G. Potter |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Anup Bagaria |
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Director |
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May 7, 2024 |
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Anup Bagaria |
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/s/ Diana Bell |
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Director |
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May 7, 2024 |
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Diana Bell |
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/s/ Jason Cahilly |
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Director |
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May 7, 2024 |
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Jason Cahilly |
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/s/ George L. Majoros, Jr. |
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Director |
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May 7, 2024 |
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George L. Majoros, Jr. |
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/s/ Sarah M. Kim |
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Director |
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May 7, 2024 |
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Sarah M. Kim |
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/s/ Stuart A. Martin |
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Director |
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May 7, 2024 |
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Stuart A. Martin |
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/s/ Samuel R. Szteinbaum |
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Director |
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May 7, 2024 |
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Samuel R. Szteinbaum |
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/s/ Randall J. Weisenburger |
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Director |
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May 7, 2024 |
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Randall J. Weisenburger |
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Exhibit 5.1
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505 Montgomery Street, Suite 2000 San Francisco, California 94111-6538 Tel: +1.415.391.0600 Fax: +1.415.395.8095 www.lw.com FIRM / AFFILIATE OFFICES |
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May 7, 2024
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Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid |
Milan Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Silicon Valley Singapore Tel Aviv Tokyo Washington, D.C.
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Corsair Gaming, Inc.
115 N. McCarthy Boulevard
Milpitas, California 95035
Re: Registration Statement on Form S-8; 5,162,770 shares of Common Stock, par value $0.0001 per share
To the addressee set forth above:
We have acted as special counsel to Corsair Gaming, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 5,162,770 shares of Common Stock of the Company, par value $0.0001 per share (the “Shares”), issuable under the Company’s 2020 Incentive Award Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “ESPP,” and together with the 2020 Plan, the “Plans”). The Shares are included in a 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 7, 2024 (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 or the related prospectus, other than as expressly stated herein with respect to the issue 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.
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
May 7, 2024
Page 2
and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale 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.
Sincerely,
/s/ Latham & Watkins LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 27, 2024, with respect to the consolidated financial statements of Corsair Gaming, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
San Francisco, California
May 7, 2024
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Corsair Gaming, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Equity |
Common stock, $0.0001 par value per share |
Rule 457(c) and Rule 457(h) |
4,130,216(2) |
$11.13(3) |
$45,969,304.08 |
$0.0001476 |
$6,785.07 |
Equity |
Common stock, $0.0001 par value per share |
Rule 457(c) and Rule 457(h) |
1,032,554(4) |
$11.13(5) |
$11,492,326.02 |
$0.0001476 |
$1,696.27 |
Total Offering Amounts |
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$57,461,630.10 |
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$8,481.34 |
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Total Fee Offsets(6) |
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$ — |
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Net Fee Due |
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$8,481.34 |
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(1) Pursuant to Rule 416(a) under 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 2020 Incentive Award Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
(2) Represents the additional shares of common stock available for future issuance under the Registrant’s 2020 Plan resulting from an annual increase as of January 1, 2024.
(3) This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant under the 2020 Plan is the average of the high and low prices for the registrant’s common stock as reported on the Nasdaq Global Select Market on April 30, 2024, which was $11.13.
(4) Represents the additional shares of common stock available for future issuance under the Registrant’s ESPP resulting from an annual increase as of January 1, 2024.
(5) This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant under the ESPP is the average of the high and low prices for the registrant’s common stock as reported on the Nasdaq Global Select Market on April 30, 2024, which was $11.13.
(6) The Registrant does not have any fee offsets.