As filed with the Securities and Exchange Commission on June 9, 2023

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________________

LUMINAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware83-1804317
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
(Address of Principal Executive Offices) (Zip Code)

Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan
(Full title of the plan)


Austin Russell
President and Chief Executive Officer
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
Telephone: (407) 900-5259
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Daniel S. Kim, Esq.
Mitchell Zuklie, Esq.
William L. Hughes, Esq.
Orrick, Herrington & Sutcliffe LLP
631 Wilshire Boulevard
Santa Monica, California 90401
Tel: (301) 633-2800
 
Alan Prescott, Esq.
Chief Legal Officer
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
Telephone: (407) 900-5259

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, Luminar Technologies, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 18,358,365 additional shares of Class A common stock under the Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan (the “Plan”) pursuant to the provisions of the Plan providing for an automatic increase in the number of shares reserved for issuance under the Plan. The Registrant previously registered shares of its Class A common stock for issuance under the Plan on February 26, 2021 (Registration No. 333-253658) and June 22, 2022 (Registration No. 333-265752). This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements referenced above.
Item 8.     Exhibits.
The following documents are filed as exhibits to this Registration Statement.
Incorporated by Reference
Exhibit
Number		Description of ExhibitFormFile No.ExhibitFiling DateFiled
Herewith
5.1X
23.1X
23.2X
24.1X
99.110-K001-3879110.62/28/23
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 Orlando, Florida, on June 9, 2023.
LUMINAR TECHNOLOGIES, INC.
By: /s/ Austin Russell
 Austin Russell
 
President, Chief Executive Officer and Chairman of the Board of Directors

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Austin Russell, Alan Prescott and Thomas J. Fennimore, 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:
Signature Title Date
/s/ Austin Russell President, Chief Executive Officer and Chairman of the Board of Directors June 9, 2023
Austin Russell 
(Principal Executive Officer)
  
/s/ Thomas J. Fennimore Chief Financial Officer June 9, 2023
Thomas J. Fennimore 
(Principal Financial and Accounting Officer)
  
/s/ Alec E. Gores Director June 9, 2023
Alec E. Gores    
/s/ Jun Hong HengDirectorJune 9, 2023
Jun Hong Heng
/s/ Mary Lou Jepsen, PhDDirectorJune 9, 2023
Mary Lou Jepsen, PhD
/s/ Shaun Maguire, PhD Director June 9, 2023
Shaun Maguire, PhD    
/s/ Katharine A. Martin
DirectorJune 9, 2023
Katharine A. Martin
/s/ Matthew J. Simoncini Director June 9, 2023
Matthew J. Simoncini    
/s/ Daniel D. TempestaDirectorJune 9, 2023
Daniel D. Tempesta