As filed with the Securities and Exchange Commission on October 12, 2010

Registration No. 333-           

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

LOGMEIN, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		20-1515952
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
500 Unicorn Park Drive Woburn, Massachusetts (Address of Principal Executive Offices)		01801 (Zip Code)

2009 Stock Incentive Plan
(Full Title of the Plan)

Michael K. Simon
Chairman, President and Chief Executive Officer
LogMeIn, Inc.
500 Unicorn Park Drive
Woburn, Massachusetts 01801
(Name and Address of Agent For Service)

(781) 638-9050
(Telephone Number, Including Area Code, of Agent For Service)

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” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

Proposed

Proposed

Title of

Maximum

Maximum

Securities to be

Amount to be

Offering Price Per

Aggregate Offering

Amount of

Registered

Registered(1)

Share

Price

Registration Fee

Common Stock, $0.01 par value per share

2,000,000 shares

$ 33.50 (2)

$ 67,000,000

$ 4,777.10

(1)		In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)		Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low sale prices of the registrant’s Common Stock on The NASDAQ Global Market on October 7, 2010.

 

 

STATEMENT OF INCORPORATIONS BY REFERENCE.

     This registration statement on Form S-8 is filed to register the offer and sale of an additional 2,000,000 shares of the Registrant’s common stock, $0.01 par value per share, to be issued under the Registrant’s 2009 Stock Incentive Plan. This registration statement incorporates by reference the registration statements on Form S-8, File No. 333-162664 and File No. 333-165668, filed by the Registrant with the Securities and Exchange Commission on October 26, 2009 and March 24, 2010, respectively.

     Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Woburn, Commonwealth of Massachusetts, on this 12th day of October, 2010.

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of LogMeIn, Inc., hereby severally constitute and appoint Michael K. Simon, James F. Kelliher and Michael J. Donahue, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable LogMeIn, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Michael K. Simon   Michael K. Simon		President, Chief Executive Officer and Director (Principal Executive Officer)		October 12, 2010
/s/ James F. Kelliher   James F. Kelliher		Chief Financial Officer (Principal Accounting and Financial Officer)		October 12, 2010
/s/ David E. Barrett   David E. Barrett		Director		October 12, 2010
/s/ Steven J. Benson   Steven J. Benson		Director		October 12, 2010
/s/ Michael J. Christenson   Michael J. Christenson		Director		October 12, 2010

Signature		Title		Date
/s/ Edwin J. Gillis   Edwin J. Gillis		Director		October 12, 2010
/s/ Irfan Salim   Irfan Salim		Director		October 12, 2010

INDEX TO EXHIBITS

Number		Description
4.1(1)		Restated Certificate of Incorporation of the Registrant
4.2(1)		Amended and Restated By-Laws of the Registrant
5		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
23.2		Consent of Deloitte & Touche LLP
24		Power of attorney (included on the signature pages of this registration statement)
99(1)		2009 Stock Incentive Plan