As filed with the Securities and Exchange Commission on November
30, 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
PROS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware |
|
76-0168604 |
(State or other jurisdiction of incorporation or
organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
3200 Kirby Drive, Suite 600 |
|
77098 |
Houston, Texas |
|
(Zip Code) |
(Address of Principal Executive Offices) |
|
|
|
|
|
|
|
|
2021 EQUITY INDUCEMENT PLAN
(Full title of the plan)
Damian W. Olthoff
General Counsel and Secretary
PROS Holdings, Inc.
3200 Kirby Drive, Suite 600
Houston, Texas 77098
(713) 335-5151
(Name, address, including zip code, and 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, 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 |
☐ |
Non-accelerated filer |
☐ |
|
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 (1) |
|
Proposed maximum offering price per share (2) |
|
Proposed maximum aggregate offering price (2) |
|
Amount of registration fee |
Common Stock, par value $0.001 per share, reserved for issuance
pursuant to the 2021 Equity Inducement Plan
|
|
332,004 |
|
$ |
34.88 |
|
|
$ |
11,580,299.52 |
|
|
$ |
1,073.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents shares of Common Stock (as defined below) of PROS
Holdings, Inc. (the “Registrant”). Pursuant to Rule 416(a) of the
Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement (as defined below) shall also cover any
additional shares of Registrant’s Common Stock that become issuable
by reason of any stock dividend, stock split, recapitalization or
other similar transaction that results in an increase in the number
of outstanding shares of Registrant’s Common Stock. |
(2) |
Estimated in accordance with paragraphs (c) and (h) of Rule 457
under the Securities Act solely for the purpose of calculating the
registration fee on the basis of $34.88, which represents the
average of the high and low price per share of Registrant’s Common
Stock on November 26, 2021 as reported on the New York Stock
Exchange (“NYSE”). |
PART I
Information Required in the Section 10(a) Prospectus
The information specified in Item 1 and Item 2 of Part I of Form
S-8 is omitted from this Registration Statement in accordance with
the provisions of Rule 428 under the Securities Act and the
introductory note to Part I of Form S-8. The documents containing
the information specified in Part I of Form S-8 will be delivered
to the participants in the equity benefit plan covered by this
Registration Statement as specified by Rule 428(b)(1) under the
Securities Act.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of documents by reference
Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the
Commission:
Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the
Commission:
a.
Registrant’s Annual Report on Form 10‑K for the fiscal year ended
December 31, 2020 (the “Annual
Report”),
filed with the Commission on February 12, 2021, including the
description of Registrant’s Common Stock contained in Exhibit 4.6
thereto;
b.
all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”)
since the end of the fiscal year covered by the Annual Report;
and
c.
Registrant’s Registration Statement No. 001-33554 on Form 8-A filed
with the Commission on June 21, 2007 pursuant to Section 12(b) of
the Exchange Act, which describes the terms, rights and provisions
applicable to Registrant’s outstanding Common Stock.
All reports and definitive proxy or information statements filed
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 de-registers 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. Under no
circumstances will any information furnished under current items
2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference
unless such Form 8-K expressly provides to the contrary. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained in any subsequently filed
document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement.
Item 4. Description of securities
Not applicable.
Item 5. Interests of named experts and counsel
Not applicable.
Item 6. Indemnification of directors and officers
Under Section 145 of the DGCL, we have broad powers to indemnify
our directors and officers against liabilities they may incur in
such capacities, including liabilities under the Securities Act.
Section 145 of the DGCL generally provides that a Delaware
corporation has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred
by them in connection with any suit to which they are or are
threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they
reasonably believed to be in or not opposed to, the best interests
of the corporation and, with respect to any criminal action, they
had no reasonable cause to believe their conduct was
unlawful.
Our certificate of incorporation and bylaws provide that we will
limit the liability of our directors, and will indemnify our
directors and officers, to the maximum extent permitted by Delaware
law. The DGCL provides that directors of a corporation will not be
personally liable for monetary damages for breach of their
fiduciary duties as directors, except for liability for
any:
a.breach
of their duty of loyalty to the corporation or its
stockholders;
b.act
or omission not in good faith or that involves intentional
misconduct or a knowing violation of law;
c.unlawful
payment of dividends or redemption of shares; or
d.transaction
from which the directors derived an improper personal
benefit.
These limitations of liability do not apply to liabilities arising
under federal securities laws and do not affect the availability of
equitable remedies such as injunctive relief or
rescission.
We entered into separate indemnification agreements with our
directors and officers in addition to the indemnification provided
for in our bylaws. These indemnification agreements provide, among
other things, that we will indemnify our directors and officers for
certain judgments, fines, penalties, settlements amounts and
expenses (including attorneys’ fees and disbursements) incurred by
a director or officer in any proceeding, action or claim by reason
of the fact of his or her capacity as a director or officer of our
company, or by reason of anything done or not done by him or her in
such capacity. The indemnification agreements also provide for
procedures that will apply in the event that a director or officer
makes a claim for indemnification.
We also maintain a directors’ and officers’ insurance policy
pursuant to which our directors and officers are insured against
liability for actions taken in their capacities as directors and
officers. We believe that these indemnification provisions and
insurance are useful to attract and retain qualified directors and
officers.
Item 7. Exemption from registration claimed
Not applicable.
Item 8. Exhibits
The following exhibits are incorporated by reference
herein.
|
|
|
|
|
|
|
|
|
Number
|
|
Exhibit
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
5.1* |
|
|
23.1*
|
|
|
23.2*
|
|
|
24.1*
|
|
|
99.1* |
|
|
* Filed herewith
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Houston, State of Texas on this 30th day of November
2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROS HOLDINGS, INC. |
|
|
|
|
|
|
By: |
/s/ Andres Reiner |
|
|
|
Andres Reiner |
|
|
|
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Damian W. Olthoff
and Christopher C. Chaffin and each of them acting alone, as his
true and lawful attorney-in-fact and agent with full power of
substitution, for him in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said
attorney-in-fact, proxy and agent 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 ratifying and
confirming all that said attorney-in-fact, 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, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signatures |
|
Title |
|
Date |
|
|
|
|
|
|
|
/s/ Andres Reiner |
|
President, Chief Executive Officer and Director
(Principal Executive Officer) |
|
11/30/2021 |
|
Andres Reiner |
|
|
|
|
|
|
|
|
|
|
/s/ Stefan Schulz |
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
|
11/30/2021 |
|
Stefan Schulz |
|
|
|
|
/s/ Scott Cook |
|
Senior Vice President and Chief Accounting Officer (Principal
Accounting Officer) |
|
11/30/2021 |
|
Scott Cook |
|
|
|
|
|
|
|
|
|
|
/s/ William Russell |
|
Chairman of the Board |
|
11/30/2021 |
|
William Russell |
|
|
|
|
|
|
|
|
|
|
|
/s/ Carlos Dominguez |
|
Director |
|
11/30/2021 |
|
Carlos Dominguez |
|
|
|
|
|
|
|
|
|
|
|
/s/ Raja Hammoud |
|
Director |
|
11/30/2021 |
|
Raja Hammoud |
|
|
|
|
|
|
|
|
|
|
|
/s/ Catherine Lesjak |
|
Director |
|
11/30/2021 |
|
Catherine Lesjak |
|
|
|
|
|
|
|
|
|
|
|
/s/ Greg B. Petersen |
|
Director |
|
11/30/2021 |
|
Greg B. Petersen |
|
|
|
|
|
|
|
|
|
|
|
/s/ Timothy V. Williams |
|
Director |
|
11/30/2021 |
|
Timothy V. Williams |
|
|
|
|
|
|
|
|
|
|
|
/s/ Mariette M. Woestemeyer |
|
Director |
|
11/30/2021 |
|
Mariette M. Woestemeyer |
|
|
|
|
|
|
|
|
|
|
|
/s/ Leland T. Jourdan |
|
Director |
|
11/30/2021 |
|
Leland T. Jourdan |
|
|
|
|
|
|
|
|
|
|
Pros (NYSE:PRO)
Historical Stock Chart
From Apr 2022 to May 2022
Pros (NYSE:PRO)
Historical Stock Chart
From May 2021 to May 2022