Tesla : Post-effective amendment to an S-Type filing

As filed with the Securities and Exchange Commission on May 16, 2019

Registration No. 333-229749

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 ON

FORM S-8 TO FORM S-4

REGISTRATION STATEMENT

Under

The Securities Act of 1933

TESLA, INC.

(Exact name of Registrant as specified in its charter)

Delaware	91-2197729
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

3500 Deer Creek Road

Palo Alto, California

94304

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Maxwell Technologies, Inc. 2005 Omnibus Equity Incentive Plan

Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan

Maxwell Technologies, Inc. Non-Plan Stock Option Agreement

Maxwell Technologies, Inc. Non-Plan Restricted Stock Unit Agreement

(Full title of the plan)

Jonathan A. Chang

M. Yun Huh

Rakhi I. Patel

Tesla, Inc.

3500 Deer Creek Road

Palo Alto, California 94304

(Name and address of agent for service)

[phone]

(Telephone number, including area code, of agent for service)

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.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

CALCULATION OF REGISTRATION FEE

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. ☐

		Proposed	Proposed
	Amount	Maximum	Maximum
Title of Securities	to be	Offering Price	Aggregate	Amount of
to be Registered(1)	Registered(1)	Per Share(3)	Offering Price(3)	Registration Fee(3)
Common Stock, par value $0.001 per share	53,368(2)	N/A	N/A	N/A

(1)Represents the maximum number of shares of common stock ("Tesla Common Stock"), par value $0.001 per share, of Tesla, Inc., a Delaware corporation ("Tesla"), issuable under stock options, restricted stock unit awards, performance stock units awards and market stock unit awards (collectively, the "Maxwell Rollover Awards") outstanding pursuant to the Maxwell Technologies, Inc. 2005 Omnibus Equity Incentive Plan, the Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan, the Maxwell Technologies, Inc. Non-Plan Stock Option Agreement between Maxwell Technologies, Inc. and David Lyle, granted on May 11, 2015 and the Maxwell Technologies, Inc. Non-Plan Restricted Stock Unit Agreement between Maxwell Technologies, Inc. and David Lyle, granted on May 11, 2015 (collectively, the "Plans"), of Maxwell Technologies, Inc., a Delaware corporation ("Maxwell"), which Maxwell Rollover Awards were assumed by Tesla in connection with Tesla's merger with Maxwell, which was consummated on May 16, 2019.

(2)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-4 also covers an indeterminable number of shares of Tesla Common Stock that may be offered or issued to prevent dilution as a result of adjustments for stock splits, stock dividends or similar transactions.

(3)These shares of Tesla Common Stock were registered under the Registration Statement on Form S-4 (File No. 333-229749), filed with the Securities and Exchange Commission (the "Commission") on February 20, 2019, as amended on March 15, 2019, March 28, 2019, April 3, 2019, April 8, 2019 and April 30, 2019, and declared effective by the Commission on May 10, 2019. All filing fees payable in connection with the issuance of these shares were previously paid in connection with the filing of the Registration Statement on Form S-4.

EXPLANATORY NOTE

Tesla, Inc. (the "Registrant," or "Tesla") hereby amends its Registration Statement on Form S-4 (File No. 333-229749) filed with the Securities and Exchange Commission (the "Commission") on February 20, 2019, as amended on March 15, 2019, March 28, 2019, April 3, 2019, April 8, 2019 and April 30, 2019, and declared effective by the Commission on May 10, 2019 (the "Form S-4"), by filing this Post-Effective Amendment No. 1 on Form S-8 relating to the shares of common stock, par value $0.001 per share, of the Registrant (the "Tesla Common Stock") issuable upon the future exercise or settlement of certain outstanding stock options, restricted stock unit awards, performance stock unit awards and market stock unit awards (each, a "Maxwell Rollover Award" and collectively, the "Maxwell Rollover Awards") outstanding pursuant to (1) the Maxwell Technologies, Inc.

2005 Omnibus Equity Incentive Plan, (2) the Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan, (3) the Maxwell Technologies, Inc. Non-Plan Stock Option Agreement between Maxwell Technologies, Inc. and David Lyle, granted on May 11, 2015 and (4) the Maxwell Technologies, Inc. Non-Plan Restricted Stock Unit Agreement between Maxwell Technologies, Inc. and David Lyle, granted on May 11, 2015 (collectively, the "Plans") of Maxwell Technologies, Inc., a Delaware corporation ("Maxwell"), which Maxwell Rollover Awards were assumed by Tesla in connection with Tesla's merger with Maxwell, which was consummated on May 16, 2019. All such shares of Tesla Common Stock were previously registered on the Registration Statement, but will be subject to issuance pursuant to this Registration Statement.

On May 16, 2019, pursuant to the Agreement and Plan of Merger, dated as of February 3, 2019, among Tesla, Maxwell and Cambria Acquisition Corp., a wholly owned subsidiary of Tesla ("Merger Sub"), Merger Sub merged with and into Maxwell (the "merger"), with Maxwell surviving the merger as a wholly owned subsidiary of Tesla.

At the effective time of the merger, each outstanding Maxwell Rollover Award was converted into a corresponding award with respect to Tesla Common Stock.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the introductory note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Tesla is permitted to "incorporate by reference" in this Registration Statement the information in the documents that it files with the Commission, which means that Tesla can disclose important information to you by referring you to those documents. The following documents, which have been filed with the Commission by Tesla, are incorporated by reference in this Registration Statement:

(a)Tesla's Annual Report on Form 10-Kfor the year ended December 31, 2018, filed by Tesla with the Commission on February 19, 2019;

(b)All other reports filed by Tesla with the Commission pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by Tesla's Annual Report referred to in (1) above; and

(c)The description of Tesla Common Stock contained in its registration statement on Form 8-A(File No. 001-34756) filed with the Commission on May 27, 2010, including any amendment or report filed for the purpose of updating such description.

All documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the effective date of this Registration Statement (except for any portions of the Registrant's Current Reports on Form 8-K that is deemed to have been furnished and not filed in accordance with Commission rules), but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such 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 other subsequently filed document which also is or 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 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 102(b)(7) of the General Corporation Law of the State of Delaware ("DGCL") permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be