S-8

As filed with the Securities and Exchange Commission on June 27, 2014

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TIGERLOGIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-3046892
(State of incorporation)	(I.R.S. Employer Identification Number)

2855 Michelle Drive, Suite 190

Irvine, CA 92606

(Address of principal executive offices)

TIGERLOGIC CORPORATION

2009 EQUITY INCENTIVE PLAN

(Full title of the plan)

Thomas Lim

TIGERLOGIC CORPORATION

2855 Michelle Drive, Suite 190

Irvine, CA 92606

(949) 442-4400

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

Copy to:

Julia Vax, Esq.

Arnold & Porter LLP

Three Embarcadero Center

Tenth Floor

San Francisco, CA 94111-4024

(415) 471-3400

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 o	Accelerated filer ¨
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of securities tobe registered	Amountto beregistered		Proposedmaximumofferingprice pershare			Proposedmaximumaggregateofferingprice		Amount ofregistrationfee
Common Stock, $0.10 par value: Reserved for future issuance under the TigerLogic Corporation 2009 Equity Incentive Plan	903,517 shares	(1)	$	1.43	(2)	$	1,292,029.31	$	166.42

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the Common Stock of TigerLogic Corporation (the “Registrant”) that become issuable under its 2009 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.

(2)

Estimated in accordance with Rule 457(h) under the Securities Act of 1933, solely for the purpose of computing the amount of the registration fee based on the average of the high and low prices per share of the Registrant’s Common Stock as reported on The NASDAQ Capital Market on June 24, 2014, which was $1.43 per share.

EXPLANATORY NOTE

TigerLogic Corporation (the “Company” or the “Registrant”) is filing this Registration Statement on Form S-8 to register an additional 903,517 shares of its Common Stock under its 2009 Equity Incentive Plan  (the “Plan”) in accordance with the “evergreen” provisions of Section 4.2 of the Plan.  The Company previously filed Registration Statements on Form S-8 with the Securities and Exchange Commission (the “Commission”) on March 3, 2009 (Registration No. 333-157660), June 22, 2010 (Registration No. 333-167689),  June 22, 2011 (Registration No. 333-175070), June 26, 2012 (Registration No. 333-182342) and July 11, 2013 (Registration No. 333-189897) (collectively, the “Earlier Registration Statements”) pursuant to which an aggregate of 7,183,534 shares of the Company’s Common Stock were registered for issuance under the Plan.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statements are incorporated herein by reference and made part of this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits.

Exhibit Number		Description
4.1	*	TigerLogic Corporation 2009 Equity Incentive Plan
5.1	**	Opinion of Arnold & Porter LLP
23.1	**	Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.2	**	Consent of Arnold & Porter LLP (included in Exhibit 5.1)
24.1	**	Power of Attorney (included on the signature page of this Registration Statement)

* Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on February 26, 2009.

** Filed herewith.

Item 9.  Undertakings.

(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 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;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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 Securities Exchange Act of 1934 that are incorporated by reference 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.

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(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 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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.

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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, thereunto duly authorized, in the City of Mountain View, State of California, on June 27, 2014.

TIGERLOGIC CORPORATION
By:	/s/ Thomas Lim
	Thomas Lim
	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard W. Koe and Thomas Lim, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, 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 and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his 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 date indicated.

Signatures	Title	Date
/s/    Richard W. Koe	Director, President and Chief Executive Officer (Principal Executive Officer)	June  27, 2014
Richard W. Koe
/s/    Thomas Lim	Chief Financial Officer (Principal Financial and Accounting Officer)	June  27, 2014
Thomas Lim
/s/    Gerald F. Chew	Director	June  27, 2014
Gerald F. Chew
/s/    Nancy Harvey	Director	June  27, 2014
Nancy Harvey
/s/    Douglas G. Marshall	Director	June  27, 2014
Douglas G. Marshall
/s/    Philip D. Barrett	Director	June  27, 2014
Philip D. Barrett
/s/    Douglas G. Ballinger	Director	June  27, 2014
Douglas G. Ballinger

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TIGERLOGIC CORPORATION

EXHIBIT INDEX

Exhibit Number		Description
4.1	*	TigerLogic Corporation 2009 Equity Incentive Plan and form of stock option agreement thereunder
5.1	**	Opinion of Arnold & Porter LLP
23.1	**	Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.2	**	Consent of Arnold & Porter LLP (included in Exhibit 5.1)
24.1	**	Power of Attorney (included on the signature page of this Registration Statement)

* Incorporated by reference to TigerLogic Corporation’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 26, 2009.

** Filed herewith.

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EX-5.1

Exhibit 5.1

[Letterhead of Arnold & Porter LLP]

June 27, 2014

TigerLogic Corporation

2855 Michelle Drive, Suite 190

Irvine, CA 92606

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing on or about June 27, 2014 by TigerLogic Corporation, a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to an additional 903,517 shares of Common Stock, par value $0.10, of the Company (the “Shares”), issuable pursuant to its 2009 Equity Incentive Plan (the “Plan”). In connection with this opinion, we have examined copies or originals of the following documents:

1.The Registration Statement and related prospectus;

2.The Plan;

3.The Company’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on November 29, 2005;

4.The Company’s Amended and Restated Bylaws, dated November 7, 2007;

5.Certain resolutions of the Company’s Board of Directors dated January 13, 2009, March 30, 2010, February 24, 2011, March 15, 2012, March 20, 2013 and March 31, 2014 relating to the Plan;

6.The Company’s Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed with the Commission on January 23, 2009 and the voting results for the 2009 Annual Meeting of Stockholders as reported in the Company’s Annual Report on Form 10-K filed with the SEC on June 24, 2009;

7.A specimen stock certificate for the Common Stock of the Company; and

8.A certificate of an officer of the Company and a certificate of the Company’s transfer agent, each dated on or around the date hereof.

In rendering the opinion set forth below, we have assumed the legal capacity of individuals, that the signatures on all documents not executed in our presence are genuine, that all documents submitted to us as originals are authentic, that all documents submitted to us as reproduced or certified copies conform to the original documents and that all corporate records of the Company provided to us for review and all public records obtained by us are accurate and complete. We have further assumed the due execution and delivery of all documents, where due execution and delivery are a prerequisite to the enforceability or effectiveness thereof.

As to matters of fact material to our opinion, we have relied solely upon our review of the documents referred to in the foregoing paragraph. We have assumed that the recitals of fact set forth in such documents are true, complete and correct on the date hereof. We have not independently verified any factual matters or the validity of any assumptions made by us in this letter and express no opinion with respect to such factual matters or assumptions. In rendering this opinion, we have considered only the Delaware General Corporation Law, including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws, and express no opinion with respect to choice of law or conflicts of law. We express no opinion whatsoever as to the compliance or noncompliance by any person with antifraud or information delivery provisions of state or federal laws, rules and regulations, and no inference regarding such compliance or noncompliance may be drawn from any opinion in this letter.

In addition, we have assumed that, at the time of the issuance of the Shares: (A) all of the terms and conditions for such issuance set forth in the Plan and any related agreements will have been fully satisfied, waived or discharged; (B) a sufficient number of shares of Common Stock will have been authorized and will be reserved or otherwise available for issuance; (C) applicable law, including its interpretation, will have remained unchanged from the law in effect as of the date of this letter and (D) the cash consideration payable in connection with the issuance and sale of the Shares will not be less than the par value of the Common Stock.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold, issued and delivered in accordance with the Plan and the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable.

Notwithstanding anything in this letter to the contrary, the opinion set forth above is given only as of the date hereof.  We disclaim any obligation to update any opinion or statement rendered herein and express no opinion or comment as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware.

This letter is rendered solely for your benefit in connection with the Registration Statement and the issuance and sale of the Shares thereunder and may not be relied upon by any other party.  We consent to the filing of this opinion as an exhibit to the Registration Statement.   In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.

Very Truly Yours,

/s/ Arnold & Porter LLP

Arnold & Porter LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

TigerLogic Corporation:

We consent to the use of our report dated June 27, 2014, with respect to the consolidated balance sheets of TigerLogic Corporation and subsidiaries as of March 31, 2014 and 2013, and the related consolidated statements of comprehensive income (loss), cash flows, and stockholders’ equity for each of the years in the three-year period ended March 31, 2014, incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California

June 27, 2014