Securities Registration: Employee Benefit Plan (s-8)
14 June 2017 - 8:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
PARETEUM
CORP.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of
incorporation
or organization)
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95-4557538
(I.R.S. Employer
identification No.)
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100
Park Avenue, New York City, NY 10017
(Address of principal executive offices)
(Zip Code)
PARETEUM CORP.
2017 LONG-TERM INCENTIVE COMPENSATION
PLAN
(full title of the plan)
Robert
H. Turner, Executive Chairman
Pareteum Corporation
100
Park Avenue, New York City, NY 10017
(Name and address of agent for service)
(212)
984-1096
(Telephone number, including area code,
of agent for service)
With a copy to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Ference Kesner LLP
61 Broadway, 32
nd
Floor
New York, NY 10006
Phone (212) 930-9700
Fax (212) 930-9725
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
Non-accelerated filer
o
(Do not check if a smaller reporting company) Emerging
Growth Company
o
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Accelerated filer
o
Smaller reporting company
þ
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
CALCULATION OF REGISTRATION
FEE
Title of each class of
securities
to be registered
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Amount to be Registered
(1)
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Proposed Maximum Offering Price Per Security
(3)
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common
Stock, $0.00001 par value
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3,500,000
(2)
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$0.72
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$2,520,000
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$292.07
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Total
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3,500,000
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$0.72
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$2,520,000
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$292.07
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(1)
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Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, there are also registered
hereunder such indeterminate number of additional shares as may be issued to the selling stockholders to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
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(2)
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Represents shares of common stock issuable pursuant to the Pareteum Corp. 2017 Long-Term Incentive
Compensation Plan.
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(3)
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Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c)
under the
Securities Act of 1933
, using the average of the high and low price as reported on the NYSE on June 7, 2017 of
$0.72 per share.
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PART I
Item 1. Plan Information.
The documents containing the information
specified in Item 1 will be sent or given to participants in the Pareteum Corp. 2017 Long-Term Incentive Compensation Plan (the
“Plan”) as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
Such documents are not required to be and are not filed with the Securities and Exchange Commission (the “SEC”) either
as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the
documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference
in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
Robert
H. Turner, Executive Chairman
Pareteum Corporation
100
Park Avenue, New York City, NY 10017
USA
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference
into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (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 into this Registration Statement and to be a part hereof from the date of filing
of such documents:
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•
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Annual Report on Form 10-K for the year ended December
31, 2016, as filed with the SEC on March 29, 2017;
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•
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Quarterly Report on Form 10-Q for the quarter ender
March 31, 2017, as filed with the SEC on May 15, 2017, which are hereby incorporated by reference;
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•
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Current Reports on Form 8-K or Form 8-K/A (excluding
any reports or portions thereof that are deemed to be furnished and not filed) filed on January 9, 2017, January 12, 2017, February
17, 2017, February 27, 2017, March 2, 2017, March 7, 2017, March 9, 2017, March 15, 2017, March 15, 2017, March 30, 2017, March
31, 2017 and April 6, 2017;
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•
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The description of the Registrant’s Common Stock
incorporated herein by reference from the Company’s Registration Statement on Form 8-A filed with the Commission on November
30, 2011, including any amendment or report filed for the purpose of updating such description.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with
this registration statement will be passed upon for the Registrant by Sichenzia Ross Ference Kesner LLP of New York, New York.
Sichenzia Ross Ference Kesner LLP or certain members or employees of Sichenzia Ross Ference Kesner LLP may be issued shares of
common stock under the Plan.
Item 6. Indemnification of Directors and Officers.
Our certificate of incorporation provides that all our directors,
officers, employees and agents shall be entitled to be indemnified by us to the fullest extent permitted under the Delaware General
Corporation Law, provided that they acted in good faith and that they reasoned their conduct or action was in, or not opposed to,
the best interest of our company.
Our Bylaws provide for indemnification of our officers, directors
and others who become a party to an action on our behalf by us to the fullest extent not prohibited under the Delaware General
Corporation Law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER
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EXHIBIT
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5.1
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Opinion of Sichenzia Ross Ference Kesner LLP
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10.1
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Pareteum Corp. 2017 Long-Term Incentive Compensation Plan
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23.1
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Consent of Sichenzia Ross Ference Kesner LLP is included in Exhibit 5.1
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23.2
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Consent of Independent Registered Public Accounting Firm - Squar Milner LLP
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during
any period in which offers or sales are being made of the securities registered hereby, 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 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
offered range may be reflected in the form of prospectus filed with the SEC 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; and
(iii) to include any material information
with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs (i),
(ii) and (iii) above 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 SEC by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration statement or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of this registration statement.
(2) 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.
(3) to remove from
registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination
of the offering.
(b) 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 Section 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.
(c) Insofar as indemnification for liabilities
arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions
described in the first paragraph of Item 15 above, 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.
Signatures
In accordance with 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
to a filing on Form S-8 and authorized this filing to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, New York on June 14, 2017.
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PARETEUM CORPORATION
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By:
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/s/ Robert H. Turner
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Robert H. Turner
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Executive Chairman (Principal Executive Officer)
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By:
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/s/ Ted O’Donnell
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Ted O’Donnell
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Chief Financial Officer (Principal Financial and Accounting Officer)
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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.
/s/ Robert H. Turner
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Executive Chairman
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June 14, 2017
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Robert H. Turner
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(Principal Executive Officer)
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/s/ Ted O’Donnell
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Chief Financial Officer
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June 14, 2017
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Ted O’Donnell
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(Principal Financial and Accounting Officer)
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/s/ Vic Bozzo
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Chief Financial Officer
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June 14, 2017
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Vic Bozzo
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Chief Executive Officer
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/s/ Roderick de Greef
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Director
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June 14, 2017
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Roderick de Greef
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/s/ Yves van Sante
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Director
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June 14, 2017
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Yves van Sante
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/s/ Robert Skaff
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Director
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June 14, 2017
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Robert Skaff
/s/ Luis Jimenez-Tuñon
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Director
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June 14, 2017
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Luis Jimenez-Tuñon
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