Securities Registration: Employee Benefit Plan (s-8)
April 16 2021 - 4:35PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 16, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Vislink
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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20-5856795
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(State
or Other Jurisdiction
of
Incorporation)
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(I.R.S.
Employer
Identification
Number)
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101
Bilby Road, Suite 15, Building 2
Hackettstown,
New Jersey 07840
(Address,
including zip code, of registrant’s principal executive offices)
2013
Long-Term Stock Incentive Plan
(Full
title of the plan)
Carleton
Miller, Chief Executive Officer
Vislink
Technologies, Inc.
101
Bilby Road, Suite 15, Building 2
Hackettstown,
New Jersey 07840
(941)
953-9035
(Name
and address, and telephone number, including area code, of agent for service)
Copies
to:
Victor
Boyajian, Esq.
Ira
L. Kotel, Esq.
Dentons
US LLP
1221
Avenue of the Americas
New
York, New York 10020
(212)
768-6700
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
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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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 13(a) of the Exchange Act. [ ]
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 $0.00001 per share reserved for issuance pursuant to the 2013 Long-Term Stock Incentive Plan
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3,208,269 (2)
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2.51 (3)
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$
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8,052,756
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$
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878.56
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Total
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3,208,269 (2)
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2.51 (3)
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$
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8,052,756
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$
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878.56
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares
of the Registrant’s common stock that become issuable under the 2013 Long-Term Stock Incentive Plan by reason of any
stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that
increases the number of the Registrant’s outstanding shares of common stock.
|
(2)
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Represents
an increase of 3,208,269 shares, which increase is provided for in the 2013 Long-Term Stock Incentive Plan.
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(3)
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Estimated
in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee on the basis of the
average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Stock Market on April
13, 2021.
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EXPLANATORY
NOTE
The
Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 3,208,269 shares of
its common stock, issuable to eligible persons under the 2013 Long-Term Stock Incentive Plan, which shares are in addition to
the shares registered on the Registrant’s registration statement on Form S-8 filed on April 14, 2015 (File No. 333-203399)
(the “Prior Registration Statement”).
This
Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and
is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to
General Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration
of common stock issuable under the 2013 Long-Term Stock Incentive Plan, are incorporated herein by reference and made part of
this Registration Statement, except as amended hereby.
INDEX
TO EXHIBITS
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 Hackettstown, State of New Jersey, on this 16th day of April 2021.
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Vislink
Technologies, Inc..
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(Registrant)
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By:
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/s/ Michael Bond
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Name:
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Michael Bond
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Title:
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Chief Financial Officer
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Carleton Miller
and Michael Bond, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution, for
him in any and all capacities, to sign this Registration Statement on Form S-8 of Vislink Technologies, Inc., and any or all amendments
thereto (including post-effective amendments), 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 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 for all intents
and purposes as he might or could do in person, hereby and about the premises hereby ratifying and confirming all that said attorneys-in-fact
and agent, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Carleton Miller
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Chief
Executive Officer
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April
16, 2021
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Carleton
Miller
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(Principal
Executive Officer)
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/s/
Michael C. Bond
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Chief
Financial Officer
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April
16, 2021
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Michael
C. Bond
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(Principal
Financial and Accounting Officer)
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/s/
Susan Swenson
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Chairman
of the Board of Directors
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April
16, 2021
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Susan
Swenson
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/s/
Jude T. Panetta
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Director
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April
16, 2021
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Jude
T. Panetta
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/s/
James T. Conway
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Director
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April
16, 2021
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James
T. Conway
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/s/
Ralph Faison
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Director
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April
16, 2021
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Ralph
Faison
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/s/
Brian K. Krolicki
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Director
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April
16, 2021
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Brian
K. Krolicki
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