Securities Registration: Employee Benefit Plan (s-8)
August 14 2015 - 11:22AM
Edgar (US Regulatory)
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) |
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41-0856543 (I.R.S. Employer Identification No.) |
10050 Crosstown Circle, Suite 500 Eden Prairie, MN (Address of Principal Executive Offices) |
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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 |
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Accelerated Filer x |
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Non-Accelerated Filer o |
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Smaller Reporting Company o |
CALCULATION OF REGISTRATION FEE
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Title of Securities To Be Registered |
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Amount To Be Registered (1) (2) |
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Proposed Maximum Offering Price Per Share (3) |
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Proposed Maximum Aggregate Offering Price (3) |
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Amount of Registration Fee (3) |
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Common Stock, $0.001 par value |
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1,000,000 |
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$ |
6.54 |
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$ |
6,540,000 |
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$ |
759.95 |
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(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 Registrants 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 Commissions rules); and
(d) The description of the Registrants 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 Commissions 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 |
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Amended and Restated Articles of Incorporation of Datalink Corporation (incorporated by reference to Exhibit 3.1 in the Registrants Registration Statement on Form S-1, filed on June 3, 1998 (File No. 333-55935)). |
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4.2 |
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Amended and Restated Bylaws of Datalink Corporation (incorporated by reference to Exhibit 3.2 in the Registrants Current Report on Form 8-K, filed on February 18, 2011 (File No. 000-29758)). |
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4.3 |
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Form of Common Stock Certificate of Datalink Corporation (incorporated by reference to Exhibit 4.1 in the Registrants Registration Statement on Form S-1/A, filed on July 16, 1998 (File No. 333-55935)). |
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5.1 |
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Opinion of Faegre Baker Daniels LLP, counsel for the Registrant. |
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23.1 |
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Consent of Faegre Baker Daniels LLP. |
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23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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99.1 |
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Datalink Corporation 2011 Incentive Compensation Plan, as amended (incorporated by reference to Appendix A to the Registrants Definitive Proxy Statement on Schedule 14A, filed on April 7, 2015 (File No. 000-29758)). |
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99.2 |
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Form of Restricted Stock Award Agreement for Directors (incorporated by reference to Exhibit 10.3 in the Registrants Form 10-Q for the period ended June 30, 2011, filed on August 11, 2011 (File No. 000-29758)). |
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99.3 |
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Form of Restricted Stock Award Agreement for Employees (incorporated by reference to Exhibit 10.4 in the Registrants Form 10-Q for the period ended June 30, 2011, filed on August 11, 2011 (File No. 000-29758)). |
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99.4 |
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Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.5 in the Registrants Form 10-Q for the period ended June 30, 2011, filed on August 11, 2011 (File No. 000-29758)). |
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99.5 |
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Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.6 in the Registrants Form 10-Q for the period ended June 30, 2011, filed on August 11, 2011 (File No. 000-29758)). |
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99.6 |
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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.
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DATALINK CORPORATION |
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By |
/s/ Gregory T. Barnum |
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Gregory T. Barnum |
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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 |
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Title |
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Date |
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/s/ Paul F. Lidsky |
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President, Chief Executive Officer and Director |
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August 14, 2015 |
Paul F. Lidsky |
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Principal Executive Officer |
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/s/ Gregory T. Barnum |
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Vice President, Finance and Chief Financial Officer and Secretary |
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August 14, 2015 |
Gregory T. Barnum |
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Principal Financial Officer |
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/s/ Denise M. Westenfield |
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Vice President, Controller and Chief Accounting Officer and Assistant Secretary |
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August 14, 2015 |
Denise M. Westenfield |
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Principal Accounting Officer |
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/s/ James E. Ousley |
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Chairman of the Board and Director |
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August 14, 2015 |
James E. Ousley |
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/s/ Brent G. Blackey |
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Director |
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August 14, 2015 |
Brent G. Blackey |
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/s/ Greg R. Meland |
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Director |
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August 14, 2015 |
Greg R. Meland |
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/s/ J. Patrick OHalloran |
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Director |
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August 14, 2015 |
J. Patrick OHalloran |
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/s/ Mercedes A. Walton |
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Director |
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August 14, 2015 |
Mercedes A. Walton |
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/s/ James L. Zucco, Jr. |
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Director |
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August 14, 2015 |
James L. Zucco, Jr. |
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II-3
INDEX TO EXHIBITS
No. |
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Description |
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Manner of Filing |
4.1 |
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Amended and Restated Articles of Incorporation of Datalink Corporation |
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Incorporated by Reference |
4.2 |
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Amended and Restated Bylaws of Datalink Corporation |
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Incorporated by Reference |
4.3 |
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Form of Common Stock Certificate of Datalink Corporation |
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Incorporated by Reference |
5.1 |
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Opinion of Faegre Baker Daniels LLP, counsel for the Registrant |
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Filed Electronically |
23.1 |
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Consent of Faegre Baker Daniels LLP (contained in Exhibit 5.1 to this Registration Statement) |
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Filed Electronically |
23.2 |
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Consent of Independent Registered Public Accounting Firm |
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Filed Electronically |
99.1 |
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Datalink Corporation 2011 Incentive Compensation Plan, as amended |
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Incorporated by Reference |
99.2 |
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Form of Restricted Stock Award Agreement for Directors |
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Incorporated by Reference |
99.3 |
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Form of Restricted Stock Award Agreement for Employees |
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Incorporated by Reference |
99.4 |
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Form of Incentive Stock Option Agreement |
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Incorporated by Reference |
99.5 |
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Form of Non-Qualified Stock Option Agreement |
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Incorporated by Reference |
99.6 |
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Form of Deferred Stock Unit Master Agreement |
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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 Companys 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.
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Very truly yours, |
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FAEGRE BAKER DANIELS LLP |
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By: |
/s/ Jonathan R. Zimmerman |
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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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