Securities Registration: Employee Benefit Plan (s-8)
29 Marzo 2019 - 9:55PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 29, 2019
Registration
Statement No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Priority
Technology Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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47-4257046
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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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2001
Westside Parkway
Suite
155
Alpharetta, GA 30004
(Address
of principal executive offices and zip code)
Priority
Technology Holdings, Inc. 2018 Equity Incentive Plan
(Full
title of the plan)
Christopher
Prince
General
Counsel
Priority
Technology Holdings, Inc.
2001
Westside Parkway
Suite
155
Alpharetta, GA 30004
(Name
and address of agent for service)
(800)
935-5961
(Telephone
number, including area code, of agent for service)
Copies
to:
John
Mahon, Esq.
Schulte
Roth & Zabel LLP
919
Third Avenue
New
York, New York 10022
(212)
756-2000
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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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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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
(3)
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Proposed
maximum
aggregate
offering
price
(3)
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Amount
of
registration fee
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Common
Stock, par value $0.001 per share
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6,685,696
(2)
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$6.88
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$45,997,588.48
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$5,574.91
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(1)
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In accordance with Rule 416 under the Securities
Act of 1933, as amended (the “Securities Act”), this Registration Statement registers such additional shares of
common stock, par value $0.001 per share (“Common Stock”), of Priority Technology Holdings, Inc., a Delaware corporation
(the “Registrant”), and securities that may from time to time be offered or issued under the Priority Technology
Holdings, Inc. 2018 Equity Incentive Plan (the “Incentive Plan”) to prevent dilution resulting from stock splits,
stock dividends or similar transactions that result in an increase in the number of the outstanding shares of Common Stock
or securities issuable pursuant to awards granted under the Incentive Plan. In addition, pursuant to Rule 416(c) under the
Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant
to the Incentive Plan.
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(2)
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This Registration Statement covers 6,685,696
shares of Common Stock available to be granted under or issuable pursuant to awards under the Incentive Plan.
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(3)
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Calculated solely for purposes of this offering
in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is based
upon the average of the high and low sale prices of the Common Stock as reported on The NASDAQ Global Market as of March 26,
2019.
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Part
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1.
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Plan Information.
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The
documents containing the information required by Part 1 of Form S-8 will be sent or given to participants in the Incentive Plan
as specified by Rule 428(b)(1) under the Securities Act. In accordance with Rule 428 and the requirements of Part I of Form S-8,
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 under the Securities Act. These
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.
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Item 2.
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Registrant Information and Employee Plan
Annual Information.
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The
documents incorporated by reference in Item 3 of Part II of this Registration Statement are available to participants in the Incentive
Plan, without charge, upon written or oral request, and they are also incorporated by reference in the Section 10(a) prospectus
described in Item 1 above. Any such requests should be directed to the Registrant at the address and telephone number listed on
the cover page of this Registration Statement.
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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This
Registration Statement incorporates herein by reference the following documents, which have been filed with the Commission by
the Registrant:
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●
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Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on March 29, 2019;
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●
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Current Reports on Form 8-K, filed with the Commission on
February 8, 2019, February 21, 2019, March 5, 2019, and March 28, 2019; and
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●
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the
description of the Common Stock as set forth in the registration statement on Form 8-A (File No. 001-37872), filed with the
Commission on September 12, 2016, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including any subsequent amendments or reports filed for the purpose of updating such description.
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All
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part hereof from the date
of filing such documents. 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 or 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.
In
no event, however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form
8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become
a part of, this Registration Statement. Any statement contained in a document that is deemed to be incorporated by reference or
deemed to be part of this Registration Statement after the most recent effective date may modify or replace existing statements
contained in this Registration Statement.
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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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Subsection
(a) of Section 145 of the Delaware General Corporation Law (“DGCL”) empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, employee or agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 his conduct was unlawful.
Subsection
(b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’
fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except
that no indemnification may be made with respect to any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section
145 of the DGCL further provides that to the extent a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense
of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and
reasonably incurred by him in connection therewith; that indemnification or advancement of expenses provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and empowers the corporation
to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section 145.
The
certificate of incorporation and bylaws of the Registrant provide that the Registrant shall indemnify and hold harmless to the
full extent permitted by law (as now or hereafter in effect) any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Registrant) by reason of the fact that he or she is or was a director, officer, employee
or agent of the Registrant against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The certificate of incorporation
provides that, to the fullest extent permitted by law, no director of the Registrant shall be personally liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a director.
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Item 7.
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Exemption from Registration Claimed.
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Not
applicable.
The
undersigned Registrant hereby undertakes:
(a)
(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 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 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 a 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 a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
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;
(2)
That, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall 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; and
(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;
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 reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(b)
The 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 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.
(c)
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 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 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 New York, the State of New York, on March 29, 2019.
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PRIORITY
TECHNOLOGY HOLDINGS, INC.
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By:
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/s/
Thomas C. Priore
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Name:
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Thomas
C. Priore
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Title:
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President,
Chief Executive Officer and Chairman
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas C. Priore and Michael
Vollkommer, and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned,
any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable Priority Technology
Holdings, Inc. to comply with the Securities Act, and any requirements of the Commission in respect thereof, in connection with
the filing with the Commission of the Registration Statement on Form S-8 under the Securities Act, including specifically, but
without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments
to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other
documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or
other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other
documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to
be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
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 dates indicated.
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Signature
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Title
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Date
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/s/ Thomas
C. Priore
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President, Chief
Executive Officer and Chairman
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March 29, 2019
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Thomas C. Priore
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(Principal Executive
Officer)
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/s/ Michael
Vollkommer
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Chief Financial Officer
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March 29, 2019
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Michael Vollkommer
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(Principal Accounting
and Financial Officer)
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/s/ John
Priore
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Vice-Chairman
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March 29, 2019
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John Priore
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Director
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Marc Manuel
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/s/ William Gahan
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Director
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March
29, 2019
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William Gahan
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/s/ Matthew Kearney
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Director
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March 29, 2019
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Matthew Kearney
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INDEX
TO EXHIBITS
Grafico Azioni Priority Technology (PK) (USOTC:PRTHU)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Priority Technology (PK) (USOTC:PRTHU)
Storico
Da Gen 2024 a Gen 2025
