Securities Registration: Employee Benefit Plan (s-8)
02 Giugno 2014 - 6:26PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 2, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE
SECURITIES ACT OF 1933
InterXion Holding N.V.
(Exact name of registrant as specified in its charter)
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The Netherlands
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Not Applicable
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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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Tupolevaan 24
1119 NX Schiphol-Rijk
The
Netherlands
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Not Applicable
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(Address of Principal Executive Offices)
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(Zip Code)
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InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan
(Full title of the plan)
CT
Corporation System
111 Eighth Avenue
New York, New York 10011
United States
(Name and
address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent for service)
Copy to:
Tracy K.
Edmonson
Latham & Watkins LLP
99 Bishopsgate
London
EC2M 3XF
United Kingdom
+44.20.7710.5810
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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x
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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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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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Ordinary Shares, €0.10 nominal value per share
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3,164,496
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$26.10(2)
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$82,593,346(2)
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$10,638(3)
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(1)
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This Registration Statement covers 3,164,496 ordinary shares of InterXion Holding N.V., €0.10 nominal value per share (the “Ordinary Shares”) in regards to which options, restricted shares, or performance
shares may be awarded pursuant to the InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan (the “2013 Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),
there shall also be deemed registered hereby such additional number of ordinary shares of the Registrant as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, based upon the average of the high and low sales prices for the
Ordinary Shares as quoted on the New York Stock Exchange on May 27, 2014, of $26.10 per share.
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(3)
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The Company previously registered 3,164,496 Ordinary Shares authorized for issuance or award under the InterXion Holding N.V. 2011 International Stock Option and Incentive Master Award Plan (the “Prior Plan”),
all of which, as of June 2, 2014, were unissued and not subject to outstanding awards (the “Carried Forward Shares”). The Company previously paid the required registration fee for the Carried Forward Shares (see Registration Statement
on Form S-8 filed on June 23, 2011 (File No. 333-175099) (the “Prior Registration Statement”) for which the Company paid a total registration fee of $9,986, of which $5,086 related to the Carried Forward Shares). In accordance
with Rule 457(p) of the Securities Act, the Company may offset $5,086, which is the aggregate total dollar amount of the filing fee associated with the Carried Forward Shares, against the total filing fee due for this Registration Statement. The
Company is concurrently filing a Post-Effective Amendment to the Prior Registration Statement to deregister the Carried Forward Shares which were not issued under the Prior Plan.
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EXPLANATORY NOTE
InterXion Holding N.V. (the “Registrant”) has prepared this Registration Statement in accordance with the requirements of
Form S-8 under the Securities Act to register Ordinary Shares issuable pursuant to the InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan (the “2013 Plan”). This Registration Statement is being filed in
order to register Ordinary Shares which may be offered or sold to participants under the 2013 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The Registrant will send or give the documents containing the information specified in Part I of Form S-8 to 2013 Plan participants
as specified by the Securities and Exchange Commission Rule 428(b)(1) under the Securities Act. The Registrant does not need to file these documents with the Securities and Exchange Commission (the “Commission”) either as a
part of the Registration Statement or as prospectuses or prospectus supplements under Rule 424 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 following documents, filed with the
Commission by the Registrant, are incorporated by reference into this Registration Statement:
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(1)
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The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2013 filed on April 8, 2014;
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(2)
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The Registrant’s current reports on Form 6-K filed on March 26, 2014, April 21, 2014, April 24, 2014 and May 7, 2014 (accepted 8:27 a.m.); and
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(3)
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The description of the Registrant’s Ordinary Shares contained in its Registration Statement on Form 8–A filed with the Commission on January 25, 2011 pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), which incorporates by reference the description of the Registrant’s Ordinary Shares set forth under “Description of Capital Stock” in the Registrant’s Registration
Statement on Form F–1 (File No. 333–171662), as amended, which was originally filed with the Commission on January 12, 2011.
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In addition, all documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold, including
any Form 6-K which the Registrant files with the Commission wherein such Form 6-K is expressly incorporated by reference into this Registration Statement, shall be deemed to be incorporated herein by reference and to be a part hereof from the date
of the filing of such documents with the Commission.
Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.
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Item 4.
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Description of Securities
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Not required to be filed with this Registration Statement.
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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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Under Dutch law, indemnification provisions
may be included in the articles of association. Accordingly, the Registrant’s articles of association, as amended on January 20, 2012, provide that the Registrant shall indemnify the members of the board of directors and the former members
of the board of directors for damages, fines and various costs and expenses related to claims brought against them in connection with the exercise of their duties. However, there shall be no entitlement to reimbursement if and to the extent that
(i) the laws of the Netherlands would not permit such indemnification; (ii) a Dutch court has established in a final and conclusive decision that the act or failure to act of the person concerned may be characterized as willful
(opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar), unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of
reasonableness and fairness, or (iii) the costs, damages or fines payable by the person concerned are covered by any liability insurance and the insurer has paid out the costs or financial loss. The Registrant may take out liability insurance
for the benefit of the directors, and may enter into indemnification agreements with the members of the board of directors to provide for further details on these matters.
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Item 7.
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Exemption from Registration Claimed
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Not Applicable.
The following are the exhibits required by Item 601 of Regulation S-K:
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Exhibit
Number
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Description
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4.1
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InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 6-K dated March 26, 2014 and incorporated herein by reference).
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5
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Opinion of Loyens & Loeff.
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23.1
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Consent of KPMG Accountants N.V.
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23.2
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Consent of Loyens & Loeff (included in Exhibit 5).
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24
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Power of Attorney (included on signature page).
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(a) 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;
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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
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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 Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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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
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however
, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration
statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 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 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.
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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 of 1933, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(h) 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 registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 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 of Amsterdam, The Netherlands, on June 2, 2014.
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INTERXION HOLDING N.V.
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By
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/s/ David C. Ruberg
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Name:
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David C. Ruberg
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Title:
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Chief Executive Officer
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We, the undersigned officers and directors of InterXion Holding N.V., hereby severally constitute and
appoint David C. Ruberg, our true and lawful attorney, with full power to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable InterXion Holding N.V. to comply with the provisions of the Securities Act, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
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Signature
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Title
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Date
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/s/ David C. Ruberg
David C. Ruberg
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Chief Executive Officer and Executive Director (Principal Executive Officer)
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June 2, 2014
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/s/ Josh Joshi
M.V. “Josh” Joshi
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Chief Financial Officer (Principal Financial and Accounting Officer)
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June 2, 2014
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/s/ John C. Baker
John C. Baker
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Chairman and Non-Executive Director
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June 2, 2014
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/s/ Robert M. Manning
Robert M. Manning
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Non-Executive Director
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June 2, 2014
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/s/ David Lister
David Lister
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Non-Executive Director
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June 2, 2014
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/s/ Cees van Luijk
Cees van Luijk
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Non-Executive Director
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June 2, 2014
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/s/ Michel Massart
Michel Massart
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Non-Executive Director
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June 2, 2014
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/s/ Jean F.H.P. Mandeville
Jean F.H.P. Mandeville
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Non-Executive Director
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June 2, 2014
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/s/ Donald J. Puglisi
Donald J. Puglisi
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Authorized Representative in the United States
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June 2, 2014
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EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 6-K dated March 26, 2014 and incorporated herein by reference).
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5
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Opinion of Loyens & Loeff.
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23.1
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Consent of KPMG Accountants N.V.
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23.2
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Consent of Loyens & Loeff (included in Exhibit 5).
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24
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Power of Attorney (included on signature page).
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Grafico Azioni InterXion Holding NV (NYSE:INXN)
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Grafico Azioni InterXion Holding NV (NYSE:INXN)
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