Securities Registration: Employee Benefit Plan (s-8)
17 Dicembre 2018 - 10:35PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 17,
2018
Registration
No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
National American University Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
83-0479936
|
|
(State or other jurisdiction
|
|
(I.R.S. Employer
|
|
of incorporation or organization)
|
|
Identification No.)
|
|
|
|
|
|
5301 Mt. Rushmore Road
|
|
57701
|
|
Rapid City, SD
|
|
(Zip Code)
|
|
(Address of principal executive offices)
|
|
|
(605) 721-5200
(Registrant’s telephone number, including area
code)
NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC
.
2018 STOCK OPTION AND COMPENSATION PLAN
(Full
title of the Plan(s))
Dr. Ronald Shape
President and Chief Executive Officer
National American University Holdings, Inc.
5301 Mt. Rushmore Road
Rapid City, SD 57701
(Name
and address of agent for service)
(605) 721-5200
(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, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
|
Large
accelerated filer ☐
Non-accelerated
filer ☐
(Do not
check if a smaller reporting company)
|
|
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 of 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(2)
|
|
Common Stock,
$0.0001 par value
|
|
1,800,000
shares
|
$
0.26
|
$
468,000.00
|
$
56.72
|
|
|
|
(1)
|
|
Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall
also cover any additional shares of the Registrant’s Common
Stock, $0.0001 par value (the “Common Stock”), which
become issuable with respect to the shares of Common Stock
registered hereunder for issuance under the 2018 Stock Option and
Compensation Plan (the “2018 Plan”) by reason of any
stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant’s receipt of
consideration which results in an increase in the number of the
outstanding shares of Registrant’s Common Stock.
|
|
|
|
|
|
(2)
|
|
Estimated
solely for purposes of calculating the registration fee in
accordance with Rules 457(c) and 457(h) of the Securities Act
on the basis of the average of the high and low selling prices per
share of the Registrant’s Common Stock on December 12, 2018,
as reported on The NASDAQ Global Market.
|
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act. Such documents are not being filed with the
Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.
Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof, 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
National American
University Holdings, Inc. (the “Company” or the
“Registrant”) hereby incorporates by reference into
this Registration Statement the following documents previously
filed with the Commission:
|
|
(a)
|
|
The
Registrant’s Annual Report on Form 10-K for the fiscal year
ended May 31, 2018, filed with the Commission on September 13, 2018
and the Registrant’s Form 10-K/A for the fiscal year ended
May 31, 2018, filed with the Commission on October 26,
2018;
|
|
|
|
|
|
|
|
(b)
|
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter
ended August 31, 2018, filed with the Commission on October 16,
2018;
|
|
|
|
|
|
|
|
(c)
|
|
The
Registrant’s Current Reports filed on Form 8-K filed on July
18, 2018, October 3, 2018, October 11, 2018 (Items 5.07 and 8.01
only), and November 2, 2018; and
|
|
|
(d)
|
|
The
description of the Registrant’s Common Stock contained in the
Registrant’s registration statement on Form 8-A (File No.
001-34751) filed with the Commission on May 19, 2010, pursuant to
Section 12(b) of the Exchange Act, including any amendment or
report filed for the purpose of updating such
description.
|
All
documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 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 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 of such documents. Unless expressly
incorporated into this Registration Statement, a report furnished
on Form 8-K under the Exchange Act shall not be incorporated by
reference into this Registration Statement. 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 herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
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
145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors, officers, employees and
agents against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement reasonably
incurred, provided they act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal proceeding,
had no reasonable cause to believe their conduct was unlawful,
although in the case of proceedings brought by or on behalf of the
corporation, such indemnification is limited to expenses and is not
permitted if the individual is adjudged liable to the corporation
(unless the Delaware Court of Chancery or the court in which such
proceeding was brought
determines
otherwise in accordance with the Delaware General Corporation Law).
Section 102 of the Delaware General Corporation Law authorizes a
corporation to limit or eliminate its directors’ liability to
the corporation or its stockholders for monetary damages for
breaches of fiduciary duties, other than for (i) breaches of the
duty of loyalty; (ii) acts or omissions not in good faith or that
involve intentional misconduct or knowing violations of law; (iii)
unlawful payments of dividends, stock purchases or redemptions; or
(iv) transactions from which a director derives an improper
personal benefit. The Registrant’s second amended and
restated certificate of incorporation contains such a
provision.
The
Registrant’s bylaws incorporate Section 145 of the Delaware
General Corporation Law, which provides that it will indemnify each
director and officer against all claims and expenses resulting from
the fact that such person was a director, officer, agent or
employee of the registrant. A claimant is eligible for
indemnification if the claimant (i) acted in good faith and in a
manner that, in the claimant’s reasonable belief, was in or
not opposed to the best interests of the Registrant; or (ii) in the
case of a criminal proceeding, had no reasonable cause to believe
the claimant’s conduct was unlawful. This determination will
be made by the Registrant’s disinterested directors, its
stockholders or independent counsel in accordance with Section 145
of the Delaware General Corporation Law.
Section
145 of the Delaware General Corporation Law authorizes a
corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against and incurred by
such person in any such capacity, or arising out of such
person’s status as such. The Registrant has obtained
liability insurance covering its directors and officers for claims
asserted against them or incurred by them in such
capacity.
Additionally, as
permitted by Delaware law, the Registrant entered into
indemnification agreements with each of its directors that require
the Registrant to indemnify such persons, to the fullest extent
authorized or permitted under law.
Item 7.
Exemption
from Registration Claimed
Not
applicable.
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
|
|
|
Specimen
Common Stock Certificate.*
|
|
|
|
|
|
|
|
Opinion of Gray Plant Mooty Mooty & Bennett, P.A.
|
|
|
|
|
|
|
|
National
American University Holdings, Inc. 2018 Stock Option and
Compensation Plan.**
|
|
|
|
|
|
|
|
Consent
of Deloitte & Touche, LLP, Independent Registered Public
Accounting Firm.
|
|
|
|
|
|
|
|
Consent
of Gray Plant Mooty Mooty & Bennett, P.A. (included in
Exhibit 5.1).
|
|
|
|
|
|
24
|
|
Power
of Attorney (included as part of the signature page to this
Registration Statement).
|
|
*
|
incorporated by reference to National American University Holdings,
Inc.’s Current Report on Form 8-K filed on
November 30, 2009.
|
|
|
|
|
**
|
incorporated by reference to National American University Holdings,
Inc.’s Definitive Proxy Statement on Schedule 14(a)
filed on September 21, 2018.
|
A.
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. 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 Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in
the effective Registration Statement; and
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 this Registration
Statement;
Provided, however,
that paragraphs (1)(i) and (1)(ii) do not apply if 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 Exchange Act that are incorporated by reference into
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 which remain unsold at the termination
of the offering.
4.
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
Section 15(d) of the Exchange Act that is incorporated by reference
into this 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 pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the
Commission 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 Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, 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 Rapid
City, State of South Dakota on this 17th day of December,
2018.
|
|
NATIONAL
AMERICAN UNIVERSITY HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Ronald L.
Shape
|
|
|
|
|
Ronald L. Shape,
Ed. D.
|
|
|
|
|
President
and Chief Executive Officer
(principal
executive officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
David K.
Heflin
|
|
|
|
|
David K. Heflin,
Ed. D.
|
|
|
|
|
Chief
Financial Officer
(principal
financial officer and principal accounting officer)
|
|
POWER OF ATTORNEY
That
the undersigned officers and directors of National American
University Holdings, Inc., a Delaware corporation, do hereby
constitute and appoint Dr. Ronald L. Shape, President and Chief
Executive Officer, Dr. David K. Heflin, Chief Financial Officer,
and Paul Sedlacek, Secretary and General Counsel, and each of them,
the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable
said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the power
and authority to sign the names of the undersigned officers and
directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and
to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of
them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
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.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
Robert D. Buckingham
|
|
Co-Vice
Chairman of the Board of Directors
|
|
December
17, 2018
|
|
Robert D. Buckingham
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Co-Vice
Chairman of the Board of Directors
|
|
December
17, 2018
|
|
Jerry L. Gallentine, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Ronald L. Shape
|
|
President,
Chief Executive Officer and Director
|
|
December
17, 2018
|
|
Ronald L. Shape, Ed.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Edward D. Buckingham
|
|
Chairman
of the Board of Directors
|
|
December
17, 2018
|
|
Dr. Edward D. Buckingham
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Richard Halbert
|
|
Director
|
|
December
17, 2018
|
|
Richard Halbert
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Thomas D. Saban
|
|
Director
|
|
December
17, 2018
|
|
Dr. Thomas D. Saban, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Therese Crane
|
|
Director
|
|
December
17, 2018
|
|
Therese Crane
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December
17, 2018
|
|
Jeffrey Berzina
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jim
Rowan
|
|
Director
|
|
December
17, 2018
|
|
Jim Rowan
|
|
|
|
|
EXHIBIT INDEX
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
|
|
|
Specimen
Common Stock Certificate.*
|
|
|
|
|
|
|
|
Opinion of Gray Plant Mooty Mooty & Bennett, P.A.
|
|
|
|
|
|
|
|
National
American University Holdings, Inc. 2018 Stock Option and
Compensation Plan.**
|
|
|
|
|
|
|
|
Consent
of Deloitte & Touche, LLP, Independent Registered Public
Accounting Firm.
|
|
|
|
|
|
|
|
Consent
of Gray Plant Mooty Mooty & Bennett, P.A. (included in
Exhibit 5.1).
|
|
|
|
|
|
24
|
|
Power
of Attorney (included as part of the signature page to this
Registration Statement).
|
|
*
|
incorporated by reference to National American University Holdings,
Inc.’s Current Report on Form 8-K filed on
November 30, 2009.
|
|
**
|
incorporated by reference to National American University Holdings,
Inc.’s Definitive Proxy Statement on Schedule 14(a)
filed on September 21, 2018
|
Grafico Azioni National American Univer... (QB) (USOTC:NAUH)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni National American Univer... (QB) (USOTC:NAUH)
Storico
Da Dic 2023 a Dic 2024
