As filed with the Securities and Exchange Commission on March 14, 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

EverCommerce Inc.

(Exact name of Registrant as specified in its charter)

---

 

3601 Walnut Street, Suite 400

Denver, Colorado 80205

 2021 Incentive Award Plan

2021 Employee Stock Purchase Plan

(Full title of the plans)

---

Eric Remer

Chief Executive Officer

EverCommerce Inc.

3601 Walnut Street, Suite 400

Denver, Colorado 80205

 Telephone: (720) 647-4948

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With 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.

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

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 14,772,618 and 3,783,813 shares of the Registrant’s common stock to be issued pursuant to the EverCommerce Inc. 2021 Incentive Award Plan (“2021 Plan”) and the EverCommerce Inc. 2021 Employee Stock Purchase Plan (“2021 ESPP”), respectively, and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.

 

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

 

The contents of the Registration Statement on Form S-8 (File Nos. 333-268321 and 333-257707), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, are 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 Denver, State of Colorado, on March 14, 2024.

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints Eric Remer, Marc Thompson and Lisa Storey, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the 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 or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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 of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

---

---