- Securities Registration: Employee Benefit Plan (S-8)
27 July 2010 - 7:59PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on July 26, 2010
Registration No. 333-
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
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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1051 East Hillsdale Blvd., Suite 800
Foster City, CA 94404
(650) 578-7700
(Address of Principal Executive Offices)
2010 Equity Incentive Plan
2010 Non-Employee Directors Stock Award Plan
(Full Titles of the Plan(s))
Douglas Valenti
Chief Executive Officer and Chairman
1051 East Hillsdale Blvd., Suite 800
Foster City, CA 94404
(Name and Address of Agent for Service)
(650) 578-7700
(Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
Alan F. Denenberg, Esq.
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
(650) 752-2000
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
þ
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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
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Proposed
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Maximum
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Maximum
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Aggregate
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Amount of
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Amount to Be
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Offering Price Per
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Offering Price
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Registration Fee
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Title of Securities to be Registered
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Registered (1)
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Share (2)
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(2)
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(3)
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2010 Equity Incentive Plan
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Common Stock, par value $0.001 per share
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2,253,484 shares
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$12.64
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$28,484,037.76
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$2,030.92
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2010 Non-Employee Directors Stock Award Plan
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Common Stock, par value $0.001 per share
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200,000 shares
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$12.64
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$2,528,000.00
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$180.25
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Total
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2,453,484 shares
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$12.64
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$31,012,037.76
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$2,211.17
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(1)
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This Registration Statement covers shares being added to the QuinStreet, Inc. 2010 Equity
Incentive Plan and 2010 Non-Employee Directors Stock Award Plan. This Registration Statement
shall also cover any additional shares of common stock which become issuable under the
QuinStreet, Inc. 2010 Equity Incentive Plan and 2010 Non-Employee Directors Stock Award Plan
by reason of any stock dividend, stock split, recapitalization or other similar transaction
effected without Registrants receipt of consideration which results in an increase in the
number of the outstanding shares of Registrants common stock.
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(2)
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Calculated under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low selling prices per share of the Registrants common stock on July
23, 2010 as reported by the NASDAQ Global Market.
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(3)
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Rounded up to the nearest penny.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
This Registration Statement is being filed for the purpose of increasing the number of
securities of the same class as other securities for which a Registration Statement of the
Registrant on Form S-8 relating to the same employee benefit plans are effective. The Registrant
previously registered shares of its common stock for issuance under the 2010 Equity Incentive Plan
and the 2010 Non-Employee Directors Stock Award Plan under a Registration Statement on Form S-8
filed with the Securities and Exchange Commission on March 17, 2010 (File No. 333-165534). Pursuant
to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference
the contents of the Registration Statement referenced above.
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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 the
26
th
day of July, 2010.
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QuinStreet, Inc.
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By:
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/s/ Douglas Valenti
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Name:
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Douglas Valenti
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Title:
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Chief Executive Officer and Chairman
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears below constitutes
and appoints Douglas Valenti and Kenneth Hahn, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in any
and all capacities, to sign any and all 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, hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, 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, as amended, this Registration
Statement has been signed by the following persons and 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
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(Principal Executive Officer)
and Chairman
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July 26, 2010
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Chief Financial Officer
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(Principal Financial Officer and
Principal Accounting Officer)
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July 26, 2010
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/s/ William Bradley
William Bradley
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Director
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July 14, 2010
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/s/ John G. McDonald
John G. McDonald
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Director
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July 26, 2010
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/s/ Gregory Sands
Gregory Sands
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Director
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July 17, 2010
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/s/ James Simons
James Simons
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Director
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July 26, 2010
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/s/ Glenn Solomon
Glenn Solomon
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Director
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July 13, 2010
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/s/ Dana Stalder
Dana Stalder
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Director
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July 13, 2010
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4
EXHIBIT INDEX
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Exhibit
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Number
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5.1
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Opinion of Davis Polk & Wardwell LLP
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23.1
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
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23.2
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included in the signature pages hereof)
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99.1
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QuinStreet, Inc. 2010 Equity
Incentive Plan (incorporated by reference to Exhibit 99.9 to the
Registrants Registration Statement on Form S-8 filed on
March 17, 2010)
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99.2
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QuinStreet, Inc. 2010 Non-Employee
Directors Stock Award Plan (incorporated by reference to
Exhibit 99.12 to the Registrants Registration Statement on
Form S-8 filed on March 17, 2010)
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