As filed with the Securities and Exchange Commission on March 22, 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
SYNACOR, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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16-1542712
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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40 La Riviere Drive, Suite 300
Buffalo, NY 14202
(Address of Principal Executive Offices) (Zip Code)
Synacor, Inc. Amended and Restated 2012 Equity Incentive Plan
(Full title of the plan)
Himesh Bhise
President
and Chief Executive Officer
Synacor, Inc.
40 La Riviere Drive, Suite 300
Buffalo, NY 14202
(Name
and address of agent for service)
(716)
853-1362
(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, 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.
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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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☐
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Smaller reporting company
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☒
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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 7(a)(2)(B) of the Securities Act. ☐
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
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Amount of
Registration Fee
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Common Stock, $0.01 par value
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1,561,103(2)
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$1.63(3)
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$2,544,597.89
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$308.41
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(1)
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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 Synacor, Inc. Amended and Restated 2012 Equity Incentive Plan (the 2012 Plan) by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the outstanding shares of Registrants Common Stock.
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(2)
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Represents shares of Common Stock added to the 2012 Plan pursuant to the evergreen increase provision of the
2012 Plan.
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(3)
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Estimated in accordance with Rule 457(c) promulgated under the 1933 Act solely for the purpose of calculating
the amount of the registration fee on the basis of the average of the high and low price per share of the Registrants Common Stock as reported on the NASDAQ Global Market on March 21, 2019.
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