Securities Registration: Employee Benefit Plan (s-8)
August 26 2020 - 5:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on August 26, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Teligent, Inc.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
|
01-0355758
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
|
|
105 Lincoln Avenue
Buena, New Jersey
(Address of principal executive offices)
|
08310
(Zip code)
|
Teligent, Inc.
2016 Equity Incentive Plan, as amended
Sawyer Inducement
Stock Option Award
Yachmetz Inducement
Stock Option Award
Yachmetz Inducement
Restricted Stock Unit Award
(Full title
of the plan)
Philip Yachmetz, Chief Legal Officer
and Corporate Secretary
Teligent, Inc.
105 Lincoln Avenue
Buena, New Jersey 08310
(Name and address
of agent for service)
856-697-1441
(Telephone number,
including area code, of agent for service)
With copies
to:
Joel I. Papernik, Esq.
Stephanie Leopold, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky &
Popeo, P.C.
666 Third Avenue
New York, New York 10017
212-935-3000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
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
|
¨ Accelerated filer
|
|
|
x Non-accelerated filer
|
x Smaller reporting company
|
|
|
|
¨ Emerging growth company
|
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. ¨
CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered
|
|
Amount to be
Registered
|
|
|
Proposed
Maximum
Offering Price Per
Share (5)
|
|
|
Proposed Maximum
Aggregate Offering
Price (5)
|
|
|
Amount of
Registration Fee
|
|
Common stock, $0.01 par value per share
|
|
|
4,400,000 (1)
|
|
|
$
|
1.19
|
|
|
$
|
5,236,000.00
|
|
|
$
|
679.63
|
|
Common stock, $0.01 par value per share
|
|
|
150,000 (2)
|
|
|
$
|
1.19
|
|
|
$
|
178,500.00
|
|
|
$
|
23.17
|
|
Common stock, $0.01 par value per share
|
|
|
36,325 (3)
|
|
|
$
|
1.19
|
|
|
$
|
43,226.75
|
|
|
$
|
5.61
|
|
Common stock, $0.01 par value per share
|
|
|
23,505 (4)
|
|
|
$
|
1.19
|
|
|
$
|
27,970.95
|
|
|
$
|
3.63
|
|
Total:
|
|
|
4,609,830
|
|
|
$
|
1.19
|
|
|
$
|
5,485,697.70
|
|
|
$
|
712.04
|
|
(1)
|
This registration statement (this “Registration Statement”) covers the registration of 4,400,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of Teligent, Inc. (the “Company”) which may be offered and sold upon the exercise or vesting of stock-based awards or the issuance of stock-based awards which may hereinafter be issued under the Teligent, Inc. 2016 Equity Incentive Plan, as amended (the “Plan”). 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 any additional shares which may become issuable as a result of stock splits, stock dividends, recapitalizations or similar transactions in accordance with the adjustment provisions of the Plan. All share numbers reflect the 1-for-10 reverse stock split effected by the Company on May 28, 2020.
|
|
|
(2)
|
Consists of 150,000 shares of
common stock issuable upon exercise of a non-qualified stock option granted to Timothy B. Sawyer, Chief Executive Officer of the
Registrant, on February 4, 2020. Pursuant to Rule 416(a) under the Securities Act, the number of shares being registered shall
be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends, recapitalizations
or similar transactions in accordance with the adjustment provisions of the non-qualified option agreement between the Registrant
and Mr. Sawyer.
|
|
|
(3)
|
Consists of 36,325
shares of common stock issuable upon exercise of a non-qualified stock option granted to Philip Yachmetz, Chief Legal Officer and
Corporate Secretary of the Registrant, on July 16, 2020. Pursuant to Rule 416(a) under the Securities Act, the number of shares
being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock
dividends, recapitalizations or similar transactions in accordance with the adjustment provisions of the non-qualified option agreement
between the Registrant and Mr. Yachmetz.
|
|
|
(4)
|
Consists of 23,505
shares of common stock issuable upon vesting of restricted stock units granted to Philip Yachmetz, Chief Legal Officer and Corporate
Secretary of the Registrant, on July 16, 2020. Pursuant to Rule 416(a) under the Securities Act, the number of shares being registered
shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends, recapitalizations
or similar transactions in accordance with the adjustment provisions of the restricted stock unit agreement between the Registrant
and Mr. Yachmetz.
|
|
|
(5)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Registrant’s common stock as reported by the Nasdaq Global Select Market on August 24, 2020.
|
EXPLANATORY
NOTE
Teligent, Inc. (the
“Company”) has prepared this registration statement on Form S-8 (the “Registration Statement”) to register
4,400,000 shares of the Company’s common stock, par value $0.01 per share, for issuance under the Teligent, Inc. 2016 Equity
Incentive Plan, as amended (the “Plan”).
This Registration Statement
additionally registers (i) 150,000 shares of common stock issuable upon the exercise of a non-qualified stock option granted to
Timothy B. Sawyer, Chief Executive Officer of the Company, on February 4, 2020, pursuant to the terms of a Non-Qualified Stock
Option Agreement by and between the Company and Mr. Sawyer, dated as of February 4, 2020 (the “Sawyer Option Agreement”)
as an inducement material to his entering into employment with the Company, (ii) 36,325 shares of common stock issuable upon the
exercise of a non-qualified stock option granted to Philip Yachmetz, Chief Legal Officer and Corporate Secretary of the Company,
on July 16, 2020, pursuant to the terms of a Non-Qualified Stock Option Agreement by and between the Company and Mr. Yachmetz,
dated as of July 16, 2020 (the “Yachmetz Option Agreement”) as an inducement material to his entering into employment
with the Company and (iii) 23,505 shares of common stock issuable upon the vesting of restricted stock units granted to Philip
Yachmetz, Chief Legal Officer and Corporate Secretary of the Company, on July 16, 2020, pursuant to the terms of a Restricted Stock
Unit Agreement by and between the Company and Mr. Yachmetz, dated as of July 16, 2020 (the “Yachmetz RSU Agreement”)
as an inducement material to his entering into employment with the Company.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
documents containing the information specified in this Part I will be delivered to the participants in the Plan covered by this
Registration Statement, to Mr. Sawyer pursuant to the Sawyer Option Agreement and to Mr. Yachmetz pursuant to the Yachmetz Option
Agreement and Yachmetz RSU Agreement, respectively, as required by Rule 428(b)(1). Such documents are not required to be filed
with the Commission as part of this Registration Statement.
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, as amended (the “Exchange Act”),
are incorporated by reference in this Registration Statement (other than, in each case, documents or information deemed to be furnished
and not filed in accordance with Commission rules):
|
a)
|
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on April 13, 2020, as subsequently amended on April 28, 2020 (File Nos. 001-08568);
|
|
c)
|
The Company’s Current Reports on Form 8-K, filed on January 15, 2020, January 27, 2020, February 5, 2020, April 8, 2020, May 15, 2020, May 27, 2020, July 20, 2020 (two reports), July 21, 2020 (amendment to a previously filed 8-K filed on July 20, 2020), and July 31, 2020 (File Nos. 001-08568); and
|
In addition, all documents
that we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and
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.
Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference or deemed to be a part of this Registration Statement
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference
or deemed to be a part of this Registration Statement modifies or supersedes such statement. Any statement contained in a document
that is deemed to be incorporated by reference or deemed to be a part of this Registration Statement after the most recent effective
date may modify or replace existing statements contained in this Registration Statement. In either case, any statement so modified
or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company was incorporated
under the laws of the State of Delaware. Under the General Corporation Law of the State of Delaware (the “Delaware GCL”),
a corporation may 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 or she is or was the Registrant’s director, officer, employee
or agent, or is or was serving at the Company’s request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the Company’s best interests, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In addition, the Delaware
GCL also provides that the Company also may 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 Company’s right to procure a judgment in its favor by reason
of the fact that he or she is or was the Company’s director, officer, employee or agent, or is or was serving at the Company’s
request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense
or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the Company’s best interests. However, in such an action by or on the Company’s behalf, no indemnification
may be made in respect of any claim, issue or matter as to which the person is adjudged liable to the Company unless and only to
the extent that the court determines that, despite the adjudication of liability but in view of all the circumstances, the person
is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The Company’s
certificate of incorporation is consistent with the Delaware GCL. Each of the Company’s directors, officers, employees and
agents will be indemnified to the extent permitted by the Delaware GCL. The Company also maintains insurance on behalf of its directors
and officers against liabilities asserted against such persons and incurred by such persons in such capacities, whether or not
the Company would have the power to indemnify such persons under the Delaware GCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of exhibits
filed herewith or incorporated by reference is contained in the Exhibit Index immediately following the signature pages and is
incorporated herein by reference.
Item 9. Undertakings.
The Company 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; 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 (1)(i) and (1)(ii) of this section shall not apply if the information required to be included in a post-effective
amendment by those clauses is contained in reports filed with or furnished to the Commission by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference into this 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.
The Company hereby
undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.
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 Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 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 Company 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 of 1933 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 the City of Buena, State of New Jersey, on August 26, 2020.
|
Teligent, Inc.
|
|
|
|
By:
|
/s/ Timothy B. Sawyer
|
|
|
Timothy B. Sawyer
|
|
|
President and Chief Executive 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. Each person in so signing also makes, constitutes and appoints Timothy B. Sawyer his or her true and lawful attorney-in-fact,
with full power of substitution, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission
pursuant to the requirements of the Securities Act of 1933, any and all amendments and post-effective amendments to this Registration
Statement, with exhibits to such registration statements and amendments and other documents in connection therewith, and hereby
ratifies and confirms all that said attorney-in-fact or his or her substitute or substitutes may do or cause to be done by virtue
hereof.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Timothy B. Sawyer
|
|
Director, President and Chief Executive Officer
|
|
August 26, 2020
|
Timothy B. Sawyer
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Damian Finio
|
|
Chief Financial Officer
|
|
August 26, 2020
|
Damian Finio
|
|
(Principal Financial Officer, Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Steven Koehler
|
|
Director
|
|
August 26, 2020
|
Steven Koehler
|
|
|
|
|
|
|
|
|
|
/s/ Bhaskar Chaudhuri
|
|
Director
|
|
August 26, 2020
|
Bhaskar Chaudhuri
|
|
|
|
|
|
|
|
|
|
/s/ John Celentano
|
|
Director
|
|
August 26, 2020
|
John Celentano
|
|
|
|
|
|
|
|
|
|
/s/ Carole Ben-Maimon
|
|
Director
|
|
August 26, 2020
|
Carole Ben-Maimon
|
|
|
|
|
|
|
|
|
|
/s/ Thomas Sabatino
|
|
Director
|
|
August 26, 2020
|
Thomas Sabatino
|
|
|
|
|
EXHIBIT INDEX
Exhibit
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of Teligent, Inc., dated October 23, 2015 (incorporated by reference to Exhibit
3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2015).
|
|
|
3.2
|
Amended
and Restated Bylaws of Teligent, Inc., effective May 7, 2008 (incorporated by reference to Exhibit 3.2 to the Registrant’s
Current Report on Form 8-K filed with the SEC on May 12, 2008).
|
|
|
3.3
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation of Teligent, Inc. (incorporated by reference to Exhibit 3.1
to the Registrant’s Current Report on Form 8-K filed with the SEC on May 27, 2020).
|
|
|
10.1
|
Teligent,
Inc. 2016 Equity Incentive Plan, as amended (incorporated by reference to Appendix A of the Registrant’s Definitive
Proxy Statement on Schedule 14A filed with the SEC on June 10, 2020).
|
|
|
5.1*
|
Opinion
of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
|
|
|
23.1*
|
Consent
of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. (included in Exhibit 5.1 filed herewith).
|
|
|
23.2*
|
Consent
of Deloitte & Touche LLP.
|
|
|
24.1*
|
Power
of Attorney (included on signature pages hereto).
|
|
|
99.1*
|
Non-Qualified
Stock Option Agreement, by and between the Registrant and Timothy B. Sawyer, dated as of February 4, 2020.
|
|
|
99.2*
|
Non-Qualified
Stock Option Agreement, by and between the Registrant and Philip Yachmetz, dated as of July 16, 2020.
|
|
|
99.3*
|
Restricted
Stock Unit Agreement, by and between the Registrant and Philip Yachmetz, dated as of July 16, 2020.
|
Teligent (NASDAQ:TLGT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Teligent (NASDAQ:TLGT)
Historical Stock Chart
From Apr 2023 to Apr 2024