As filed with the Securities and Exchange Commission on March 27, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Synchronoss Technologies, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
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06-1594540
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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200 Crossing Boulevard, 8
th
Floor
Bridgewater, NJ 08807
(866) 620-3940
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Synchronoss Technologies, Inc. 2017 New Hire Equity Incentive Plan
Glenn Lurie Inducement Awards
Synchronoss Technologies, Inc. Employee Stock Purchase Plan
(Full title of plans)
Glenn Lurie
President and Chief Executive Officer
200 Crossing Boulevard, 8
th
Floor
Bridgewater, NJ 08807
(Name and address of agent for service)
(866) 620-3940
(Telephone number, including area code, of agent for service)
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, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registration 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.
o
CALCULATION OF REGISTRATION FEE
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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(2)
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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2017 New Hire Equity Incentive Plan
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Outstanding Option Grants
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364,853
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$
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6.88
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(2)
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$
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2,509,770.88
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$
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304.19
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Outstanding Restricted Stock Awards
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810,654
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$
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6.22
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(3)
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$
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5,038,214.61
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$
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610.64
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Outstanding Performance Awards
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30,000
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$
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6.22
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(3)
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$
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186,450.00
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$
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22.60
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Available Shares
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294,493
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$
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6.22
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(3)
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$
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1,830,274.00
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$
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221.83
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Inducement Stock Option Awards
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1,507,101
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$
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10.04
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(4)
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$
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15,131,294.04
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$
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1,833.92
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Inducement Restricted Stock Awards
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180,528
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$
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6.22
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(5)
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$
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1,121,981.52
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$
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135.99
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Inducement Performance Awards
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180,528
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$
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6.22
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(5)
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$
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1,121,981.52
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$
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135.99
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Employee Stock Purchase Plan
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500,000
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$
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6.22
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(6)
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$
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3,107,500.00
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$
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376.63
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TOTAL
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3,868,157
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$
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30,047,466.57
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$
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3,641.79
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(1)
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the 1933 Act), this Registration Statement shall also cover any additional shares of Registrants Common Stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrants Common Stock, as applicable.
(2)
Represents shares of the Registrants Common Stock issuable upon exercise of a stock options granted as an inducement material to their acceptance of employment with the registrant, in accordance with the inducement grant exception under Nasdaq Listing Rule 5635(c)(4). Solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the 1933 Act, the price per share and aggregate offering price are based upon the weighted average exercise price for the Registrants Common Stock subject to outstanding stock options.
(3)
Represents shares of the Registrants Common Stock underlying restricted stock awards or performance awards granted as an inducement material to their acceptance of employment with the registrant, in accordance with the inducement grant exception under Nasdaq Listing Rule 5635(c)(4). Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the 1933 Act. The offering price per share and aggregate offering price for the unissued stock options and shares of Common Stock are based upon the average of the high and low prices of the Registrants Common Stock as reported on The Nasdaq Global Market on March 26, 2019.
(4)
Represents shares of the Registrants Common Stock issuable pursuant to the stock option inducement grants made to Glenn Lurie, the Registrants Chief Executive Officer, in accordance with the provisions set forth in that certain employment agreement by and between the Registrant and Glenn Lurie in accordance with the inducement grant exception under Nasdaq Listing Rule 5635(c)(4). Solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the 1933 Act, the price per share and aggregate offering price are based upon the weighted average exercise price for the Registrants Common Stock subject to outstanding stock options.
(5)
Represents shares of the Registrants common stock issuable pursuant to the restricted stock award and performance award inducement grants made to Glenn Lurie, the Registrants Chief Executive Officer, in accordance with the provisions set forth in that certain employment agreement by and between the Registrant and Glenn Lurie in accordance with the inducement grant exception under Nasdaq Listing Rule 5635(c)(4). Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the 1933 Act. The offering price per share and aggregate offering price for the unissued stock options and shares of Common Stock are based upon the average of the high and low prices of the Registrants Common Stock as reported on The Nasdaq Global Market on March 26, 2019.
(6)
Represents 500,000 of Common Stock reserved for future grant under the Synchronoss Technologies, Inc. Employee Stock Purchase Plan. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the 1933 Act. The offering price per share and aggregate offering price for the unissued stock options and shares of Common Stock are based upon the average of the high and low prices of the Registrants Common Stock as reported on The Nasdaq Global Market on March 26, 2019.
EXPLANATORY NOTE
This registration statement on Form S-8 registers shares of common stock, par value $0.0001 per share (the Common Stock) available for issuance under (i) the Registrants 2017 New Hire Plan (the New Hire Plan), (ii) stock options, restricted stock awards and performance awards granted to Glenn Lurie to induce him to accept employment as the Registrants chief executive officer (the Inducement Awards) and (iii) the Registrants Employee Stock Purchase Plan, as amended (the ESPP). The New Hire Plan and the Inducement Awards were approved by the compensation committee of the Registrants Board of Directors in compliance with and in reliance on Nasdaq Listing Rule 5635(c)(4). The Registrants Board of Directors stockholders approved an increase of 500,000 additional shares to the ESPP, subject to stockholder approval, on July 25, 2018. On November 24, 2018, the Registrants stockholders approved the increase of 500,000 additional shares to the ESPP.
PART I
Information Required in the Section 10(a) Prospectus
The information specified in this Part I is omitted from this Registration Statement in accordance with Rule 428 under the 1933 Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the Commission) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the 1933 Act.
PART II
Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference
Synchronoss Technologies, Inc. (the Registrant) hereby incorporates by reference into this Registration Statement the following documents previously filed with the
Commission:
(a)
The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on March 18, 2019; and
(c)
The description of the Registrants outstanding Common Stock contained in the Registrants Registration Statement No. 000-52049 on Form 8-A filed with the Commission on June 13, 2006, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the 1934 Act), including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 4.
Description of Securities
Not applicable.
Item 5.
Interests of Named Experts and Counsel
Not applicable.
Item 6.
Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporations Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the 1933 Act. The Registrants Bylaws provide for mandatory indemnification of its directors and permissible indemnification of officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. The Registrants Certificate of Incorporation provides that, pursuant to Delaware law, its directors shall not be liable for monetary damages for breach of their fiduciary duty as directors to the Registrant and its stockholders. This provision in the Certificate of Incorporation does not eliminate the fiduciary duty of the directors, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the directors duty of loyalty to the Registrant for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director and
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B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference in this 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 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue.
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