As filed with the Securities and Exchange Commission on November 2, 2016
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.)	
		
320 Summer Street
Boston, Massachusetts	 	02210	
(Address of Principal Executive Offices)	 	(Zip Code)	
2009 Stock Incentive Plan, as amended and restated
(Full Title of the Plan)
William R. Wagner
President & Chief Executive Officer
LogMeIn, Inc.
320 Summer Street
Boston, Massachusetts 02210
(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 12b-2 of the Exchange Act.

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

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, $0.01 par value per share	 	1,600,000 shares	 	$88.12 (2)	 	$140,992,000 (2)	 	$16,340.97	

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), 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 and based upon the average of the high and low sale prices of the registrant’s Common Stock on the NASDAQ Global Select Market on October 27, 2016.	

 

STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is filed to register the offer and sale of an additional 1,600,000 shares of the registrant’s common stock, $0.01 par value per share, to be issued under the 2009 Stock Incentive Plan, as amended and restated to date. This registration statement incorporates by reference:
 
 	•	 	The registrant’s registration statements on Form S-8, File No. 333-162664, File No. 333-165668, File No. 333-169884, File No. 333-193696, File No. 333-202733 and File No. 333-208373 as filed by the registrant with the Securities and Exchange Commission on October 26, 2009, March 24, 2010, October 12, 2010, January 31, 2014, March 13, 2015 and December 7, 2015 respectively;	
 
 	•	 	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 19,2016;	
 
 	•	 	The Registrant’s Quarterly Reports on Form 10-Q filed with the SEC on April 29, 2016, July 27, 2016 and October 28, 2016;	
 
 	•	 	The Registrant’s Current Report on Form 8-K/A filed with the SEC on December 23, 2015 and the Registrant’s Current Reports on Form 8-K filed with the SEC on January 8, 2016, January 27, 2016, February 4, 2016, March 24, 2016, April 28, 2016, May 26, 2016, July 26, 2016 (except with respect to Item 2.02 thereof), July 26, 2016, as amended by the Current Report on Form 8-K/A filed with the SEC on July 28, 2016, September 26, 2016 and October 27, 2016;	
All documents that we file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered under this prospectus have been sold, or that deregisters all securities then remaining unsold, will be deemed to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such documents.

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 Boston, Commonwealth of Massachusetts, on this 2 nd day of November, 2016.

LOGMEIN, INC.	
		
By:	 	/s/ William Wagner	
	 	William R. Wagner
President & Chief Executive Officer	

POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of LogMeIn, Inc., hereby severally constitute and appoint William R. Wagner, Edward K. Herdiech 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/ William R. Wagner
William R. Wagner	  	President, Chief Executive Officer and Director
(Principal executive officer)	 	November 2, 2016	
			
/s/ Edward K. Herdiech
Edward K. Herdiech	  	Chief Financial Officer
(Principal financial and accounting officer)	 	November 2, 2016	
			
/s/ Steven J. Benson
Steven J. Benson	  	Director	 	November 2, 2016	
			
/s/ Steven G. Chambers
Steven G. Chambers	  	Director	 	November 2, 2016	
			
/s/ Michael J. Christenson
Michael J. Christenson	  	Director	 	November 2, 2016	
			
/s/ Edwin J. Gillis
Edwin J. Gillis	  	Director	 	November 2, 2016	
			
/s/ Gregory W. Hughes
Gregory W. Hughes	  	Director	 	November 2, 2016	
			
/s/ Marilyn Matz
Marilyn Matz	  	Director	 	November 2, 2016	
			
/s/ Michael K. Simon
Michael K. Simon	  	Director	 	November 2, 2016	

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	
		
  4.3(1)	  	Specimen Certificate evidencing shares of common stock	
		
  5	  	Opinion of Latham & Watkins LLP, counsel to the Registrant	
		
23.1	  	Consent of Latham & Watkins 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(2)	  	2009 Stock Incentive Plan, as amended and restated	

(1)	Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-148620), and incorporated herein by reference.	
 
(2)	Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 26, 2016 (File No. 001-34391).	

Exhibit 5

					
	  	John Hancock Tower, 20th Floor	
	  	200 Clarendon Street	
November 2, 2016	  	Boston, Massachusetts 02116	
	  	Tel: +1.617.948.6000 Fax: +1.617.948.6001	
	  	www.lw.com	
		
	  	FIRM / AFFILIATE OFFICES	
	  	Abu Dhabi	  	Milan	
	  	Barcelona	  	Moscow	
	  	Beijing	  	Munich	
	  	Boston	  	New Jersey	
	  	Brussels	  	New York	
	  	Chicago	  	Orange County	
	  	Doha	  	Paris	
	  	Dubai	  	Riyadh	
	  	Düsseldorf	  	Rome	
	  	Frankfurt	  	San Diego	
LogMeIn, Inc.
320 Summer Street
Boston, MA 02210	  	Hamburg	  	San Francisco	
	  	Hong Kong	  	Shanghai	
	  	Houston	  	Silicon Valley	
	  	London	  	Singapore	
	  	Los Angeles	  	Tokyo	
	  	Madrid	  	Washington, D.C.	
 
 	Re:	Registration of 1,600,000 shares of common stock, par value $0.01 per share, pursuant to a Registration Statement on Form S-8	
Ladies and Gentlemen:
We have acted as special counsel to LogMeIn, Inc., a Delaware corporation (the “ Company ”), in connection with the registration by the Company of 1,600,000 shares of common stock of the Company, par value $0.01 per share (the “ Shares ”), issuable under the Company’s 2009 Stock Incentive Plan, as amended and restated to date (the “ Plan ”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “ Securities Act ”), filed with the Securities and Exchange Commission (the “ Commission ”) on November 2, 2016 (the “ Registration Statement ”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or 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 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 and pursuant to the Plan, and assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue 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 Securities 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 Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
Latham & Watkins LLP

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of LogMeIn, Inc. and subsidiaries and the effectiveness of LogMeIn, Inc.’s internal control over financial reporting dated February 19, 2016, appearing in the Annual Report on Form 10-K of LogMeIn, Inc. for the year ended December 31, 2015.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
November 2, 2016