As filed with the Securities and Exchange Commission on February 6, 2025

Registration No. 333-              
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Sonos, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware03-0479476
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
Sonos, Inc.
301 Coromar Drive
Santa Barbara, CA 93117
(Address of Principal Executive Offices) (Zip Code)

2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full title of the plans)
 
 
Tom Conrad
Interim Chief Executive Officer
Sonos, Inc.
301 Coromar Drive
Santa Barbara, CA 93117
(805) 965-3001
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Please send copies of all communications to:
 
Zachary R. Blume
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7000
 
Edward Lazarus
Chief Legal and Strategy Officer and
Corporate Secretary
Sonos, Inc.
301 Coromar Drive
Santa Barbara, CA 93117
(805) 965-3001


 
 
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 ☒ 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. ☐




REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E 

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 7,148,723 additional shares of common stock under the 2018 Equity Incentive Plan and 2,859,489 additional shares of common stock under the 2018 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on August 2, 2018 (Registration No. 333-226516), February 7, 2019 (Registration No. 333-229558), February 6, 2020 (Registration No. 333-236296), May 13, 2021 (Registration No. 333-256052), February 9, 2022 (Registration No. 333-262611), February 9, 2023 (Registration No. 333-269648) and February 7, 2024 (Registration No. 333-276910).

Item 8. Exhibits.
Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
4.110-Q001-386033.19/11/2018
4.210-Q001-386033.29/11/2018
4.3S-1333-2260764.017/6/2018
5.1      X
23.1      X
23.2      X
24.1      X
99.1  10-Q001-3860310.18/12/2021 
99.2  S-1
333-226076
10.047/6/2018 
107X




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 Santa Barbara, State of California, on February 6, 2025.
SONOS, INC.
/s/ Tom Conrad            
Tom Conrad
Interim Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tom Conrad and Saori Casey, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the 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 his or her 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 on behalf of the Registrant in the capacities and on the dates indicated:
NameTitleDate

/s/ Tom Conrad    
Interim Chief Executive Officer
and Director
(Principal Executive Officer)
February 6, 2025
Tom Conrad

/s/ Saori Casey
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
February 6, 2025
Saori Casey

/s/ Karen Boone
DirectorFebruary 6, 2025
Karen Boone

/s/ Joanna Coles
DirectorFebruary 6, 2025
Joanna Coles

/s/ Bracken Darrell
DirectorFebruary 6, 2025
Bracken Darrell

/s/ Julius Genachowski
Chairperson of the Board of DirectorsFebruary 6, 2025
Julius Genachowski

/s/ Jonathan Mildenhall
DirectorFebruary 6, 2025
Jonathan Mildenhall

/s/ Michelangelo Volpi
DirectorFebruary 6, 2025
Michelangelo Volpi


S-8 S-8 EX-FILING FEES 0001314727 Sonos Inc Fees to be Paid Fees to be Paid 0001314727 2025-02-06 2025-02-06 0001314727 1 2025-02-06 2025-02-06 0001314727 2 2025-02-06 2025-02-06 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Sonos Inc

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common Stock, $0.001 par value per share Other 7,148,723 $ 13.52 $ 96,650,734.96 0.0001531 $ 14,797.23
2 Equity Common Stock, $0.001 par value per share Other 2,859,489 $ 11.492 $ 32,861,247.59 0.0001531 $ 5,031.06

Total Offering Amounts:

$ 129,511,982.55

$ 19,828.29

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 19,828.29

Offering Note

1

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 ("Registration Statement") shall also cover any additional shares of the common stock of Sonos, Inc. (the "Registrant") that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant's common stock. (2) Represents additional shares of the Registrant's common stock automatically reserved and available for issuance under the Registrant's 2018 Equity Incentive Plan (the "2018 Plan") resulting from the annual "evergreen" increase in the number of authorized shares reserved and available for issuance under the 2018 Plan on January 1 of each of 2019 through 2028. The annual increase is equal to the lesser of (a) 5% of the number of shares of the Registrant's common stock and common stock equivalents issued and outstanding on each December 31 immediately prior to the date of increase and (b) such number of shares determined by the Registrant's board of directors. (3) Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $13.5200 was computed by averaging the high ($13.6981) and low ($13.33) prices of a share of the Registrant's common stock as reported on The Nasdaq Global Select Market on February 3, 2025.

2

(4) Represents additional shares of the Registrant's common stock automatically reserved and available for issuance under the Registrant's 2018 Employee Stock Purchase Plan (the "2018 ESPP") resulting from the annual "evergreen" increase in the number of authorized shares reserved and available for issuance under the 2018 ESPP on January 1 of each of 2019 through 2028. The annual increase is equal to 2% of the number of shares of the Registrant's common stock and common stock equivalents issued and outstanding on each December 31 immediately prior to the date of increase; provided, that the Registrant's board of directors or its compensation committee may in its sole discretion reduce the amount of the increase in any particular year. (5) Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is equal to 85% of $13.5200, which was computed by averaging the high ($13.6981) and low ($13.33) prices of a share of the Registrant's common stock as reported on The Nasdaq Global Select Market on February 3, 2025. Under the 2018 ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant's common stock on the offering date or the purchase date, whichever is less. (6) The Registrant does not have any fee off-sets.


Exhibit 5.1

image_0.jpg
ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM

February 6, 2025

Sonos, Inc.
301 Coromar Drive
Santa Barbara, CA 93117

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an aggregate of 10,008,212 shares (the “Shares”) of common stock, $0.001 par value (“Common Stock”), of Sonos, Inc., a Delaware corporation (the “Company”), including 7,148,723 shares of Common Stock issuable under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) and 2,859,489 shares of Common Stock issuable under the Company’s 2018 Employee Stock Purchase Plan (the “2018 ESPP” and, together with the 2018 Plan, the “Plans”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plans. For purposes of our opinion, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plans, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.


Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP


Exhibit 23.2
image_0b.jpg



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sonos, Inc. of our report dated November 15, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Sonos, Inc.’s Annual Report on Form 10-K for the year ended September 28, 2024.


/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 6, 2025




v3.25.0.1
Submission
Feb. 06, 2025
Submission [Line Items]  
Central Index Key 0001314727
Registrant Name Sonos Inc
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 06, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.001 par value per share
Amount Registered | shares 7,148,723
Proposed Maximum Offering Price per Unit 13.52
Maximum Aggregate Offering Price $ 96,650,734.96
Fee Rate 0.01531%
Amount of Registration Fee $ 14,797.23
Offering Note (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 ("Registration Statement") shall also cover any additional shares of the common stock of Sonos, Inc. (the "Registrant") that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant's common stock. (2) Represents additional shares of the Registrant's common stock automatically reserved and available for issuance under the Registrant's 2018 Equity Incentive Plan (the "2018 Plan") resulting from the annual "evergreen" increase in the number of authorized shares reserved and available for issuance under the 2018 Plan on January 1 of each of 2019 through 2028. The annual increase is equal to the lesser of (a) 5% of the number of shares of the Registrant's common stock and common stock equivalents issued and outstanding on each December 31 immediately prior to the date of increase and (b) such number of shares determined by the Registrant's board of directors. (3) Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $13.5200 was computed by averaging the high ($13.6981) and low ($13.33) prices of a share of the Registrant's common stock as reported on The Nasdaq Global Select Market on February 3, 2025.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.001 par value per share
Amount Registered | shares 2,859,489
Proposed Maximum Offering Price per Unit 11.492
Maximum Aggregate Offering Price $ 32,861,247.59
Fee Rate 0.01531%
Amount of Registration Fee $ 5,031.06
Offering Note (4) Represents additional shares of the Registrant's common stock automatically reserved and available for issuance under the Registrant's 2018 Employee Stock Purchase Plan (the "2018 ESPP") resulting from the annual "evergreen" increase in the number of authorized shares reserved and available for issuance under the 2018 ESPP on January 1 of each of 2019 through 2028. The annual increase is equal to 2% of the number of shares of the Registrant's common stock and common stock equivalents issued and outstanding on each December 31 immediately prior to the date of increase; provided, that the Registrant's board of directors or its compensation committee may in its sole discretion reduce the amount of the increase in any particular year. (5) Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is equal to 85% of $13.5200, which was computed by averaging the high ($13.6981) and low ($13.33) prices of a share of the Registrant's common stock as reported on The Nasdaq Global Select Market on February 3, 2025. Under the 2018 ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant's common stock on the offering date or the purchase date, whichever is less. (6) The Registrant does not have any fee off-sets.
v3.25.0.1
Fees Summary
Feb. 06, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 129,511,982.55
Total Fee Amount 19,828.29
Total Offset Amount 0.00
Net Fee $ 19,828.29
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