- Securities Registration: Employee Benefit Plan (S-8)
18 March 2010 - 8:20AM
Edgar (US Regulatory)
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As filed with the Securities and Exchange Commission on March 17, 2010
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Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QuinStreet, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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77-0512121
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.)
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1051 East Hillsdale Blvd., Suite 800
Foster City, CA 94404
(650) 578-7700
(Address of principal executive offices) (Zip code)
2008 Equity Incentive Plan
2010 Equity Incentive Plan
2010 Non-Employee Directors Stock Award Plan
(Full title of the plan)
Douglas Valenti
Chief Executive Officer and Chairman
1051 East Hillsdale Blvd., Suite 800
Foster City, CA 94404
(650) 578-7700
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Jodie Bourdet
Cooley Godward Kronish LLP
101 California Street, 5
th
Floor
San Francisco, CA 94111
(415) 693-2000
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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Securities
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Amount to be
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Offering
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Aggregate
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Amount of
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to be Registered
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Registered
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Price per Share (2)
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Offering Price (2)
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Registration Fee
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Common Stock, par value
$0.001 per share
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12,255,358 shares
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$
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9.6933 - $14.95
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$
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121,855,454.37
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$
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8,688.30
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the
Securities Act), this Registration Statement shall also cover any additional shares of
Registrants Common Stock that become issuable under the plans set forth herein 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
Registrants Common Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant
to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per
share and the aggregate offering price are based upon (a) the weighted-average exercise price
for outstanding options granted under the Registrants 2008 Equity Incentive Plan, and (b) the
average of the high and low prices of the Registrants Common Stock as reported on the NASDAQ
Global Select Market on March 15, 2010). The chart below details the calculations of the
registration fee:
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Offering Price Per
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Aggregate Offering
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Securities
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Number of Shares
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Share(2)(3)
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Price
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Shares issuable upon the exercise of outstanding options granted
under the 2008 Equity Incentive Plan and the prior 1999 Equity
Incentive Plan (which was amended and restated by the 2008 Equity
Incentive Plan)
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11,673,131
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$
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9.6933
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(2)(a)
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$
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113,151,160.72
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Shares reserved for future grant under the 2010 Equity Incentive Plan
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282,227
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$
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14.95
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(2)(b)
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$
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4,219,293.65
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Shares reserved for future grant under the 2010 Non-Employee
Directors Stock Award Plan
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300,000
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$
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14.95
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(2)(b)
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$
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4,485,000.00
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Proposed Maximum Aggregate Offering Price
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$
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121,855,454.37
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Registration Fee
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$
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8,688.30
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(3)
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Pursuant to the terms of the Registrants 2010 Equity Incentive Plan, any shares subject to
outstanding options originally granted under the Registrants 2008 Equity Incentive Plan (or
the 1999 Equity Incentive Plan prior to its amendment and restatement by the 2008 Equity
Incentive Plan), that expire or terminate for any reason prior to exercise or settlement shall
become available for issuance pursuant to share awards granted under the Registrants 2010
Equity Incentive Plan.
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by QuinStreet, Inc. (the Company) with the Securities and
Exchange Commission are incorporated by reference into this Registration Statement:
(a)
The Companys prospectus filed on February 11, 2010 pursuant to Rule 424(b) under the
Securities Act relating to the Registration Statement on Form S-1 (File No. 333-163228), which
contains audited financial statements for the Companys latest fiscal year for which such
statements have been filed.
(b)
The description of the Companys Common Stock which is contained in a registration
statement on Form 8-A filed on February 9, 2010 (File No. 00-34628) under the Exchange Act of 1934,
as amended (the Exchange Act), including any amendment or report filed for the purpose of
updating such description.
(c)
All other reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be
a part of this Registration Statement from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Common Stock being offered by this prospectus and certain
other legal matters are being passed upon for us by our counsel, Cooley Godward Kronish LLP, San
Francisco, California. GC&H Investments LLC, an investment fund affiliated with Cooley Godward
Kronish LLP, owns 36,671 shares of the Companys common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a
corporations board of directors to grant, indemnity to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances for liabilities,
including reimbursement for expenses incurred, arising under the Securities Act. The Companys
amended and restated certificate of incorporation eliminates the liability of the Companys
directors for monetary damages to the fullest extent permitted under the Delaware General
Corporation Law. The Companys amended and restated bylaws require the Company to indemnify its
directors and executive officers to the maximum extent not prohibited by the Delaware General
Corporation Law or any other applicable
law and allow the Company to indemnify other officers, employees and other agents as set forth
in the Delaware General Corporation Law or any other applicable law.
The Company has entered into indemnification agreements with its directors and executive
officers, whereby the Company has agreed to indemnify its directors and executive officers to the
fullest extent permitted by law, including indemnification against expenses and liabilities
incurred in legal proceedings to which the director or officer was, or is threatened to be made, a
party by reason of the fact that such director or officer is or was a director, officer, employee
or agent of the Company, provided that such director or officer acted in good faith and in a manner
that the director or officer reasonably believed to be in, or not opposed to, the best interest of
the Company.
At present, there is no pending litigation or proceeding involving a director or officer of
the Company regarding which indemnification is sought, nor is the Company aware of any threatened
litigation that may result in claims for indemnification.
The Company maintains insurance policies that indemnify the Companys directors and officers
against various liabilities arising under the Securities Act and the Exchange Act that might be
incurred by any director or officer in his or her capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
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Exhibit
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Number
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Description
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3.1
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(1)
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Amended and Restated Certificate of Incorporation of QuinStreet, Inc.
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3.2
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(2)
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Form of Amended and Restated Bylaws of QuinStreet, Inc.
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4.1
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(3)
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Form of QuinStreet, Inc.s Common Stock Certificate
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4.2
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(4)
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Second Amended and Restated Investor Rights Agreement, by and between QuinStreet,
Inc., Douglas Valenti and the investors listed on Schedule 1 thereto, dated May 28,
2003.
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4.3
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Reference is made to Exhibits 3.1 and 3.2.
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5.1
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Opinion of Cooley Godward Kronish
llp
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23.1
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Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1).
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23.2
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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24.1
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Power of Attorney (included on the signature page of this Form S-8).
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99.1
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QuinStreet, Inc. 1999 Equity Incentive Plan (governing options outstanding prior to
the amendment and restatement by the 2008 Equity Incentive Plan).
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99.2
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Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan,
prior to its amendment and restatement by the 2008 Equity Incentive Plan (for
non-executive officer employees).
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Exhibit
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Number
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Description
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99.3
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Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan,
prior to its amendment and restatement by the 2008 Equity Incentive Plan (for
executive officers).
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99.4
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Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan,
prior to its amendment and restatement by the 2008 Equity Incentive Plan (for
non-employee directors).
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99.5
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QuinStreet, Inc. 2008 Equity Incentive Plan.
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99.6
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Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan
(for non-executive officer employees).
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99.7
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Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan
(for executive officers).
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99.8
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Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan
(for non-employee directors).
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99.9
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QuinStreet, Inc. 2010 Equity Incentive Plan.
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99.10
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Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan
(for non-executive officer employees).
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99.11
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Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan
(for executive officers).
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99.12
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QuinStreet, Inc. 2010 Non-Employee Directors Stock Award Plan.
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99.13
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Form of Option Agreement and Option Grant Notice for Initial Grants under the 2010
Non-Employee Directors Stock Award Plan.
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99.14
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Form of Option Agreement and Option Grant Notice for Annual Grants under the 2010
Non-Employee Directors Stock Award Plan.
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(1)
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Filed as Exhibit 3.2 to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on
November 19, 2009, and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.4 to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on
November 19, 2009, and incorporated herein by reference.
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(3)
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Filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on
November 19, 2009, and incorporated herein by reference.
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(4)
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Filed as Exhibit 4.2 to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on
November 19, 2009, and incorporated herein by reference.
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ITEM 9. UNDERTAKINGS
1.
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The undersigned registrant hereby undertakes:
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(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 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 a 20% 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)(i) and (a)(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 Commission by the registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the 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 herein, 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.
(d)
That, for the purpose of determining liability of the registrant under the Securities Act
to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the 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:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the
offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
2.
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The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrants annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plans 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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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
Securities and Exchange 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Foster City, State of California, on
this 16
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of March, 2010.
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QuinStreet, Inc.
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By:
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/s/ Douglas Valenti
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Douglas Valenti
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Chief Executive Officer and Chairman
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POWER OF ATTORNEY
Know All Persons By These Presents
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that each person whose signature appears below
constitutes and appoints Douglas Valenti, and Kenneth Hahn, and each or any one of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to file the same, with
all 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 might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, 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.
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Signature
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Title
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Date
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Chief Executive Officer and
Chairman
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March 16, 2010
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Douglas Valenti
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(
Principal Executive Officer
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/s/ Kenneth Hahn
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Chief Financial Officer
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March 16, 2010
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(
Principal Financial and
Accounting Officer
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/s/ William Bradley
William Bradley
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Director
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March 16, 2010
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/s/ John G. McDonald
John G. McDonald
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Director
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March 16, 2010
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/s/ Gregory Sands
Gregory Sands
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Director
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March 16, 2010
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/s/ James Simons
James Simons
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Director
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March 16, 2010
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Signature
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Title
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Date
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/s/ Glenn Solomon
Glenn Solomon
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Director
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March 16, 2010
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/s/ Dana Stalder
Dana Stalder
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Director
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March 16, 2010
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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3.1
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(1)
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Amended and Restated Certificate of Incorporation of QuinStreet, Inc.
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3.2
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(2)
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Form of Amended and Restated Bylaws of QuinStreet, Inc.
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4.1
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(3)
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Form of QuinStreet, Inc.s Common Stock Certificate
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4.2
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(4)
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Second Amended and Restated Investor Rights Agreement, by and between QuinStreet,
Inc., Douglas Valenti and the investors listed on Schedule 1 thereto, dated May 28,
2003.
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4.3
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Reference is made to Exhibits 3.1 and 3.2.
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5.1
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Opinion of Cooley Godward Kronish
llp
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23.1
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Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1).
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23.2
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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24.1
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Power of Attorney (included on the signature page of this Form S-8).
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99.1
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QuinStreet, Inc. 1999 Equity Incentive Plan (governing options outstanding prior to
the amendment and restatement by the 2008 Equity Incentive Plan).
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99.2
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Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan,
prior to its amendment and restatement by the 2008 Equity Incentive Plan (for
non-executive officer employees).
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99.3
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Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan,
prior to its amendment and restatement by the 2008 Equity Incentive Plan (for
executive officers).
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99.4
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Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan,
prior to its amendment and restatement by the 2008 Equity Incentive Plan (for
non-employee directors).
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99.5
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QuinStreet, Inc. 2008 Equity Incentive Plan.
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99.6
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Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan
(for non-executive officer employees).
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99.7
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Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan
(for executive officers).
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|
|
|
|
|
|
99.8
|
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|
Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan
(for non-employee directors).
|
|
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|
|
|
|
99.9
|
|
|
QuinStreet, Inc. 2010 Equity Incentive Plan.
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|
|
|
|
|
|
99.10
|
|
|
Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan
(for non-executive officer employees).
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|
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|
Exhibit
|
|
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|
Number
|
|
|
Description
|
|
99.11
|
|
|
Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan
(for executive officers).
|
|
|
|
|
|
|
99.12
|
|
|
QuinStreet, Inc. 2010 Non-Employee Directors Stock Award Plan.
|
|
|
|
|
|
|
99.13
|
|
|
Form of Option Agreement and Option Grant Notice for Initial Grants under the 2010
Non-Employee Directors Stock Award Plan.
|
|
|
|
|
|
|
99.14
|
|
|
Form of Option Agreement and Option Grant Notice for Annual Grants under the 2010
Non-Employee Directors Stock Award Plan.
|
|
|
|
(1)
|
|
Filed as Exhibit 3.2 to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on
November 19, 2009, and incorporated herein by reference.
|
|
(2)
|
|
Filed as Exhibit 3.4 to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on
November 19, 2009, and incorporated herein by reference.
|
|
(3)
|
|
Filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on
November 19, 2009, and incorporated herein by reference.
|
|
(4)
|
|
Filed as Exhibit 4.2 to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on
November 19, 2009, and incorporated herein by reference.
|
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