Securities Registration: Employee Benefit Plan (s-8)
18 Giugno 2018 - 11:33PM
Edgar (US Regulatory)
Registration
No. 333-
As
filed with the Securities and Exchange Commission on June 18, 2018
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
QPAGOS
(Exact
name of registrant as specified in its charter)
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Nevada
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33
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1230229
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer
Identification
Number)
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Paseo
del la Reforma 404 Piso 15 PH
Juarez, Del. Cuauhtemoc, Mexico, D.F. C.P. 06600
+52
(55) 55 - 110 - 110
(Address,
including ZIP code, and telephone number, including
area
code, of registrant’s principal executive office)
QPAGOS
2018 STOCK INCENTIVE PLAN
(Full
title of the Plan)
QPAGOS
Paseo
del la Reforma 404 Piso 15 PH
Juarez, Del. Cuauhtemoc, Mexico, D.F. C.P. 06600
+52
(55) 55 - 110 - 110
(Name,
address and telephone number of agent of services)
WITH
COPIES TO:
Leslie
Marlow, Esq.
Patrick
J. Egan, Esq.
Gracin
& Marlow, LLP
The
Chrysler Building
405
Lexington Avenue, 26
th
Floor
New
York, New York 10174
(212)
907-6457
(Name,
address and telephone number)
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.
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Large accelerated filer ☐
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Accelerated filer ☐
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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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Emerging growth company ☒
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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)(2)
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Proposed
Maximum
Offering Price
Per Share (3)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount
of Registration Fee (4)
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Common Stock, par value $0.001 per share, under
the 2018 Stock Incentive Plan
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8,000,000
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$
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0.2825
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$
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2,260,000
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$
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281.37
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(1)
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The
securities to be registered include options and other rights to acquire the common stock of QPAGOS.
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(2)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or
similar transaction.
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(3)
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Estimated
pursuant to Rule 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The price
for the shares under the plan is based upon the average of the high and low sale prices of the Common Stock on June 13, 2018,
as reported by the OTCQX.
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(4)
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Calculated
under Section 6(b) of the Securities Act as .00012450 of the proposed maximum aggregate offering price.
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EXPLANATORY
NOTE
QPAGOS
(the “Registrant” or the “Company”) hereby files this Registration Statement on Form S-8 relating to its
common stock, par value $0.001 per share (the “Common Stock”), which have been reserved for issuance and are issuable
pursuant to the Company’s 2018 Stock Incentive Plan (hereinafter referred to as the “Plan”).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information specified in Item 1 and Item 2 of Part I of this Registration Statement on Form S-8 (the “Registration Statement”)
is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities
Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will
be delivered to the participants in the Plan as required by Rule 428(b)(1). Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, 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
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE
The
Securities and Exchange Commission (the “Commission”) 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 those documents instead of having
to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus,
and later information that we file with the Commission will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), between the date of this prospectus and the
termination of the offering:
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Our
Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Commission on April 17, 2018;
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the Commission on May 21, 2018;
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Our
Current Reports on Form 8-K filed with the Commission on February 2, 2018, March 6, 2018, March 19, 2018, and May 2, 2018;
and
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●
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The
description of our common stock set forth in our registration statement on Form 8-A, filed with the Commission on June 9,
2016 (File No. 000-55648).
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All
documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing 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 deregisters 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 such documents, except as to specific sections
of such documents as set forth therein. The Registrant is not, however, incorporating by reference any documents or portions thereof,
whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including
any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form
8-K. 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 that 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
Section
78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable to the Registrant or its
stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless
it is proven that (1) his act or failure to act constituted a breach of his fiduciary duties as a director or officer and (2)
his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.
This
provision is intended to afford directors and officers protection against and to limit their potential liability for monetary
damages resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision,
the Registrant’s stockholders will be unable to recover monetary damages against directors or officers for action taken
by them that may constitute negligence or gross negligence in performance of their duties unless such conduct falls within one
of the foregoing exceptions. The provision, however, does not alter the applicable standards governing a director’s or officer’s
fiduciary duty and does not eliminate or limit the right of the Registrant or any of its stockholders to obtain an injunction
or any other type of non-monetary relief in the event of a breach of fiduciary duty.
The
Registrant’s Articles of Incorporation, as amended, and amended and restated bylaws provide for indemnification of directors,
officers, employees or agents of the Registrant to the fullest extent permitted by Nevada law (as amended from time to time).
Section 78.7502 of the Nevada Revised Statutes provides that such indemnification may only be provided if the person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Registrant and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM
8. EXHIBITS
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Exhibit
No.
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Description
of Document
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3.1
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Articles
of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement
on Form S-1 (File No. 333-192877) filed with the Securities and Exchange Commission on December 16, 2013)
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3.2
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Bylaws
(Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 333-192877) filed with the Securities
and Exchange Commission on May 13, 2016)
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3.3
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Certificate
of Amendment to Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s
Form 8-K (File No. 333-192877) filed with the Securities and Exchange Commission on June 2, 2016)
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3.4
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Certificate
of Amendment to Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s
Form 8-K (File No. 333-192877) filed with the Securities and Exchange Commission on March 6, 2018)
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4.1
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2018
Incentive Stock Plan*
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4.2
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Form
of Stock Option Grant Notice, Option Agreement and Notice of Exercise*
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4.3
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Form
of Notice of Award of Restricted Stock Units and Restricted Stock Unit Award Agreement*
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4.4
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Form
of Restricted Stock Grant Agreement*
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5.1
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Opinion
of Gracin & Marlow, LLP regarding Legality of Shares*
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23.1
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Consent
of RBSM, LLP, Independent Registered Public Accounting Firm*
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23.2
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Consent
of Gracin & Marlow, LLP (contained in Exhibit 5.1)*
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24.1
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Power
of Attorney of directors and certain officers of the Company (included on the signature page of this Registration Statement)*
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*Filed
herewith
ITEM
9. UNDERTAKINGS
The
undersigned Registrant hereby undertakes:
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i.
To include any prospectus required by Section 10(a)(3) of the Securities Act;
ii.
To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement;
iii.
To include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in the registration statement; 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 by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.
2.
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.
3.
To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at
the termination of the offering.
4.
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 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.
5.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, 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 Del. Cuauhtémoc, Mexico, on the 18
th
day of June, 2018.
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QPAGOS
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By:
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/s/
Gaston Pereira
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Name:
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Gaston Pereira
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Title:
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Chief Executive
Officer and Interim Chief Financial Officer
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POWER
OF ATTORNEY AND SIGNATURES
KNOW
ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gaston Pereira, as his true and
lawful attorney-in-fact and agent, with the full power of substitution, for him and in his name, place or stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and to file the same, with 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 and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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/
Gaston Pereira
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Chief
Executive Officer and Interim Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer) and Director
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June
18, 2018
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Gaston
Pereira
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/s/
Andrey Novikov
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Director
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June
18, 2018
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Andrey
Novikov
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/s/
James Fuller
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Director
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June
18, 2018
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James
Fuller
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EXHIBIT
INDEX
*Filed
herewith
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