As filed with the Securities and Exchange Commission on July 25, 2014
|
Registration No. 333-
|
Delaware
|
|
11-2895590
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company þ
|
|
|
(Do not check if a smaller reporting company)
|
|
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 (par value $0.0001 per share)
|
1,200,000
|
$
|
0.57
|
$
|
684,000.00
|
$
|
88.10
|
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Direct Insite Corp. 2014 Stock 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 the Registrant’s outstanding shares of Common Stock. |
(2) | Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is based on the average of the high and low prices for the common stock of Direct Insite Corp. (the “Registrant”) reported by the OTC Bulletin Board on July 22, 2014, which is within five (5) business days prior to the date of this Registration Statement. |
Item 1.
|
Plan Information.
|
Item 2.
|
Registration Information and Employee Plan Annual Information.
|
Item 3.
|
Incorporation by Reference.
|
(a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 26, 2014. |
(b) | The Registrant’s Current Reports on Form 8-K filed with the SEC on January 15, 2014, March 26, 2014, May 6, 2014, May 14, 2014 and June 5, 2014. |
(c) | The Registrant’s Current Report on Form 10-Q for the fiscal quarter ended March 31, 2014, filed with the SEC on May 14, 2014. |
(d) | The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form S-1, No. 333-153792, filed October 2, 2008. |
Item 4.
|
Description of Securities.
|
Item 5.
|
Interests of Named Experts and Counsel.
|
Item 6.
|
Indemnification of Directors and Officers.
|
Item 7.
|
Exemption from Registration Claimed.
|
Item 8.
|
Exhibits.
|
Exhibit Number | Description |
4.1 | Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(a) to Registrant’s Form S-1 Registration Statement (Reg. No 2-33‑47322)) |
4.2 | Certificates of Amendment to the Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(a) to Registrant’s Form S-1 Registration Statement (Reg. No 2-33‑47322)) |
4.3 | Certificates of Amendment to the Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(i)(d) to Registrant’s Form 10-K for the year ended 1995) |
4.4 | Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated herein by reference to Annex A to Registrant’s Proxy Statement filed on May 5, 2014) |
4.5 | By-Laws of the Registrant (incorporated by reference to Exhibit 3(d) to the Registrant’s Form S-1 Registration Statement (Reg. No 2-33‑47322)) |
4.6 | Registrant’s 2014 Stock Incentive Plan (incorporated herein by reference to Annex B to the Registrant’s Proxy Statement filed on May 5, 2014) |
5.1 | Opinion of counsel |
23.1 | Consent of Marcum LLP |
23.2 | Consent of counsel (included in Exhibit 5.1) |
Item 9.
|
Undertakings.
|
(1)
|
The undersigned Registrant hereby undertakes:
|
(a) | 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and, |
(iii) | To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
(b) | That, for the purpose of determining any liability under the Securities Act, 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. |
(c) | 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. |
(2) | That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(a) | Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
(b) | Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant; |
(c) | The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and |
(d) | Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser. |
(3) | The undersigned 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 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. |
(4) | 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. |
DIRECT INSITE CORP.
|
|
|
|
|
|
By: |
/s/ Lowell Rush
|
|
Lowell M. Rush
Chief Financial Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Matthew E. Oakes
|
|
Chief Executive Officer and Chairman
|
|
July 25, 2014
|
Matthew E. Oakes
|
|
(Principal executive officer)
|
|
|
|
|
|
|
|
/s/ Lowell M. Rush
|
|
Chief Financial Officer, Secretary and Treasurer
|
|
July 25, 2014
|
Lowell M. Rush
|
|
(Principal financial officer and principal accounting officer)
|
|
|
/s/ James A. Cannavino |
|
Director
|
|
July 25, 2014
|
James A. Cannavino
|
|
|
|
|
|
|
|
|
|
/s/ Paul Lisiak
|
|
Director
|
|
July 25, 2014
|
Paul Lisiak
|
|
|
|
|
|
|
|
|
|
/s/ Thomas C. Lund
|
|
Director
|
|
July 25, 2014
|
Thomas C. Lund
|
|
|
|
|
|
|
|
|
|
/s/ John J. Murabito
|
|
Director
|
|
July 25, 2014
|
John J. Murabito
|
|
|
|
|
|
|
|
|
|
Exhibit Number | Description |
4.1 | Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(a) to Registrant’s Form S-1 Registration Statement (Reg. No 2-33‑47322)) |
4.2 | Certificates of Amendment to the Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(a) to Registrant’s Form S-1 Registration Statement (Reg. No 2-33‑47322)) |
4.3 | Certificates of Amendment to the Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(i)(d) to Registrant’s Form 10-K for the year ended 1995) |
4.4 | Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated herein by reference to Annex A to Registrant’s Proxy Statement filed on May 5, 2014) |
4.5 | By-Laws of the Registrant (Incorporated by reference to Exhibit 3(d) to the Registrant’s Form S-1 Registration Statement (Reg. No 2-33‑47322)) |
4.6 | Registrant’s 2014 Stock Incentive Plan (incorporated herein by reference to Annex B to the Registrant’s Proxy Statement filed on May 5, 2014) |
5.1 | Opinion of counsel |
23.1 | Consent of Marcum LLP |
23.2 | Consent of counsel (included in Exhibit 5.1) |
A. | the Company’s Certificate of Incorporation, as amended to date; |
B. | the Company’s By-Laws; and |
C. | the Registration Statement. |
|
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
KRAMER LEVIN NAFTALIS & FRANKEL LLP
|