Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
26 Luglio 2024 - 10:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on July 26, 2024
Registration No. 333-201602
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-effective
amendment No. 1 to
FORM S-8
registration statement no. 333-201602
UNDER
THE SECURITIES ACT OF 1933
GLOBANT
S.A. |
(Exact name
of registrant as specified in its charter) |
|
Grand
Duchy of Luxembourg |
Not
Applicable |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
37A, Avenue J.F. Kennedy
L-1855, Luxembourg
Grand Duchy of Luxembourg |
(Address, including zip code, of Principal Executive
Offices) |
|
GLOBANT S.A. 2014 EQUITY INCENTIVE PLAN
GLOBANT S.A. 2012 EQUITY INCENTIVE PLANS |
(Full title of the plan) |
|
Globant, LLC
875 Howard Street, Suite 320
San Francisco, CA 94103
Attn: Nicolás Avila
(877) 215-5230 |
Christopher C. Paci
Stephen P. Alicanti
Keith Ranta
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020-1104
(212) 335-4500 |
(Name, address, telephone number,
including area code, of agent for service) |
(Copies to) |
|
|
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 x |
|
Accelerated filer ¨ |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE –
DEREGISTRATION OF COMMON SHARES
Globant S.A. (the “Registrant”)
hereby files this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement to deregister certain securities originally
registered by the Registrant pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission
(the “Commission”) on January 20, 2015 (File No. 333-201602) (the “2015 Registration Statement”),
pursuant to which the Registrant, among other things, registered (i) 1,666,667 of the Registrant’s common shares, par value
$1.20 per share (the “Common Shares”), for issuance under the Globant S.A. 2014 Equity Incentive Plan (as amended
from time to time, the “2014 Plan”) and (ii) 1,059,311 Common Shares for issuance under the Globant S.A. 2012
Equity Incentive Plans (as amended from time to time, the “2012 Plans”).
As of July 2, 2024,
4,390 Common Shares remain available for issuance under the 2012 Plans that were not subject to outstanding awards under the 2012 Plans.
Therefore, in accordance with the undertakings contained in the 2015 Registration Statement, the Registrant hereby deregisters an aggregate
of 4,390 shares that have not been and will not be issued under the 2012 Plans. As of July 2, 2024, no shares remain subject to
outstanding awards previously granted under the 2012 Plans.
The 2015 Registration
Statement will remain in effect to cover the potential issuances of shares pursuant to terms of the outstanding awards under the 2014
Plan. No additional awards will be made under the 2012 Plans.
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 to Form S-8 Registration Statement (Commission
File No. 333-201602) to be signed on its behalf by the undersigned, thereunto duly authorized, in Buenos Aires, Argentina, on July 26,
2024.
|
GLOBANT S.A. |
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|
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By: |
/s/ Juan Ignacio Urthiague |
|
|
Juan Ignacio Urthiague |
|
|
Chief Financial Officer |
POWER
OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each of Martín Migoya, Martín Gonzalo Umaran and
Juan Ignacio Urthiague as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or
her and 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 Post-Effective Amendment to Form S-8 Registration Statement (including, without limitation, any additional registration
statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Post-Effective Amendment to Form S-8 Registration Statement (Commission File No. 333-201602)
has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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|
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/s/ Martín
Migoya
Martín Migoya |
|
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) |
|
July 26, 2024 |
|
|
|
|
|
/s/ Juan
Ignacio Urthiague
Juan Ignacio Urthiague |
|
Chief Financial Officer
(Principal Financial Officer) |
|
July 26, 2024 |
|
|
|
|
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/s/ Yanina
Maria Conti
Yanina Maria Conti |
|
Chief Accounting Officer
(Principal Accounting Officer) |
|
July 26, 2024 |
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/s/ Martín
Gonzalo Umaran
Martin Gonzalo Umaran |
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Director and Chief Corporate Development Officer
and President for EMEA |
|
July 26, 2024 |
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|
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|
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/s/ Guibert
Andrés Englebienne
Guibert Andrés Englebienne |
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Director and President of Globant X and Globant Ventures –
President for Latin America |
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July 26, 2024 |
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/s/ Francisco
Álvarez-Demalde
Francisco Álvarez-Demalde |
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Director |
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July 26, 2024 |
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/s/ Andrea
Mayumi Petroni Merhy
Andrea Mayumi Petroni Merhy |
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Director |
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July 26, 2024 |
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/s/ Andrew
McLaughlin
Andrew McLaughlin |
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Director |
|
July 26, 2024 |
|
|
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/s/ Linda
Rottenberg
Linda Rottenberg |
|
Director |
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July 26, 2024 |
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/s/ Alejandro
Nicolás Aguzin
Alejandro Nicolás Aguzin |
|
Director |
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July 26, 2024 |
|
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|
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/s/ Maria
Pinelli
Maria Pinelli |
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Director |
|
July 26, 2024 |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the Registrant,
has signed this Post-Effective Amendment to Form S-8 Registration Statement (Commission File No. 333-201602) in the City of
New York, State of New York, on July 26, 2024.
|
|
/s/ Nicolás Avila |
|
Name: |
Nicolás Avila |
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Title: |
Authorized Representative in the United States |
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