Securities Registration: Employee Benefit Plan (s-8)
August 10 2017 - 8:55AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 9, 2017
Registration
No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
LONG
ISLAND ICED TEA CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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47-2624098
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation
or organization)
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Identification
Number)
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116
Charlotte Avenue
Hicksville,
New York 11801
(Address
of Principal Executive Offices)
LONG
ISLAND ICED TEA CORP. 2015 LONG-TERM INCENTIVE EQUITY PLAN
(Full
title of the plan)
Philip
Thomas, Chief Executive Officer
Long
Island Iced Tea Corp.
116
Charlotte Avenue
Hicksville,
New York 11801
(Name,
address and telephone number, including area code, of agent for service)
with
a copy to
:
David
Alan Miller, Esq.
Jeffrey
M. Gallant, Esq.
Graubard
Miller
The
Chrysler Building
405
Lexington Avenue, 11
th
floor
New
York, NY 10174
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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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(Do
not check if a smaller reporting company)
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[X]
CALCULATION
OF REGISTRATION FEE
Title
of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share
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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 $.0001
per share, newly reserved under the Long Island Iced Tea Corp. 2015 Long-Term Incentive Equity Plan, as amended and restated,
subject to outstanding options
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275,594
shares(2)
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$
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4.51
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(2)
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$
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1,242,929
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$
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144.06
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Common Stock,
par value $.0001 per share, newly reserved under the Long Island Iced Tea Corp. 2015 Long-Term Incentive Equity Plan, as amended
and restated
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7,639
shares(2)
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$
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4.29
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(3)
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$
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32,771
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$
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3.80
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Total
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$
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147.86
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(1)
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Pursuant
to Rule 416, this registration statement also covers such additional securities that may be offered pursuant to the terms
of the Long Island Iced Tea Corp. 2015 Long-Term Incentive Equity Plan, as amended and restated, as a result of one or more
adjustments under the plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
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(2)
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Shares
of common stock newly reserved under the Long Island Iced Tea Corp. 2015 Long-Term Incentive Equity Plan, as amended and restated,
that are subject to outstanding options. Pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended,
the proposed maximum offering price per share was calculated on the basis of the exercise price of the options. The exercise
price presented is a weighted average exercise price.
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(3)
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Shares
of common stock newly reserved under the Long Island Iced Tea Corp. 2015 Long-Term Incentive Equity Plan, as amended and restated,
that are not subject to outstanding options. Pursuant to Rule 457(c) and 457(h) promulgated under the Securities Act of 1933,
as amended, the proposed maximum offering price per share was calculated on the basis of the average of the high and low prices
of our common stock as reported on the NASDAQ Capital Market on August 8, 2017.
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In
accordance with the provisions of Rule 462 promulgated under the Securities Act of 1933, as amended, the Registration Statement
will become effective upon filing with the Securities and Exchange Commission.
EXPLANATORY
NOTE
This
Registration Statement is filed by Long Island Iced Tea Corp. (the “Company”) to register additional securities issuable
pursuant to the Company’s 2015 Long-Term Incentive Equity Plan, as amended and restated (the “Plan”), and consists
of only those items required by General Instruction E to Form S-8. The Company hereby incorporates by reference into this Registration
Statement the contents of the prior registration statement on Form S-8 relating to the Plan, filed with the Securities and Exchange
Commission (the “SEC”) on September 20, 2016 (File No. 333-213711).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item
3.
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Incorporation
of Documents by Reference.
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The
following documents that we have previously filed with the SEC are incorporated by reference in this registration statement (excluding
any reports or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits
included with such items):
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●
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2016 (filed March 31, 2017).
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Quarterly
Report on Form 10-Q for the fiscal quarters ended March 31, 2017 (filed May 12, 2017).
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●
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Current
Reports on Form 8-K dated January 17, 2017 (filed January 18, 2017), January 25, 2017 (filed January 25, 2017), January 27,
2017 (filed January 27, 2017), January 30, 2017 (filed January 30, 2017), March 10, 2017 (filed March 15, 2017), June 14,
2017 (filed June 15, 2017), June 14, 2017 (filed June 16, 2017), July 6, 2017 (filed July 7, 2017), July 7, 2017 (filed July
13, 2017) and July 11, 2017 (filed July 14, 2017).
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●
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Form
8-A filed on June 20, 2016 registering our common stock, under Section 12(b) of the Exchange Act.
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All
documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (“Exchange Act”), prior to the filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all securities then remaining unsold (excluding any reports or portions thereof that
are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included with such items), will be
deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the
respective date of filing. Any statement contained in a document incorporated by reference in this registration statement will
be modified or superseded for all purposes to the extent that a statement contained in this registration statement or in any other
subsequently filed document which is incorporated by reference modifies or replaces the statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or amended, to constitute a part of this registration statement.
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Item
5.
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Interests
of Named Experts and Counsel.
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Graubard
Miller issued the opinion as to the legality of the shares of our common stock being registered pursuant to this registration
statement. Graubard Miller owns 51,295 shares of our common stock.
See
the Exhibit Index, which is incorporated herein by reference.
(a)
The undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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;
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(iii)
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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.
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Provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
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(2)
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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.
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(3)
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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.
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(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 Securities 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.
(h)
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 procedures, 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 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 against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
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 Hicksville, New York on this 9th day of August, 2017.
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LONG
ISLAND ICED TEA CORP.
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By:
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/s/
Philip Thomas
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Philip
Thomas, 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 Philip Thomas and Richard Allen,
and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents,
with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign
this registration statement, any and all amendments thereto (including post-effective amendments), and any amendments thereto
and to file the same, with exhibits and schedules 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 necessary or desirable to be done in and about the premises, as fully to all intents and purposes
as he 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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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Signatures
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Title
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Date
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By:
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/s/
Philip Thomas
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Chief
Executive Officer (Principal Executive Officer)
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August
9, 2017
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Philip Thomas
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By:
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/s/
Richard Allen
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Chief Financial (Principal Financial Officer
and
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August 9, 2017
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Richard Allen
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Principal Accounting Officer)
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By:
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/s/
Julian Davidson
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Executive Chairman
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August 9, 2017
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Julian Davidson
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By:
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/s/
Edward Hanson
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Director
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August 9, 2017
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Edward Hanson
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By:
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/s/
Kerry Kennedy
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Director
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August 9, 2017
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Kerry Kennedy
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By:
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/s/
Richard Roberts
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Director
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August 9, 2017
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Richard Roberts
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By:
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/s/
Paul Vassilakos
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Director
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August 9, 2017
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Paul Vassilakos
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By:
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/s/
Tom Cardella
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Director
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August 9, 2017
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Tom Cardella
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.1
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Long
Island Iced Tea Corp. Long-Term Incentive Equity Plan, as Amended and Restated.
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5.1
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Opinion
of Graubard Miller.
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23.1
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Consent
of Marcum LLP.
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23.2
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Consent
of Graubard Miller (included in Exhibit 5.1).
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24.1
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Power
of Attorney (included on the signature page hereto).
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