UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
__________________________
PSM Holdings, Inc.
(Exact name of registrant as specified in its charter)
__________________________
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Delaware |
90-0332127 |
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State or other jurisdiction of incorporation or organization |
I.R.S. Employer I.D. No. |
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5900 Mosteller Drive, Oklahoma City, OK |
73112 |
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(Address of Principal Executive Offices) |
(Zip Code) |
__________________________
2015 Stock Incentive Plan
(Full titles of the plan)
__________________________
Kevin Gadawski, Chief Financial Officer
PSM Holdings, Inc.
5900 Mosteller Drive
Oklahoma City, OK 73112
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (302) 658-7581
__________________________
Copies to:
Ronald N. Vance
The Law Office of Ronald N. Vance & Associates, P.C.
1656 Reunion Avenue
Suite 250
South Jordan, UT 84095
Telephone (801) 446-8802
FAX (801) 446-8803
__________________________
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer ☐ |
Accelerated Filer ☐ |
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Non-Accelerated Filer ☐ |
Smaller reporting company ☒ |
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered |
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Amount to be
Registered (1) |
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Proposed Maximum Offering Price Per Share (2) |
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Proposed Maximum Aggregate Offering Price |
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Amount of
Registration Fee |
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Common Stock, Par Value $.001 |
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10,000,000 |
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$0.036 (3) |
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$360,000 |
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Common Stock, Par Value $.001 |
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1,000,000 |
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$0.53 (4) |
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$530,000 |
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Common Stock, Par Value $.001 |
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29,000,000 |
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$0.20 (5) |
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$5,800,000 |
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40,000,000 |
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$6,690,000 |
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$777.38 |
(1) This Registration Statement shall also cover any additional shares of the Registrant’s common stock in respect to 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 which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(2) This calculation is made solely for the purposes of determining the registration fee pursuant to the provisions of Rule 457(g) under the Securities Act.
(3) This calculation is based upon 10,000,000 outstanding options granted with an exercise price of $0.036 per share.
(4) This calculation is based upon 1,000,000 outstanding options granted with an exercise price of $0.036 per share.
(5) This calculation is based upon the average bid and asked price for the common stock on June 1, 2015.
Table of Contents
Page
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PART I |
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Item 1. Plan Information |
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Item 2. Registrant Information and Employee Plan Annual Information |
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PART II |
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Item 3. Incorporation of Documents by Reference |
4 |
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Item 4. Description of Securities |
4 |
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Item 5. Interests of Named Experts and Counsel |
4 |
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Item 6. Indemnification of Directors and Officers |
5 |
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Item 7. Exemption from Registration Claimed |
6 |
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Item 8. Exhibits |
6 |
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Item 9. Undertakings |
6 |
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SIGNATURES |
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PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The documents containing the information specified in Part I, Items 1 and 2, will be delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
Item 2. Registrant Information and Employee Plan Annual Information
The officers, directors, employees, consultants and advisors participating in the 2015 Stock Incentive Plan and recipients of the option and stock grants will be provided a written statement notifying them that upon written or oral request they will be provided, without charge, (i) the documents incorporated by reference in Item 3 of Part II of this registration statement, and (ii) other documents required to be delivered pursuant to Rule 428(b). The statement will inform the participants that these documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed in writing or orally to the Registrant’s Chief Financial Officer at 5900 Mosteller Drive, Oklahoma City, OK 73112, telephone number (405) 753-1900.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
PSM Holdings, Inc. (the “Registrant”) hereby incorporates into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
(a) The Registrant’s Annual Report on Form 10-K for the year ended June 30, 2014, filed with the Commission on October 14, 2014, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
(c) The description of the Registrant’s Common Stock as set forth in the Registrant's Registration Statement on Form 8-A (File No. 000-54988), filed with the Commission on June 28, 2013, pursuant to Section 12(g) of the Exchange Act.
All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Ronald N. Vance, owner of The Law Office of Ronald N. Vance & Associates, PC, counsel for the Registrant which issued the legal opinion included as Exhibit 5.1 to this Registration Statement, owns 122,110 shares of common stock of the Registrant.
Item 6. Indemnification of Directors and Officers
Section 145(a) of the General Corporation Law of the State of Delaware, as amended (the “Delaware Corporation Law”), provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, has no reasonable cause to believe such person’s conduct was unlawful.
Section 145(b) of the Delaware Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation in such capacity in any other enterprise, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145(g) of the Delaware Corporation Law provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise, against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, regardless of whether the corporation would have the power to indemnify the person against such liability under the provisions of the law.
Article 5.1 of the Registrant’s Certificate of Incorporation eliminates the personal monetary liability of its directors to the corporation or its stockholders for breach of fiduciary duty by such persons as directors, except for any breach of the director’s duty of loyalty to the Corporation or its stockholders, acts or omission not in good faith or which involve intentional misconduct or a knowing violation of law, under section 174 of the Delaware General Corporate Law, or for any transaction from which the director derived an improper personal benefit.
Section 5.2 of the Registrant’s Certificate of Incorporation and Article VIII of the Registrant’s Bylaws provide that the Corporation shall indemnify its directors and officers to the fullest extent permitted by the laws of the State of Delaware.
Directors and officers are also insured against certain liabilities for their actions, as such, by an insurance policy obtained by the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Incorporated by Reference |
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Exhibit
Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing
Date |
Filed
Herewith |
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4.1 |
Certificate of Incorporation |
8-K |
333-151807 |
3.1 |
1/4/12 |
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4.2 |
Amendment to Certificate of Incorporation |
8-K |
000-54988 |
3.1 |
11/12/14 |
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4.3 |
Current Bylaws |
8-K |
333-151807 |
3.2 |
1/4/12 |
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4.4 |
2015 Stock Incentive Plan |
10-Q |
000-54988 |
4.1 |
5/20/15 |
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5.1 |
Opinion and Consent of Counsel |
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X |
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23.1 |
Consent of Accounting & Consulting Group, LLP, independent registered public accounting firm |
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X |
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23.2 |
Consent of Counsel (included in Exhibit No. 5.1) |
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Item 9. Undertakings
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(a) |
The undersigned Registrant hereby undertakes: |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) Include any material or changed information with respect to the plan of distribution.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
This Space Intentionally Left Blank
Signature Page to Follow
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 Form S-8 and has duly caused the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dana Point, California, on June 2, 2015.
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PSM Holdings, Inc. |
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By: |
/s/ Kevin Gadawski |
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Kevin Gadawski, President and Chief Executive Officer |
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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.
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Date: June 2, 2015 |
By: |
/s/ Kevin Gadawski |
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Kevin Gadawski, Director, President, Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer) |
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Date: June 2, 2015 |
By: |
/s/ Michael Margolies |
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Michael Margolies, Director |
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Date: June 2, 2015 |
By: |
/s/ James C. Miller |
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James C. Miller, Director |
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EXHIBIT INDEX
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Incorporated by Reference |
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Exhibit
Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing
Date |
Filed
Herewith |
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4.1 |
Certificate of Incorporation |
8-K |
333-151807 |
3.1 |
1/4/12 |
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4.2 |
Amendment to Certificate of Incorporation |
8-K |
000-54988 |
3.1 |
11/12/14 |
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4.3 |
Current Bylaws |
8-K |
333-151807 |
3.2 |
1/4/12 |
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4.4 |
2015 Stock Incentive Plan |
10-Q |
000-54988 |
4.1 |
5/20/15 |
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5.1 |
Opinion and Consent of Counsel |
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X |
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23.1 |
Consent of Accounting & Consulting Group, LLP, independent registered public accounting firm |
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X |
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23.2 |
Consent of Counsel (included in Exhibit No. 5.1) |
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9
Exhibit 5.1
THE LAW OFFICE OF
Ronald N. Vance & Associates, P. C.
Attorneys at Law
1656 Reunion Avenue
SUITE 250
South Jordan, UTAH 84095
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Ronald N. Vance |
TELEPHONE (801) 446-8802 |
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Brian M. Higley |
FAX (801) 446-8803 |
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Gregory B. Lyle |
EMAIL: ron@vancelaw.us |
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EMAIL: brian@vancelaw.us |
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EMAIL: greg@vancelaw.us |
June 2, 2015
Board of Directors
PSM Holdings, Inc.
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by PSM Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 40,000,000 shares of the Company’s Common Stock (the “Shares”), subject to issuance by the Company upon the exercise of stock options or the grant of shares of Common Stock under the Company’s 2015 Stock Incentive Plan, as amended (the “Plan”). In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:
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the Company’s Certificate of Incorporation as amended; |
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the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference; |
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4. |
resolutions of the Board of Directors; and |
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5. |
the Plan and its grant forms. |
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any such document and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Shares will be, when issued, properly signed by authorized officers of the Company or their agents and that the stock grant agreements will be duly executed and delivered by all parties thereto.
As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from such documents. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.
The opinions expressed below are limited to the laws of the State of Delaware (including the applicable provisions of the Delaware Constitution applicable judicial and regulatory decisions interpreting these laws and applicable rules and regulations underlying these laws) and the federal laws of the United States.
Board of Directors
PSM Holdings, Inc.
June 2, 2015
Page 2
Based upon the foregoing, it is our opinion that the 40,000,000 Shares that may be issued and sold by the Company under the Plan, when issued, sold and delivered in accordance with the applicable Plan and agreements and in the manner and for the consideration stated in the Registration Statement, will be validly issued, fully paid and nonassessable.
The foregoing opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) general principles of equity (whether considered in a proceeding in equity or at law); and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to this firm, if any, in the Registration Statement and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on my understanding of facts in existence as of such date after the aforementioned examination. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.
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Very truly yours, |
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The Law Office of
Ronald N. Vance & Associates, P.C. |
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By: |
/s/ Ronald N. Vance |
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Ronald N. Vance, President |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
PSM Holdings, Inc.
We hereby consent to the incorporation in the Registration Statement dated on or about June 2, 2015, on Form S-8 of PSM Holdings, Inc. of our auditors’ report dated October 14, 2014 on the consolidated balance sheets of PSM Holdings, Inc. as of June 30, 2014 and 2013, and the related consolidated statements of operations and comprehensive income (loss), cash flows and stockholders’ equity for each of the years in the two-year period ended June 30, 2014.
/s/ Accounting and Consulting Group, LLP
Certified Public Accountants
Carlsbad, New Mexico
June 2, 2015