Securities Registration: Employee Benefit Plan (s-8)
October 11 2016 - 5:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 11, 2016
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Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
EVINE
Live Inc.
(Exact
name of registrant as specified in its charter)
Minnesota
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6740 Shady Oak Road
Eden Prairie, MN 55344-3533
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41-1673770
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(State or other jurisdiction of
incorporation or organization)
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(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification No.)
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EVINE Live Inc. 2011 Omnibus Incentive
Plan
(Full
title of the plan)
Damon E. Schramm
Senior Vice President, General Counsel
and Secretary
EVINE Live Inc.
6740 Shady Oak Road
Eden Prairie, MN 55344-3533
(Name
and address of agent for service)
(952) 943-6000
(Telephone number, including area code,
of agent for service)
Copies
to:
J.C. Anderson
Nicole Strydom
Gray, Plant, Mooty, Mooty & Bennett,
P.A.
500 IDS Center, 80 South 8th Street
Minneapolis, Minnesota 55402
Telephone: (612) 632-3002
Facsimile: (612) 632-4002
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 definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
o
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Accelerated Filer
þ
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Non-Accelerated Filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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CALCULATION OF REGISTRATION FEE
Title of
Securities to be Registered
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Proposed Maximum Amount to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
(2)
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Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Common stock,
par value $.01 per share
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3,500,000
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$2.16
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$7,560,000
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$876.20
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933,
as amended (the “Securities Act”), this registration statement also will cover any additional shares of common stock
that become issuable under the EVINE Live Inc. 2011 Omnibus Incentive Plan, as amended, by reason of any stock dividend, stock
split, recapitalization or other similar transactions effected without EVINE Live Inc.’s (the “Registrant”)
receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s common stock.
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(2)
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Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457(h) and based upon the average of the high and low sales price of the Registrant’s common stock
on October 6, 2016, as reported by the NASDAQ Global Market.
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INCORPORATION OF CONTENTS
OF REGISTRATION STATEMENT BY REFERENCE
The shareholders of EVINE Live Inc. (the
“Registrant”) approved an amendment to the Registrant’s 2011 Omnibus Incentive Plan, as amended (the “2011
Plan”), on June 22, 2016 to increase the number of shares issuable under the 2011 Plan by 3,500,000 shares of common stock.
This registration statement on Form S-8 is being filed for the purpose of registering an additional 3,500,000 shares of the Registrant’s
common stock to be issued pursuant to the 2011 Plan. In accordance with Section E of the General Instructions to Form S-8, the
registration statement on Form S-8 (No. 33-175319) relating to the 2011 Plan previously filed with the Securities and Exchange
Commission is incorporated by reference into this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
The exhibits are listed on the index of exhibits
that follows the signatures in the registration statement.
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 October 11, 2016.
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EVINE LIVE INC
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By:
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/s/ Robert Rosenblatt
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Name: Robert Rosenblatt
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Title: Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Robert Rosenblatt, Timothy Peterman or Damon
E. Schramm, or any of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including
post-effective amendments,
to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange 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 to 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 any of them, or their or his or her substitutes
or substitute, may lawfully 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 below by the following persons on behalf
of the registrant in the capacities and on the dates indicated.
SIGNATURE
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TITLE
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DATE
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/s/ Robert
Rosenblatt
Robert Rosenblatt
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Chief Executive Officer and Director
(Principal Executive Officer)
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October 11, 2016
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/s/ Timothy
Peterman
Timothy Peterman
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Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
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October 11, 2016
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/s/ Landel
C. Hobbs
Landel C. Hobbs
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Chairman of the Board
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October 11, 2016
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/s/ Thomas
Beers
Thomas Beers
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Director
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October 11, 2016
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/s/ Neal
Grabell
Neal Grabell
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Director
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October 11, 2016
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/s/ Lisa
Letizio
Lisa Letizio
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Director
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October 11, 2016
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/s/ Lowell
Robinson
Lowell Robinson
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Director
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October 11, 2016
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/s/ Fred
Siegel
Fred Siegel
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Director
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October 11, 2016
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INDEX TO EXHIBITS
Exhibit No.
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Description of Exhibit
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Method of Filing
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4.1
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Shareholder Agreement dated April 29, 2016 between the Registrant and NBC Universal Media, LLC
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Incorporated by reference (A)
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4.2
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Amendment to the Amended and Restated Registration Rights Agreement dated April 29, 2016 among the Registrant, ASF Radio, L.P. and NBCUniversal Media, LLC
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Incorporated by reference (B)
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4.3
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Shareholder Rights Plan dated July 13, 2015 between the Registrant and Wells Fargo Bank, N.A.
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Incorporated by reference (C)
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4.4
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Form of Common Stock Certificate
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Incorporated by reference (D)
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5.1
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Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
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Filed herewith
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23.1
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Consent of Deloitte & Touche LLP
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Filed herewith
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23.2
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Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in Exhibit 5.1)
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Filed herewith
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24.1
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Powers
of Attorney (incorporated by reference to the signature page hereto)
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Filed herewith
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99.1
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EVINE Live Inc. 2011 Omnibus Incentive Plan, as amended
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Incorporated by reference (E)
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99.2
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Form of Incentive Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference (F)
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99.3
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Form of Non-Statutory Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference (G)
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99.4
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Form of Performance Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference (H)
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99.5
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Form of Performance Stock Unit Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference (I)
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(A)
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Incorporated herein by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K dated April 29, 2016, filed on May 2, 2016, File No. 0-20243.
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(B)
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Incorporated herein by reference to Exhibit 10.2 to the
Registrant’s Current Report on Form 8-K dated April 29, 2016, filed on May 2, 2016, File No. 0-20243.
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(C)
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Incorporated herein by reference to Appendix A to the
Registrant’s Proxy Statement filed on May 13, 2016, File No. 0-20243.
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(D)
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Incorporated herein by reference to Exhibit 4.5 to the
Registrant’s Registration Statement on Form S-3/A, filed on May 13, 2015, File No. 333-167396.
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(E)
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Incorporated by reference to Appendix B to the Registrant’s
Proxy Statement filed on May 13, 2016, File No. 0-20243.
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(F)
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Incorporated by reference to Exhibit 10.13 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended January 30, 2016, filed on April 1, 2016, File No. 0-20243.
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(G)
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Incorporated by reference to Exhibit 10.14 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended January 30, 2016, filed on April 1, 2016, File No. 0-20243.
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(H)
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Incorporated by reference to Exhibit 10.15 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended January 30, 2016, filed on April 1, 2016, File No. 0-20243.
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(I)
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Incorporated by reference to Exhibit 10.21 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended January 30, 2016, filed on April 1, 2016, File No. 0-20243.
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