S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the U.S. Securities and Exchange Commission on December 17, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Absolute Software Corporation

(Exact name of Registrant as specified in its charter)


British Columbia, Canada		Not Applicable
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 1400

Four Bentall Centre, 1055 Dunsmuir Street

Vancouver, British Columbia

V7X 1K8 Canada

(604) 730-9851

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Absolute Software Corporation 2019 Employee Share Ownership Plan

Absolute Software Corporation Performance and Restricted Unit Plan

Absolute Software Corporation 2000 Share Option Plan

(Full title of the plans)

C T Corporation System

28 Liberty Street

New York, New York 10005

(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John T. McKenna

Jon C. Avina

Cooley LLP

3175 Hanover Street

Palo Alto, CA

94304

U.S.A.

(650) 843-5000

Steven Gatoff

Maninder Malli

Absolute Software Corporation

Suite 1400

Four Bentall Centre

1055 Dunsmuir Street

Vancouver, British Columbia

V7X 1K8

Canada

(604) 730-9851

Andrew McLeod

Kyle Misewich

Blake, Cassels & Graydon LLP

Suite 2600

595 Burrard Street

Vancouver, British Columbia

V7X 1L3

Canada

(604) 631-3300

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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



Title of Securities to be Registered	Amount to be Registered⁽¹⁾⁽²⁾	Proposed Maximum Offering Price per Share⁽³⁾	Proposed Maximum Aggregate Offering Price⁽³⁾	Amount of Registration Fee
Common Shares, no par value per share	5,895,214	$6.18 - $10.84	$60,549,105	$6,606

(1)

Represents common shares, without par value (the “Common Shares”), of Absolute Software Corporation (the “Registrant”) that are issuable under the Absolute Software Corporation 2019 Employee Share Ownership Plan (the “Share Ownership Plan”), upon the redemption of performance share units and restricted share units under the Absolute Software Corporation Performance and Restricted Unit Plan (the “PSU/RSU Plan”) and upon the exercise of stock options granted under the Absolute Software Corporation 2000 Share Option Plan (the “Share Option Plan” and together with the Share Ownership Plan and the PSU/RSU Plan, the “Plans”), together with an additional 1,910,696 Common Shares reserved for future issuance, including pursuant to future grants of stock options, performance share units and restricted share units, under the Plans.

(2)

Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Common Shares that become issuable under the Plans as set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Common Shares, as applicable.

(3)

Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of (a) $6.18, the weighted-average exercise price for outstanding options granted pursuant to the Registrant’s Share Option Plan and translated from Canadian dollars into United States dollars at the December 15, 2020 average exchange rate of the Bank of Canada being U.S. $1.00 = C$1.2722, and (b) $10.84, the average of the high and low prices of the Registrant’s Common Shares as reported on the Nasdaq Global Select Market on December 15, 2020, with respect to the shares to be registered pursuant to the Registrant’s Plans.


Securities	Number of Shares of Common Shares			Offering Price Per Share			Aggregate Offering Price/Registration Fee
Shares issuable under the Share Ownership Plan		319,492	(1)	$	10.84	(3)(b)	$	3,461,696
Shares issuable under the PSU/RSU Plan		2,950,899	(1)	$	10.84	(3)(b)	$	31,972,992
Shares issuable upon the exercise of outstanding options granted under the Share Option Plan		714,127	(1)	$	6.18	(3)(a)	$	4,412,025
Shares reserved for future grant under the Plans		1,910,696	(1)	$	10.84	(3)(b)	$	20,702,392
Proposed Maximum Aggregate Offering Price:							$	60,549,105

Registration Fee:							$	6,606

Explanatory Note

The Registrant’s Common Shares trade on both the Toronto Stock Exchange and the Nasdaq Global Select Market. In connection with the October 28, 2020 listing of the Common Shares on the Nasdaq Global Select Market, the Registrant is now filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission for the purpose of registering 5,895,214 Common Shares issuable to eligible persons under its pre-existing employee benefit plans.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information.*

Item 2.

Registrant Information and Employee Plan Annual Information.*

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the Plans, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as a prospectus or prospectus supplement 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 Form S-8, 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 Certain Documents by Reference.

The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:

The final prospectus supplement to our Registration Statement on Form F-10, as amended (File No. 333-249661), as filed with the SEC on October 29, 2020.

All other reports filed by us under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since June 30, 2020 and prior to the date of this Registration Statement.

The description of our Common Shares contained in our registration statement on Form 8-A, as filed with the SEC on October 26, 2020, including any amendment or report filed for the purpose of amending such description.

In addition, all reports and documents filed by us under Section 13(a), 13(c), 14 or 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 being offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from the date of filing of each such document, provided that reports on Form 6-K shall be so deemed incorporated by reference only if and to the extent indicated in such reports.

Item 4.

Description of Securities.

The Registrant’s Common Shares are registered under Section 12(b) of the Exchange Act.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Under the Business Corporations Act (British Columbia) (the “BCBCA”), the Registrant may indemnify a present or former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity. The Registrant may not indemnify such an individual unless the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. With approval of a court and subject to the sentence above, the Registrant may indemnify such individuals in respect of an action by or on behalf of the Registrant or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual’s association with the Registrant or other entity as described above. The Registrant may advance moneys to an individual described above for the costs, charges and expenses of a proceeding described above; however, the individual shall repay the moneys if the individual does not fulfill the conditions set out above in the second sentence under this heading. The aforementioned individuals are entitled to indemnification from the Registrant in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual’s association with the Registrant or other entity as described above if the individual was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual described above ought to have done provided the individual fulfills the conditions set out above in the second sentence under this heading.

The Articles of the Registrant provide that the Registrant shall, unless the board of directors of the Registrant shall otherwise determine in any particular case, indemnify a director or officer of the Registrant, a former director or officer of the Registrant, or another individual who acts or acted at the Registrant’s request as a director or officer or an individual acting in a similar capacity, of another entity to the maximum extent not prohibited by the BCBCA. The Articles of the Registrant provide that the Registrant may purchase and maintain such insurance for the benefit of an individual referred to in this paragraph against any liability incurred by the individual, in the individual’s capacity set forth in this paragraph.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.


Exhibit Number		Description

4.1*		Articles of Absolute Software Corporation, as currently in effect.

5.1*		Opinion of Blake, Cassels & Graydon LLP

23.1*		Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)

23.2*		Consent of Deloitte LLP.

24.1*		Power of Attorney (included on the signature page of this Form S-8).

99.1*		2019 Employee Share Ownership Plan of Absolute Software Corporation

99.2*		Absolute Software Corporation Performance and Restricted Unit Plan

99.3*		Absolute Software Corporation 2000 Share Option Plan

*	Filed herewith

Item 9.

Undertakings.

The undersigned Registrant hereby undertakes, except as otherwise specifically provided in the rules of the SEC promulgated under the Securities Act:

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 SEC 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 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 SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

2. 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 Securities 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.

3. 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 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, thereto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on this 17th day of December.


ABSOLUTE SOFTWARE CORPORATION

By:		/s/ Steven Gatoff
		Steven Gatoff
		Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christy Wyatt and Steven Gatoff, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and registration statements filed pursuant to Rule 429 under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or 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:


Signature	Title	Date

/s/ Christy Wyatt	President, Chief Executive Officer and Director	December 17, 2020
Christy Wyatt	(Principal Executive Officer)

/s/ Steven Gatoff	Chief Financial Officer	December 17, 2020
Steven Gatoff	(Principal Financial Officer and Principal Accounting Officer)

/s/ Daniel Ryan	Chairman of the Board	December 17, 2020
Daniel Ryan

/s/ Lynn Atchison	Director	December 17, 2020
Lynn Atchison

/s/ Gregory Monahan	Director	December 17, 2020
Gregory Monahan

/s/ Sal Visca	Director	December 17, 2020
Sal Visca

/s/ Gerhard Watzinger	Director	December 17, 2020
Gerhard Watzinger

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Absolute Software Corporation in the United States, on the 17th day of December, 2020.


PUGLISI & ASSOCIATES

By:		/s/ Donald J. Puglisi
Name:		Donald J. Puglisi
Title:		Managing Director