UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 3 TO FORM S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
|
| Greenwood
Hall, Inc. |
(Exact name
of registrant as specified in its charter)
|
| Nevada |
(State or
other jurisdiction of incorporation or organization)
|
| 8742 |
(Primary
Standard Industrial Classification Code Number)
|
| 99-0376273 |
(I.R.S. Employer
Identification Number)
|
12424
Wilshire Blvd., Suite 1030
Los Angeles,
CA 90025
Telephone:
424.268.3000 |
(Address,
including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
|
Incorp
Services, Inc.
2360 Corporate
Circle Ste 400, Henderson, Nevada 89074
Telephone:
800.246.2677
|
(Name, address,
including zip code, and telephone number,
including area code, of agent for service)
|
Copy of
Communications To:
DLA Piper
LLP (US)
2000 Avenue
of the Stars #400
Los Angeles,
CA
Telephone:
310.595.3000 |
From time
to time after the effective date of this registration statement. |
(Approximate
date of commencement of proposed sale to the public)
|
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box:
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration
statement number of the earlier effective registration statement for the same offering.
¨
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 definitions of
“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
x |
| (Do not check if a smaller reporting company) |
|
|
Calculation of Registration Fee
Title
of Each Class 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 | |
| Common
Stock to be offered for resale by selling stockholders | |
| 5,673,980 | | |
| $0.89 | (3) | |
$ | 5,049,842 | | |
$ | 586.79 | (4) |
| |
(1) |
An indeterminate number of additional
shares of common stock shall be issuable pursuant to Rule 416 under the Securities Act of 1933 to prevent dilution resulting
from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically
be increased to cover the additional shares in accordance with Rule 416. |
| |
(2) |
Estimated in accordance with Rule
457(c) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee. |
| |
(3) |
Based on the close price per share
for the registrant’s common stock on July 1, 2015, as reported by the OTC Markets Group’s OTCQB. |
| |
(4) |
$606.58 was previously paid. |
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
Explanatory
Note
This
Amendment No. 3 to our Registration Statement on Form S-1 amends Amendment No. 2 to our Registration Statement on Form S-1
filed on July 6, 2015. This Amendment No. 3 is to amend Amendment No. 2 solely by amending and restating Exhibit 23.1 “Independent
Registered Public Accounting Firm Consent.” The Exhibit 23.1 attached to this Amendment No. 3 replaces the Exhibit
23.1 filed with Amendment No. 2 in its entirety.
Exhibit
Exhibit
No. |
|
Description |
| 2.1 |
|
Merger Agreement and Plan of Reorganization, dated as of July 22, 2014, by and among Greenwood
Hall, Inc., Greenwood Hall Acquisition, Inc. and PCS Link, Inc. d/b/a Greenwood & Hall.* |
| 2.2 |
|
Articles of Merger with Divio Holdings, Corp and Greenwood Hall, Inc., as filed with the
Nevada Secretary of State effective July 1, 2014.* |
| 3.1(i) |
|
Articles of Incorporation of Greenwood Hall, Inc. previously known as Divio Holdings, Corp.
as filed with the Nevada Secretary of State.* |
| 3.1(ii) |
|
Certificate of Change of Greenwood Hall, Inc. previously Divio Holdings Corp.* |
| 3.2 |
|
Bylaws of Greenwood Hall, Inc. (Nevada).* |
| 4.1 |
|
Form of Investor Warrant by and between Greenwood Hall, Inc. and the investors in the Primary
Financing.* |
| 4.2 |
|
Warrant dated as of July 23, 2014, issued by Greenwood Hall, Inc. to Opus Bank .* |
| 4.3 |
|
Return to Treasury Agreement.* |
| 4.4 |
|
Form of Registration Rights Agreement, dated as of June 30, 2014, by and between Greenwood
Hall, Inc. and the investors in the Private Placement Financing.* |
| 5.1 |
|
Opinion of Fennemore Craig, P.C. LLP (US)* |
| 10.1 |
|
Form of Subscription Agreement, by and between Greenwood Hall, Inc. and the investors in
the Primary Financing.* |
| 10.2 |
|
Employment Agreement by and between John Hall and Greenwood Hall, Inc.* |
| 10.3 |
|
Greenwood Hall, Inc. 2014 Stock Option Plan.* |
| 10.4 |
|
Form of Stock Option Award Agreement under the 2014 Stock Option Plan.* |
| 10.5 |
|
Form of Indemnification Agreement.* |
| 10.6 |
|
Business Loan Agreement, dated as of October 21, 2010, by and between PCS Link, Inc. d/b/a
Greenwood & Hall and California United Bank as amended.* |
| 10.7 |
|
Amended and Restated Credit Agreement, dated as of July 18, 2014, by and between Opus Bank,
PCS Link, Inc. d/b/a Greenwood & Hall and Greenwood Hall, Inc.* |
| 10.8 |
|
First Amendment, Waiver and Ratification dated as of December 12, 2014, of the Amended Credit
Agreement and related term loan and line of credit, dated July 18, 2014, between PCS Link d/b/a/ Greenwood & Hall, Inc.
and Opus Bank.* |
| 23.1 |
|
Consent of Rose, Snyder & Jacobs LLP ** |
| 23.2 |
|
Consent of Fennemore Craig, P.C. LLP (US) (included in Exhibit 5.1) |
| * |
Previously Filed |
| |
|
| ** |
Filed Herewith |
Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GREENWOOD HALL, INC.
(Registrant)
| By: |
/s/
John Hall |
| Name: |
John Hall |
| Title: |
Chief Executive
Officer |
| Date: |
July 6, 2015 |
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| /s/
John Hall |
|
Chief
Executive Officer
(Principal Executive Officer) |
|
July 6, 2015 |
| John Hall |
|
|
|
|
| /s/
Tina J. Gentile |
|
Interim Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer) |
|
July 6, 2015 |
| Tina Gentile |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
July 6, 2015 |
| Lyle M. Green |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
July 6, 2015 |
| Jonathan Newcomb |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
July 6, 2015 |
| Mike Sims |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
July 6, 2015 |
| Matt Toledo |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
July 6, 2015 |
| Brett Johnson |
|
|
|
|
| * By: |
/s/ John Hall |
|
| |
John Hall |
|
| |
Attorney-in-fact |
|
