Securities Registration: Employee Benefit Plan (s-8)
October 26 2016 - 4:16PM
Edgar (US Regulatory)
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ZEDGE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
26-3199071
|
(State
of Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
22
Cortlandt Street (14
th
Floor)
New
York, NY 10007
(330)
577-3424
(Address
of Principal Executive Offices, Including Zip Code and Telephone Number)
Zedge, Inc. 2016 Stock Option and Incentive Plan,
as Amended and Restated
(Full
Title of the Plan)
Jonathan
Reich
Chief
Financial Officer
Zedge,
Inc.
22
Cortlandt Street (14
th
Floor)
New
York, NY 10007
(330)
577-3424
(Name,
Address, including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
Dov
T. Schwell, Esq.
Schwell
Wimpfheimer & Associates LLP
1430
Broadway, Suite 1615
New
York, NY 10018
(646)
328-0795
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting
company. See definitions of “large accelerated filer,” “accelerated filer” and “small reporting
company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
|
Non-accelerated
filer
|
☐
|
Smaller reporting company
|
þ
|
|
CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered
|
|
Amount
to be
Registered
(1)
|
|
|
Proposed
Maximum
Offering Price
Per Share
|
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
|
Amount of
Registration Fee
|
|
Class B Common Stock, par value $.01 per share
|
|
|
500,000
|
(2)
|
|
$
|
3.23
|
(3)
|
|
$
|
1,615,000
|
(3)
|
|
$
|
187.18
|
|
Total
|
|
|
500,000
|
|
|
|
|
|
|
$
|
1,615,000
|
|
|
$
|
187.18
|
|
(1)
|
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares being
registered shall be adjusted to include such additional indeterminate number of shares as may be issuable pursuant to the
anti-dilution provisions of the Zedge, Inc. 2016 Stock Option and Incentive Plan, as Amended and Restated (the “SOP”).
In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plans described herein.
|
(2)
|
Represents
shares of Class B Common Stock of the Registrant (“Class B Common Stock”) reserved for issuance pursuant to the
SOP.
|
(3)
|
Estimated
solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, and
based upon the average of the high and low reported prices of the shares of Class B Common Stock on the NYSE MKT on October
24, 2016.
|
PART
I
SECTION
10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Zedge, Inc.
2016 Stock Option and Incentive Plan, as Amended and Restated (the “SOP”) as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the “Commission”) under the Securities Act (§230.428(b)(1)). Such
documents need not be filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 (§230.424). These documents and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act. See Rule 428(a)(1) (§230.428(a)(1)).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The
following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant, pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration
Statement:
|
(a)
|
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31,
2016, filed with the Commission on October 26, 2016;
|
|
|
|
|
(b)
|
The Registrant’s Current Report on Form 8-K filed
with the Commission on September 29, 2016; and
|
|
|
|
|
(c)
|
The
description of the Class B common stock, par value $.01 per share (the “Class B
Common Stock”), of the Registrant set forth under Item 11 in the Post-Effective
Amendment No. 2 to the Registrant’s Registration Statement on Form 10, filed with
the Commission on June 1, 2016, including any amendment or report filed for the
purpose of updating such information.
|
All
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
of such 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 in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4.
Description of Securities.
Not
applicable.
Item 5.
Interests of Named Experts and Counsel.
None.
Item 6.
Indemnification of Directors and Officers.
The
Registrant’s Certificate of Incorporation provides that, no director shall be personally liable to the Corporation or any
of its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for breach of
the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any
transaction from which the director derived an improper personal benefit and that any alteration, amendment or repeal of
this section by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation
existing at the time of such alteration, amendment or repeal with respect to acts or omissions occurring prior to such alteration,
amendment or repeal.
The
Registrant’s By-Laws provide that the Registrant shall 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 he is or was a director or officer of
the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director
or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The
By-laws further provide that the Corporation shall 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
by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner
he 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.
Item 7.
Exemption from Registration Claimed.
Not
applicable.
Item 8.
Exhibits.
Exhibit No.
|
|
Description
|
|
|
|
4.1
|
|
Zedge, Inc.’s 2016 Stock Option and Incentive Plan, as Amended and Restated (incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed with the Commission on October 26, 2016).
|
|
|
|
*5.1
|
|
Legal Opinion of Schwell Wimpfheimer and Associates LLP.
|
|
|
|
*23.1
|
|
Consent of Schwell Wimpfheimer and Associates LLP (included in Exhibit 5.1 hereto).
|
|
|
|
*23.2
|
|
Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.
|
|
|
|
24.1
|
|
Power of Attorney (included in the Signature Pages to this Registration Statement).
|
Item 9.
Undertakings.
|
(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:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
|
|
|
(ii)
|
To
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 the
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 end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective Registration Statement; and
|
|
|
|
|
(iii)
|
To
include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in
the Registration Statement.
|
provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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.
|
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 Form S-8 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 26, 2016.
|
ZEDGE,
INC.
|
|
|
|
|
By:
|
/s/
Jonathan Reich
|
|
|
Jonathan
Reich
|
|
|
Chief
Financial Officer
|
The
undersigned directors and officers hereby constitute and appoint Jonathan Reich, with full power to act and with full power of
substitution and resubstitution, our true and lawful attorney-in-fact with full power to execute in our name in the capacities
indicated any and all amendments (including post-effective amendments) to this Registration Statement and to sign any and all
additional registration statements relating to the same offering of securities as this Form S-8 that are filed pursuant to the
requirements of the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission and hereby ratify and confirm that all such attorneys-in fact, or either
of them, or their substitutes shall lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following
persons in the capacities indicated as of October 26, 2016.
Signature
|
|
Titles
|
|
|
|
/s/
Tom
Arnoy
|
|
Chief
Executive Officer
|
Tom
Arnoy
|
|
(Principal Executive Officer)
|
|
|
|
/s/
Jonathan
Reich
|
|
Chief
Financial Officer
|
Jonathan
Reich
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/
Marie
Therese Carney
|
|
|
Marie
Therese Carney
|
|
Director
|
|
|
|
/s/
Mark
Ghermezian
|
|
|
Mark
Ghermezian
|
|
Director
|
|
|
|
/s/
Stephen
Greenberg
|
|
|
Stephen
Greenberg
|
|
Director
|
|
|
|
/s/
Howard
S. Jonas
|
|
|
Howard
S. Jonas
|
|
Director
|
|
|
|
/s/
Michael
Jonas
|
|
|
Michael
Jonas
|
|
Director
|
EXHIBIT
INDEX
Exhibit No.
|
|
Description
|
|
|
|
4.1
|
|
Zedge, Inc.’s 2016 Stock Option and Incentive Plan, as Amended and Restated (incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed with the Commission on October 26, 2016).
|
|
|
|
*5.1
|
|
Legal Opinion of Schwell Wimpfheimer and Associates LLP.
|
|
|
|
*23.1
|
|
Consent of Schwell Wimpfheimer and Associates LLP (included in Exhibit 5.1 hereto).
|
|
|
|
*23.2
|
|
Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.
|
|
|
|
24.1
|
|
Power of Attorney (included in the Signature Pages to this Registration Statement).
|
5
Zedge (AMEX:ZDGE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Zedge (AMEX:ZDGE)
Historical Stock Chart
From Apr 2023 to Apr 2024