Delaware | 16-1171179 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification Number) |
200 East Randolph Street, Suite 7700 | |
Chicago, Illinois | 60601-7702 |
(Address of registrant’s principal executive offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer x | |
Non-accelerated filer o | Smaller reporting company o | |
(Do not check if a smaller reporting company) |
Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price | Amount of registration fee |
Common Stock, par value $0.001 per share, issuable under the Long-Term Incentive Plan | 800,000 | $21.87 | $17,496,000.00 | $1,761.85 |
(1) | Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of common stock, par value $0.001 per share (the “Common Stock”), which may become issuable by reason of any stock split, stock dividend or similar transaction effected without the receipt of consideration that results in an increase in the number of the registrant’s outstanding shares of Common Stock. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 of the Securities Act, and based on the average of the high and low sales prices of Common Stock as reported on the NASDAQ Global Select Market on May 3, 2016. |
(a) | The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on March 1, 2016; |
(b) | The registrant’s definitive Proxy Statement on Schedule 14A, filed on March 24, 2016; |
(c) | The registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2016; |
(d) | The registrant’s Current Reports on Form 8-K filed on February 5, 2016, February 16, 2016, February 22, 2016, February 29, 2016, April 20, 2016 and April 25, 2016; and |
(e) | The description of the registrant’s Common Stock, $0.001 par value per share, contained in the registrant’s registration statement on Form 8-A (File No. 000-50796), filed on May 25, 2004, including any amendment or report filed for the purpose of updating such description. |
Exhibit Number | Description |
4.1 | Second Amended and Restated Certificate of Incorporation of the Company filed on June 2, 2004 (incorporated by reference to exhibit 3.1 of the Company’s Annual Report on Form 10-K filed on March 13, 2009). |
4.1.1 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of January 7, 2008 (incorporated by reference to exhibit 3.1.1 of the Company’s Annual Report on Form 10-K filed on March 13, 2009). |
4.1.2 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of April 29, 2010 (incorporated by reference to exhibit 3.1.3 of the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010). |
4.1.3 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of May 6, 2010 (incorporated by reference to exhibit 3.1.4 of the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010). |
4.1.4 | Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on November 25, 2013, effective as of December 2, 2013 (incorporated by reference to exhibit 3.1 of the Company’s Current Report on Form 8-K filed on December 2, 2013). |
4.2 | Fourth Amended and Restated Bylaws of the Company dated January 1, 2010 (incorporated by reference to exhibit 3.1 of the Company’s Current Report on Form 8-K filed on January 27, 2010). |
4.2.1 | Amendment to Fourth Amended and Restated Bylaws of the Company (incorporated by reference to exhibit 3.1 of the Company’s Current Report on Form 8-K filed on February 22, 2016). |
4.3 | Specimen common stock certificate (incorporated by reference to exhibit 4.1 of the Company’s Annual Report on Form 10-K filed on March 1, 2016). |
4.4 | Form of Performance Share Agreement between the Company and Recipient (incorporated by reference to exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on March 1, 2016). |
4.5 | Form of the Company’s Restricted Stock Unit Agreement dated as of July 1, 2008 (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 2, 2008). |
5.1* | Opinion of Robert N. Sacks, Esq. |
23.1* | Consent of counsel (included in Exhibit 5.1). |
23.2* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
24.1* | Powers of Attorney (contained on the signature page hereto). |
99.1 | Long-Term Incentive Plan dated as of May 1, 2004 (incorporated by reference to exhibit 10.12 of Amendment No. 1 to the Company’s registration statement on Form S-1, File No. 333-112652, filed on May 10, 2004). |
99.1.1 | Long-Term Incentive Plan Amendment (incorporated herein by reference to Appendix B to the Company’s Proxy Statement filed on April 1, 2008). |
99.1.2 | Second Amendment to the Company’s Long-Term Incentive Plan (incorporated herein by reference as Appendix E to the Company’s Proxy Statement filed on April 1, 2013). |
*Filed herewith. |
(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 of 1933; |
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 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 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; |
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 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. |
(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. |
(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. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to officers, directors, and controlling persons of the registrant pursuant to the registrant’s certificate of incorporation or by-laws, 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 of 1933 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 of 1933 and will be governed by the final adjudication of such issue. |
Signature | Title | Date |
/s/ G MARC BAUMANN | Director, President and Chief Executive Officer (Principal Executive Officer) | May 4, 2016 |
G Marc Baumann | ||
/s/ KAREN M. GARRISON | Director | May 4, 2016 |
Karen M. Garrison | ||
/s/ PAUL HALPERN | Director | May 4, 2016 |
Paul Halpern | ||
/s/ ROBERT S. ROATH | Director | May 4, 2016 |
Robert S. Roath | ||
/s/ WYMAN T. ROBERTS | Director | May 4, 2016 |
Wyman T. Roberts | ||
/s/ DOUGLAS R. WAGGONER | Director | May 4, 2016 |
Douglas R. Waggoner | ||
/s/ JONATHAN P. WARD | Director | May 4, 2016 |
Jonathan P. Ward | ||
/s/ JAMES A. WILHELM | Director and Non-Executive Chairman | May 4, 2016 |
James A. Wilhelm | ||
/s/ GORDAN H. WOODWARD | Director | May 4, 2016 |
Gordon H. Woodward | ||
/s/ VANCE C. JOHNSTON | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | May 4, 2016 |
Vance C. Johnston | ||
/s/ KRISTOPHER H. ROY | Senior Vice President, Corporate Controller and Assistant Treasurer (Principal Accounting Officer and Duly Authorized Officer) | May 4, 2016 |
Kristopher H. Roy |
Exhibit Number | Description |
4.1 | Second Amended and Restated Certificate of Incorporation of the Company filed on June 2, 2004 (incorporated by reference to exhibit 3.1 of the Company’s Annual Report on Form 10-K filed on March 13, 2009). |
4.1.1 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of January 7, 2008 (incorporated by reference to exhibit 3.1.1 of the Company’s Annual Report on Form 10-K filed on March 13, 2009). |
4.1.2 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of April 29, 2010 (incorporated by reference to exhibit 3.1.3 of the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010). |
4.1.3 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of May 6, 2010 (incorporated by reference to exhibit 3.1.4 of the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010). |
4.1.4 | Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on November 25, 2013, effective as of December 2, 2013 (incorporated by reference to exhibit 3.1 of the Company’s Current Report on Form 8-K filed on December 2, 2013). |
4.2 | Fourth Amended and Restated Bylaws of the Company dated January 1, 2010 (incorporated by reference to exhibit 3.1 of the Company’s Current Report on Form 8-K filed on January 27, 2010). |
4.2.1 | Amendment to Fourth Amended and Restated Bylaws of the Company (incorporated by reference to exhibit 3.1 of the Company’s Current Report on Form 8-K filed on February 22, 2016). |
4.3 | Specimen common stock certificate (incorporated by reference to exhibit 4.1 of the Company’s Annual Report on Form 10-K filed on March 1, 2016). |
4.4 | Form of Performance Share Agreement between the Company and Recipient (incorporated by reference to exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on March 1, 2016). |
4.5 | Form of the Company’s Restricted Stock Unit Agreement dated as of July 1, 2008 (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 2, 2008). |
5.1* | Opinion of Robert N. Sacks, Esq. |
23.1* | Consent of counsel (included in Exhibit 5.1). |
23.2* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
24.1* | Powers of Attorney (contained on the signature page hereto). |
99.1 | Long-Term Incentive Plan dated as of May 1, 2004 (incorporated by reference to exhibit 10.12 of Amendment No. 1 to the Company’s registration statement on Form S-1, File No. 333-112652, filed on May 10, 2004). |
99.1.1 | Long-Term Incentive Plan Amendment (incorporated herein by reference to Appendix B to the Company’s Proxy Statement filed on April 1, 2008). |
99.1.2 | Second Amendment to the Company’s Long-Term Incentive Plan (incorporated herein by reference as Appendix E to the Company’s Proxy Statement filed on April 1, 2013). |
*Filed herewith. |
The Board of Directors SP Plus Corporation 200 East Randolph Street, Suite 7700 Chicago, Illinois 60601-7702 |