As filed with the Securities and Exchange Commission on February 7, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

CERENCE INC.

(Exact name of registrant as specified in its charter)

1 Burlington Woods Drive, Suite 301A

Burlington, Massachusetts 01803

(857) 362-7300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cerence 2019 Equity Stock Plan

(Full title of the plan)

Mark Gallenberger

Executive Vice President and Chief Financial Officer

Cerence Inc.

1 Burlington Woods Drive, Suite 301A

Burlington, Massachusetts 01803

(857) 362-7300

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

Copies to:

Leanne Fitzgerald

General Counsel

Cerence Inc.

1 Burlington Woods Drive, Suite 301A

Burlington, Massachusetts 01803

(857) 362-7300

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.

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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. ☐

 

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 registers 1,174,871 additional shares of Common Stock under the Stock Plan which were added on January 1, 2022 as a result of an automatic annual increase provision therein. The additional shares are of the same class as other securities relating to the Stock Plan for which the Registrant’s registration statement filed on Form S-8 on October 2, 2019 (File No. 333-234040) is effective. The information contained in the Registrant’s registration statement filed on Form S-8 on October 2, 2019 (File No. 333-234040) is hereby incorporated by reference pursuant to General Instruction E.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.

 

 

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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 Burlington, Commonwealth of Massachusetts, on February 7, 2022.

 

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stefan Ortmanns and Mark Gallenberger, jointly and severally, as such person’s attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

EXHIBIT 5.1

February 7, 2022

Cerence Inc.

1 Burlington Woods Drive

Suite 301A

Burlington, MA 01803

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I have examined the Registration Statement on Form S-8 to be filed by Cerence Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about February 7, 2022 (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 1,174,871 shares of the Company’s Common Stock $0.01 par value (the “Shares”) reserved for issuance pursuant to the Cerence 2019 Equity Incentive Plan. As your legal counsel, I have examined the proceedings taken and am familiar with the proceedings proposed to be taken by the Company in connection with the sale and issuance of the Shares pursuant to the Cerence 2019 Equity Incentive Plan. It is my opinion that the Shares, when issued and sold in the manner referred to in the Cerence 2019 Equity Incentive Plan, will be legally and validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am 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.

This opinion is furnished by me as General Counsel of the Company in connection with the filing of the Registration Statement and is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without the prior express written permission of the Company other than in connection with the offer and sale of Shares while the Registration Statement is in effect.

Very truly yours,

 

 

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

Cerence Inc.

Burlington, Massachusetts

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated November 22, 2021, relating to the consolidated and combined financial statements and the effectiveness of Cerence Inc.’s internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021.

 

 

Exhibit 107

Calculation of Filing Fees Table

 

Form S-8

(Form Type)

 

Cerence Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities