As filed with the Securities and Exchange Commission on August 14, 2015.

Registration No. 333-    

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

 


 

DATALINK CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Minnesota
(State or Other Jurisdiction of
Incorporation or Organization)

 

41-0856543
(I.R.S. Employer
Identification No.)

 

10050 Crosstown Circle, Suite 500
Eden Prairie, MN
(Address of Principal Executive Offices)

 

55344
(Zip Code)

 

Datalink Corporation

2011 Incentive Compensation Plan

(Full Title of the Plan)

 

Gregory T. Barnum
Vice President, Finance and Chief Financial Officer
Datalink Corporation
10050 Crosstown Circle, Suite 500

Eden Prairie, Minnesota 55344

(Name and Address of Agent for Service)

 

Telephone number, including area code, of agent for service: (952) 944-3462

 


 

Copies to:
Jonathan R. Zimmerman
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
(612) 766-7000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):

 

Large Accelerated Filer o

 

Accelerated Filer x

 

Non-Accelerated Filer o

 

Smaller Reporting Company o

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

Title of Securities To Be
Registered

 

Amount To Be
Registered (1) (2)

 

Proposed Maximum
Offering Price
Per Share (3)

 

Proposed Maximum
Aggregate
Offering Price (3)

 

Amount of
Registration
Fee
(3)

 

Common Stock, $0.001 par value

 

1,000,000

 

$

6.54

 

$

6,540,000

 

$

759.95

 

(1)                     Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares of common stock, par value $0.001 per share (“Common Stock”), that may be issuable under the Datalink Corporation 2011 Incentive Compensation Plan, as amended (the “2011 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar adjustment of the outstanding shares of Common Stock of Datalink Corporation (the “Registrant”).

 

(2)                     Represents 1,000,000 additional shares of Common Stock of the Registrant reserved for future issuance under the 2011 Plan.

 

(3)                     Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 based on the average of the high and low sale prices per share of the Registrant’s Common Stock as quoted on the NASDAQ Global Market on August 12, 2015.

 

 

 



 

DATALINK CORPORATION

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,000,000 shares of Common Stock to be issued pursuant to the Datalink Corporation 2011 Incentive Compensation Plan (the “2011 Plan”). In accordance with Section E of the General Instructions to Form S-8, the Registration Statement previously filed with the Securities and Exchange Commission (the “Commission”) relating to the 2011 Plan (File No. 333-175593) is incorporated by reference herein.

 

PART II

 

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents previously filed with the Commission pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) are, as of their respective dates, incorporated by reference in this registration statement:

 

(a)         The Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 2014;

 

(b)         The Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2015 and the Quarterly Report on Form 10-Q of the Registrant for the quarter ended June 30, 2015; and

 

(c)          The Current Reports on Form 8-K of the Registrant filed on January 14, 2015, February 17, 2015, May 21, 2015 and May 22, 2015 (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules); and

 

(d)         The description of the Registrant’s Common Stock contained in its registration statement on Form 8-A, including any amendments or supplements thereto.

 

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules) after the date of this registration statement and before the filing of a post-effective amendment that indicates that all shares of Common Stock offered have been sold, or that deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference in, and to be a part of, this registration statement from the date of filing of those 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 incorporated herein by reference or in any other subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

II-1



 

Item 8. Exhibits.

 

4.1

 

 

Amended and Restated Articles of Incorporation of Datalink Corporation (incorporated by reference to Exhibit 3.1 in the Registrant’s Registration Statement on Form S-1, filed on June 3, 1998 (File No. 333-55935)).

 

 

 

 

4.2

 

 

Amended and Restated Bylaws of Datalink Corporation (incorporated by reference to Exhibit 3.2 in the Registrant’s Current Report on Form 8-K, filed on February 18, 2011 (File No. 000-29758)).

 

 

 

 

4.3

 

 

Form of Common Stock Certificate of Datalink Corporation (incorporated by reference to Exhibit 4.1 in the Registrant’s Registration Statement on Form S-1/A, filed on July 16, 1998 (File No. 333-55935)).

 

 

 

 

5.1

 

 

Opinion of Faegre Baker Daniels LLP, counsel for the Registrant.

 

 

 

 

23.1

 

 

Consent of Faegre Baker Daniels LLP.

 

 

 

 

23.2

 

 

Consent of Independent Registered Public Accounting Firm.

 

 

 

 

99.1

 

 

Datalink Corporation 2011 Incentive Compensation Plan, as amended (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 7, 2015 (File No. 000-29758)).

 

 

 

 

99.2

 

 

Form of Restricted Stock Award Agreement for Directors (incorporated by reference to Exhibit 10.3 in the Registrant’s Form 10-Q for the period ended June 30, 2011, filed on August 11, 2011 (File No. 000-29758)).

 

 

 

 

99.3

 

 

Form of Restricted Stock Award Agreement for Employees (incorporated by reference to Exhibit 10.4 in the Registrant’s Form 10-Q for the period ended June 30, 2011, filed on August 11, 2011 (File No. 000-29758)).

 

 

 

 

99.4

 

 

Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.5 in the Registrant’s Form 10-Q for the period ended June 30, 2011, filed on August 11, 2011 (File No. 000-29758)).

 

 

 

 

99.5

 

 

Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.6 in the Registrant’s Form 10-Q for the period ended June 30, 2011, filed on August 11, 2011 (File No. 000-29758)).

 

 

 

 

99.6

 

 

Form of Deferred Stock Unit Master Agreement (incorporated by reference to Exhibit 10.1 in our Form 10-Q for the period ended March 31, 2014, filed on May 9, 2014 (File No. 000-29758).

 

II-2



 

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 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 Eden Prairie, State of Minnesota on August 14, 2015.

 

 

DATALINK CORPORATION

 

By

/s/ Gregory T. Barnum

 

 

Gregory T. Barnum

 

 

Vice President, Finance and Chief Financial Officer

 

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:

 

Name

 

Title

 

Date

 

 

 

 

 

/s/ Paul F. Lidsky

 

President, Chief Executive Officer and Director

 

August 14, 2015

Paul F. Lidsky

 

 

 

 

Principal Executive Officer

 

 

 

 

 

 

 

 

 

/s/ Gregory T. Barnum

 

Vice President, Finance and Chief Financial Officer and Secretary

 

August 14, 2015

Gregory T. Barnum

 

 

 

 

Principal Financial Officer

 

 

 

 

 

 

 

 

 

/s/ Denise M. Westenfield

 

Vice President, Controller and Chief Accounting Officer and Assistant Secretary

 

August 14, 2015

Denise M. Westenfield

 

 

 

 

Principal Accounting Officer

 

 

 

 

 

 

 

 

 

/s/ James E. Ousley

 

Chairman of the Board and Director

 

August 14, 2015

James E. Ousley

 

 

 

 

 

 

 

 

 

/s/ Brent G. Blackey

 

Director

 

August 14, 2015

Brent G. Blackey

 

 

 

 

 

 

 

 

 

/s/ Greg R. Meland

 

Director

 

August 14, 2015

Greg R. Meland

 

 

 

 

 

 

 

 

 

/s/ J. Patrick O’Halloran

 

Director

 

August 14, 2015

J. Patrick O’Halloran

 

 

 

 

 

 

 

 

 

/s/ Mercedes A. Walton

 

Director

 

August 14, 2015

Mercedes A. Walton

 

 

 

 

 

 

 

 

 

/s/ James L. Zucco, Jr.

 

Director

 

August 14, 2015

James L. Zucco, Jr.

 

 

 

 

 

II-3



 

INDEX TO EXHIBITS

 

No.

 

Description

 

Manner of Filing

4.1

 

Amended and Restated Articles of Incorporation of Datalink Corporation

 

Incorporated by Reference

4.2

 

Amended and Restated Bylaws of Datalink Corporation

 

Incorporated by Reference

4.3

 

Form of Common Stock Certificate of Datalink Corporation

 

Incorporated by Reference

5.1

 

Opinion of Faegre Baker Daniels LLP, counsel for the Registrant

 

Filed Electronically

23.1

 

Consent of Faegre Baker Daniels LLP (contained in Exhibit 5.1 to this Registration Statement)

 

Filed Electronically

23.2

 

Consent of Independent Registered Public Accounting Firm

 

Filed Electronically

99.1

 

Datalink Corporation 2011 Incentive Compensation Plan, as amended

 

Incorporated by Reference

99.2

 

Form of Restricted Stock Award Agreement for Directors

 

Incorporated by Reference

99.3

 

Form of Restricted Stock Award Agreement for Employees

 

Incorporated by Reference

99.4

 

Form of Incentive Stock Option Agreement

 

Incorporated by Reference

99.5

 

Form of Non-Qualified Stock Option Agreement

 

Incorporated by Reference

99.6

 

Form of Deferred Stock Unit Master Agreement

 

Incorporated by Reference

 

II-4




EXHIBIT 5.1

 

FAEGRE BAKER DANIELS LLP
90 South Seventh Street
Minneapolis, Minnesota 55402
Telephone (612) 766-7000
Facsimile (612) 766-1600

 

August 14, 2015

 

Board of Directors

Datalink Corporation

10050 Crosstown Circle, Suite 500

Eden Prairie, Minnesota 55344

 

Re:                             Datalink Corporation Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

In connection with the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to the registration of an additional 1,000,000 shares of common stock (the “Shares”) under the Datalink Corporation 2011 Incentive Compensation Plan, as amended (the “Plan”), we have examined such corporate records and other documents, including the Registration Statement, and have reviewed such matters of law as we have deemed relevant hereto, and, based upon such examination and review, it is our opinion that all necessary corporate action on the part of Datalink Corporation (the “Company”) has been taken to authorize the issuance and sale of the Shares to be issued in accordance with the Plan and that, when issued and sold as contemplated in the Registration Statement and in accordance with the Plan and the award agreements thereunder, the additional Shares will be legally issued, fully paid and nonassessable.

 

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents.  We have also assumed that the Company’s Board of Directors, or a duly authorized committee thereof, will have approved the issuance of each award under the Plan prior to the issuance thereof.  As to any facts material this opinion which we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

 

The foregoing opinions are limited to the Business Corporation Act of the State of Minnesota and the federal laws of the United States of America.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

 

Very truly yours,

 

 

 

FAEGRE BAKER DANIELS LLP

 

 

 

 

 

By:

/s/ Jonathan R. Zimmerman

 

 

Jonathan R. Zimmerman

 




EXHIBIT 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Datalink Corporation of our reports dated March 13, 2015, relating to our audits of the financial statements, the financial statement schedule and internal control over financial reporting, which appear in the Annual Report on Form 10-K of Datalink Corporation for the year ended December 31, 2014.

 

/s/ McGladrey LLP

 

Minneapolis, Minnesota

August 14, 2015

 


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