Securities Registration: Employee Benefit Plan (s-8)
27 Aprile 2017 - 12:15PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 26, 2017
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CARDCONNECT
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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46-5380892
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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1000
Continental Drive, Suite 300, King of Prussia, PA
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19406
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Non-Qualified
Stock Option Agreement
(Full
title of the plan)
Jeffrey
Shanahan
Chief
Executive Officer and President
1000
Continental Drive, Suite 300,
King
of Prussia, PA 19406
(Name
and address of agent for service)
(484)
581-2920
(Telephone
number, including area code, of agent for service)
Copy
to:
Mark
E. Rosenstein, Esq.
Ledgewood
2001
Market Street
Suite
3400
Philadelphia,
PA 19103
(215)
731-9450
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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☐ (Do not check if a smaller reporting company)
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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
(2)
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Proposed maximum
aggregate offering
price
(2)
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Amount of
registration fee
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Common Stock, par value $0.001 per share
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400,000
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$
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13.89
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$
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5,556,000
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$
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643.95
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
also shall be deemed to cover an indeterminate number of additional common units issuable in the event the number of outstanding
shares of common stock of the registrant is increased by split, reclassification, dividend or similar transaction.
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(2)
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Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act based on the
average of the high and low sales prices per share of the registrant’s common stock as reported on the NASDAQ Global
Market on April 20, 2017.
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EXPLANATORY
STATEMENT
On
April 3, 2017, the Registrant made a grant of 400,000 non-qualified stock options as an inducement to Mr. Michael J. Mertz entering
into employment with the Registrant as its Chief Sales Officer.
The
foregoing grant was approved by the Compensation Committee of the Registrant’s Board of Directors in reliance on NASDAQ
Listing Rule 5635(c)(4), which exempts certain equity grants from the NASDAQ Listing Rules that are inducements material to the
individual’s entering into employment with the Registrant. This Registration Statement registers the shares of Common Stock
issuable upon exercise of the options granted pursuant to an Inducement Award.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions
of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The document(s) containing the information
specified in Part I of Form S-8 will be sent or given to the recipient of the foregoing grants, as required by Rule 428 under
the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (“SEC”) either as
part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3.
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INCORPORATION
OF DOCUMENTS BY REFERENCE.
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The
Securities and Exchange Commission (the “SEC”) allows us to “incorporate by reference” the information
we file with it, which means that we can disclose important information to you by referring you to documents we have filed with
the SEC but that we do not include in this registration statement. Any statement contained in a document incorporated or deemed
to be incorporated by reference into this registration statement will 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 any other subsequently filed
document that is deemed to be incorporated by reference into this registration statement modifies or supersedes such statement.
Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
registration statement. We incorporate by reference the documents listed below that we have filed with the SEC:
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●
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Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the
SEC on March 16, 2017, including the information specifically incorporated in our Annual
Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A filed with the
SEC on April 20, 2017.
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●
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Our
Current Reports on Form 8-K filed on January 6, 2017, February 27, 2017, and April 7,
2017 (except with respect to Item 7.01).
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●
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The
description of our common stock contained in our Registration Statement on Form S-1 (File
No. 333-213327), initially filed with the SEC on August 25, 2016 and any amendment or
report updating that description.
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All
documents that we subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended
(the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and will be a part of this registered statement from the date of filing of such documents, and shall automatically
update and supersede information in this registration statement. Nothing in this registration statement shall be deemed to incorporate
information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding
information furnished under Item 9.01 or included as an exhibit).
You
may request a copy of any of these documents incorporated by reference, which we will provide to you without charge, by written
or oral request to us at the following address or phone number:
CardConnect
Corp.
Attention:
Charles Bernicker
1000
Continental Drive, Suite 300
King
of Prussia, Pennsylvania 19406
Phone:
(484) 581-2934
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ITEM 4.
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DESCRIPTION
OF SECURITIES.
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Not
applicable.
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ITEM 5.
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INTERESTS
OF NAMED EXPERTS AND COUNSEL.
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Not
applicable.
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ITEM 6.
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
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Section 145
of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation — a “derivative action”), if 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 or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable
in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred
in connection with defense or settlement of such action, and the statute requires court approval before there can be any indemnification
where the person seeking indemnification has been found liable to the corporation. Under Section 145 of the DGCL, a corporation
shall indemnify an agent of the corporation for expenses actually and reasonably incurred if and to the extent such person was
successful on the merits in a proceeding or in defense of any claim, issue or matter therein.
Section 145
of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity 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 Securities Act.
Our
second amended and restate certificate of incorporation provides for that our directors shall not be liable to us or our stockholders
for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL amended. Our amended and restated bylaws provide for indemnification of our directors
and officers to the maximum extent permitted by the DGCL.
We
expect to maintain standard policies of insurance that provide coverage to our directors and officers against loss rising from
claims made by reason of breach of duty or other wrongful act.
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ITEM 7.
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EXEMPTION
FROM REGISTRATION CLAIMED.
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Not
applicable.
The
Exhibits furnished as part of this registration statement on Form S-8 are identified in the Exhibit Index immediately following
the signature pages of this registration statement. Such Exhibit Index is incorporated herein by reference.
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(a)
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The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities
Act”);
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(ii)
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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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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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;
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provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act, 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.
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(3)
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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.
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(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or 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 the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities 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 Securities Act 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 and State of King of Prussia, Pennsylvania on April 26, 2017.
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CARDCONNECT
CORP.
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By:
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/s/
Jeffrey Shanahan
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Name:
Jeffrey Shanahan
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Title:
Chief Executive Officer and President
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey Shanahan and Charles
Bernicker or any of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact 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
to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or of his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
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 date indicated.
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/s/
Jeffrey Shanahan
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Date: April 26, 2017
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Jeffrey
Shanahan,
Chief Executive Officer, President and Director
(principal executive officer)
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/s/
Charles Bernicker
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Date: April 26, 2017
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Charles
Bernicker,
Chief
Financial Officer (principal financial officer)
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/s/
Anthony Hrzic
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Date: April 26, 2017
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Anthony
Hrzic,
Controller
(principal accounting officer)
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/s/
Richard Garman
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Date: April 26, 2017
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Richard
Garman,
Chairman
of the Board of Directors
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/s/
Peter Burns
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Date: April 26, 2017
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Peter
Burns,
Director
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/s/
Betsy Cohen
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Date: April 26, 2017
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Betsy
Cohen,
Director
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Toos
Daruvala,
Director
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/s/
Ronald Taylor
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Date: April 26, 2017
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Ronald
Taylor,
Director
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/s/
Christopher Winship
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Date: April 26, 2017
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Christopher
Winship,
Director
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EXHIBIT
INDEX
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(1)
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Filed
with the Current Report on Form 8-K filed on August 4, 2016.
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(2)
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Filed
with the Registration Statement on Form S-4 (File No. 333-211139), initially filed on May 5, 2016, as amended.
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(3)
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Filed
with the Current Report on Form 8-K filed on April 7, 2017.
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