onem-s8.htm

As filed with the U.S. Securities and Exchange Commission on March 17, 2021

 

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

1LIFE HEALTHCARE, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

76-0707204

(State or other jurisdiction of Incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

One Embarcadero Center, Suite 1900

San Francisco, CA 94111

(415) 814-0927

(Address of principal executive offices) (Zip code)

 

1Life Healthcare, Inc. 2020 Equity Incentive Plan

1Life Healthcare, Inc. 2020 Employee Stock Purchase Plan

(Full titles of the plans)

 

Amir Dan Rubin

Chair, Chief Executive Officer and President

1Life Healthcare, Inc.

One Embarcadero Center, Suite 1900

San Francisco, CA  94111

(415) 814-0927

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

 

Copies to:

Matthew B. Hemington

John T. McKenna

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. 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.

 


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, par value $0.001 per share

 

 

 

 

 

 

– 2020 Equity Incentive Plan

5,378,897(2)

$41.46(3)

$223,009,070(3)

$24,331

– 2020 Employee Stock Purchase Plan

2,017,086(2)

$35.24(4)

$71,082,111(4)

$7,756

Total

7,395,983

 

 

$294,091,181

$32,087

 

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the Registrant’s 2020 Equity Incentive Plan and the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable.

(2)

Represents additional shares of the Registrant’s common stock reserved for future issuance under the 2020 Equity Incentive Plan and the 2020 ESPP by reason of the automatic increase provisions therein.

(3)

Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $41.46 per share of common stock, the average of the high and low prices of the Registrant’s common stock as reported on The Nasdaq Global Select Market on March 10, 2021.

(4)

Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $41.46 per share of common stock, the average of the high and low prices of the Registrant’s common stock as reported on The Nasdaq Global Select Market on March 10, 2021, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2020 ESPP.

 

 


 

 

EXPLANATORY NOTE

1Life Healthcare, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional (a) 5,378,897 shares of its common stock, par value $0.001 per share (the “Common Stock”), issuable to eligible persons under the 2020 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s registration statement on Form S-8 filed on February 4, 2020 (File No. 333-236247) (the “Prior Form S-8”), and (b) 2,017,086 shares of Common Stock issuable to eligible persons under the 2020 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Prior Form S-8.

PART I

Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement on Form S-8 in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). The document(s) containing the information specified in Part I will be sent or given to the participants in the 2020 Equity Incentive Plan and the 2020 Employee Stock Purchase Plan pursuant to Rule 428(b)(1). Such document(s) are not being filed with the Securities and Exchange Commission (the “SEC”) as part of this Registration Statement on Form S-8 or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These document(s) and the documents incorporated by reference in this Registration Statement on Form S-8 pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Pursuant to General Instruction E to Form S-8, the contents of the Prior Form S-8 are incorporated herein by reference in this Registration Statement on Form S-8.

PART II

ITEM 3.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by 1Life Healthcare, Inc. (the “Registrant”) with the SEC are incorporated by reference into this Registration Statement:

(a)    The Registrant’s Annual Report on Form 10-K filed on March 17, 2021.

(b)     The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on January 28, 2020 (File No. 001-39203) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

(c) All other reports and documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and 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 subsequently filed document that also 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.

 


 

ITEM 8.

EXHIBITS

 

 

 

 

 

Incorporated by Reference

 

Exhibit
Number

 

Description

 

Schedule
Form

 

File Number

 

Exhibit

 

Filing Date

 

 

 

 

 

 

 

 

 

 

 

4.1

 

Amended and Restated Certificate of Incorporation of the Registrant.

 

8-K

 

001-39203

 

3.1

 

February 4, 2020

4.2

 

Amended and Restated Bylaws of the Registrant.

 

8-K

 

001-39203

 

3.2

 

February 4, 2020

4.3

 

Form of common stock certificate of the Registrant.

 

S-1

 

333-235792

 

4.1

 

January 21, 2020

5.1*

 

Opinion of Cooley LLP.

 

 

 

 

 

 

 

 

23.1*

 

Consent of Cooley LLP (included in Exhibit 5.1).

 

 

 

 

 

 

 

 

23.2*

 

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

 

 

 

 

 

 

 

 

24.1*

 

Power of Attorney (included on the signature page of this registration statement).

 

 

 

 

 

 

 

 

99.1

 

2020 Equity Incentive Plan.

 

S-1

 

333-235792

 

10.6

 

January 21, 2020

99.2

 

Forms of Option Agreement, Stock Option Grant Notice and Notice of Exercise under the 2020 Equity Incentive Plan.

 

S-1

 

333-235792

 

10.7

 

January 21, 2020

99.3

 

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2020 Equity Incentive Plan.

 

S-1

 

333-235792

 

10.8

 

January 21, 2020

99.4

 

2020 Employee Stock Purchase Plan.

 

S-1

 

333-235792

 

10.9

 

January 21, 2020

 

*

Filed herewith


 


 

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 San Francisco, State of California, on March 17, 2021.

 

 

 

1LIFE HEALTHCARE, INC.

 

 

 

 

 

 

By:

/s/ Amir Dan Rubin

 

 

 

Amir Dan Rubin

 

 

 

Chair, Chief Executive Officer and President

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amir Dan Rubin and Bjorn Thaler, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her, and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange 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 connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any, and either of them, or his or her substitute or substitutes, 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 dates indicated.

 

Signature

 

Title

 

Date

 

 

 

/s/ Amir Dan Rubin

Amir Dan Rubin

 

Chair, Chief Executive Officer and President (Principal Executive Officer)

 

March 17, 2021

 

 

 

/s/ Bjorn Thaler

Bjorn Thaler

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

March 17, 2021

 

 

 

/s/ Paul R. Auvil

Paul R. Auvil

 

Director

 

March 17, 2021

 

 

 

/s/ Mark S. Blumenkranz

Mark S. Blumenkranz, M.D.

 

Director

 

March 17, 2021

 

 

 

/s/ Bruce W. Dunlevie

Bruce W. Dunlevie

 

Director

 

March 17, 2021

 

 

 

/s/ Kalen F. Holmes

Kalen F. Holmes, Ph.D.

 

Director

 

March 17, 2021

 

 

 

/s/ David P. Kennedy

David P. Kennedy

 

Director

 

March 17, 2021

 

 

 

/s/ Freda Lewis-Hall

Freda Lewis-Hall, M.D.

 

Director

 

March 17, 2021

 

 

 

/s/ Robert R. Schmidt

Robert R. Schmidt

 

Director

 

March 17, 2021

 

 

 

 

 

/s/ David B. Singer

David B. Singer

 

Director

 

March 17, 2021

 

 

onem-ex51_18.htm

Exhibit 5.1

 

 

Matthew B. Hemington

 

+1 650 843 5062

 

hemingtonmb@cooley.com

 

 

March 17, 2021

1Life Healthcare, Inc.

One Embarcadero Center, 19th Floor

San Francisco, CA 94111

Ladies and Gentlemen:

We have acted as counsel to 1Life Healthcare, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 7,395,983 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), consisting of (a) 5,378,897 shares of Common Stock issuable pursuant to the Company’s 2020 Equity Incentive Plan (the “2020 EIP”), and (b) 2,017,086 shares of Common Stock issuable pursuant to the Company’s 2020 Employee Stock Purchase Plan (together with the 2020 EIP, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect, (c) the Plans and (d) the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we have determined to be necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where due authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.  We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130
t: (650) 843-5000  f: (650) 849-7400  cooley.com


1Life Healthcare, Inc.

 

March 17, 2021

 

Page 2

 

 

Sincerely,

 

Cooley LLP

 

 

 

By:

 

/s/ Matthew B. Hemington

 

 

Matthew B. Hemington

 

 

 

 

 

 

 

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130
t: (650) 843-5000  f: (650) 849-7400  cooley.com

onem-ex232_6.htm

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of 1Life Healthcare, Inc. of our report dated March 17, 2021 relating to the financial statements, which appear in 1Life Healthcare, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020.

/s/ PricewaterhouseCoopers LLP
San Francisco, California
March 17, 2021