Securities Registration: Employee Benefit Plan (s-8)
15 November 2018 - 9:05AM
Edgar (US Regulatory)
As Filed With the Securities and Exchange
Commission on November 14, 2018
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
ENSYNC, INC.
(Exact name of registrant as specified in
its charter)
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Wisconsin
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39-1987014
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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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N88 W13901 Main Street, Suite 200
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Menomonee Falls, Wisconsin
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53051
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(Address of principal executive offices)
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(Zip Code)
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ENSYNC, INC. 2010 OMNIBUS LONG-TERM INCENTIVE
PLAN
ENSYNC, INC. 2012 NON-EMPLOYEE DIRECTOR
EQUITY COMPENSATION PLAN
NON-PLAN INDUCEMENT NONSTATUTORY STOCK
OPTION AWARDS
NON-PLAN INDUCEMENT RESTRICTED STOCK
UNIT AWARDS
(Full title of plan)
William J. Dallapiazza
Chief Financial Officer
EnSync, Inc.
N88 W13901 Main Street, Suite 200
Menomonee Falls, Wisconsin 53051
(Name and address of agent for service)
(262) 253-9800
(Telephone number, including area code,
of agent for service)
________________
With a copy to:
Mark R. Busch
K&L Gates LLP
214 North Tryon Street, Suite 4700
Charlotte, NC 28202
(704) 331-7440
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth 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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Emerging growth company
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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 7(a)(2)(B) of the Securities Act.
¨
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be Registered (1)
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Proposed Maximum Aggregate Offering Price Per Share (3)
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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2010 Omnibus Long-Term Incentive Plan
Common Stock, par value $0.01 per share
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5,000,000
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$
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0.23
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$
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1,150,000
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$
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139.38
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2012 Non-Employee Director Equity Compensation Plan
Common Stock, par value $0.01 per share
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2,000,000
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$
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0.23
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$
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460,000
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$
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55.75
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Non-Plan Inducement Nonstatutory Stock Option Awards
Common Stock, par value $0.01 per share
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280,000
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(2)
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$
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0.23
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$
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64,400
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$
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7.81
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Non-Plan Inducement Restricted Stock Unit Awards
Common Stock, par value $0.01 per share
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180,000
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$
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0.23
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$
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41,400
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$
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5.02
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Total Registration Fee
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7,460,000
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$
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0.23
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$
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1,674,400
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$
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202.94
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________________________
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(1)
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In addition, pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional shares
of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.
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(2)
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Represents shares of the Registrant’s Common Stock issuable upon settlement of Non-Plan Inducement Nonstatutory Stock
Options.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act
of 1933, as amended, and based on the average of the high and low prices for the Common Stock on November 13, 2018 as reported
on the NYSE American.
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EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8 under the Securities
Act of 1933, as amended (the “Securities Act”), this Registration Statement is filed by EnSync, Inc., a Wisconsin corporation
(the “Company” or “Registrant”), in part, for the purpose of registering (i) 5,000,000 additional shares
of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for offer and sale under the EnSync,
Inc. 2010 Omnibus Long-Term Incentive Plan, as amended (the “2010 Omnibus Plan”), pursuant to an amendment to the 2010
Omnibus Plan approved by the Company’s stockholders on November 13, 2018 (the “Omnibus Plan Amendment”) and (ii)
2,000,000 additional shares of Common Stock for offer and sale under the EnSync, Inc. 2012 Non-Employee Director Executive Compensation
Plan, as amended (the “2012 Director Plan”), pursuant to an amendment to the 2012 Director Plan approved by the Company’s
stockholders on November 13, 2018 (the “Director Plan Amendment”).
After taking into account the shares added by the Omnibus Plan
Amendment, the aggregate number of shares of Common Stock issuable under the 2010 Omnibus Plan is 18,950,000, which includes (i)
2,000,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-222339, filed
with the Securities and Exchange Commission (the “Commission”) on December 28, 2017 (the “December 2017 Omnibus
Plan Registration Statement”) (ii) 4,000,000 shares of Common Stock previously registered under the Registration Statement
on Form S-8, File No. 333-214645, filed with the Commission on November 16, 2016 (the “November 2016 Omnibus Plan Registration
Statement”); (iii) 5,000,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File
No. 333-208310, filed with the Commission on December 2, 2015 (the “December 2015 Omnibus Plan Registration Statement”);
(iv) 1,250,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-200798,
filed with the Commission on December 8, 2014 (the “December 2014 Omnibus Plan Registration Statement”); (v) 900,000
shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-185063 filed with the Commission
on November 20, 2012 (the “November 2012 Omnibus Plan Registration Statement” ) and (vi) 800,000 shares of Common Stock
previously registered under the Registration Statement on Form S-8, File No. 333-171954, filed with the Commission on January 28,
2011 (the “January 2011 Omnibus Plan Registration Statement” and, together with the December 2017 Omnibus Plan Registration
Statement, the November 2016 Omnibus Plan Registration Statement, the December 2015 Omnibus Plan Registration Statement, the December
2014 Omnibus Plan Registration Statement and the November 2012 Omnibus Plan Registration Statement, the “Prior Omnibus Plan
Registration Statements”). Pursuant to Instruction E to Form S-8, the Company hereby incorporates the Prior Omnibus Plan
Registration Statements by reference.
After taking into account the shares added by the Director Plan
Amendment, the aggregate number of shares of Common Stock that may issuable under the 2012 Director Plan is 6,400,000, which includes
(i) 1,200,000 shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-214645, filed
with the Commission on November 16, 2016 (the “November 2016 Director Plan Registration Statement”) (ii) 1,500,000
shares of Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-208310, filed with the
Commission on December 2, 2015 (the “December 2015 Director Plan Registration Statement”); (iii) 1,000,000 shares of
Common Stock previously registered under the Registration Statement on Form S-8, File No. 333-200798, filed with the Commission
on December 8, 2014 (the “December 2014 Director Plan Registration Statement”) and (iv) 700,000 shares of Common Stock
previously registered under the Registration Statement on Form S-8, File No. 333-185065, filed with the Commission on November
20, 2012 (the “November 2012 Director Plan Registration Statement” and, together with the November 2016 Director Plan
Registration Statement, the December 2015 Director Plan Registration Statement and the December 2014 Director Plan Registration
Statement, the “Prior Director Plan Registration Statements”). Pursuant to Instruction E to Form S-8, the Company hereby
incorporates the Prior Director Plan Registration Statements by reference.
This Registration Statement is also filed by the Company, in
part, for the purpose of registering shares of Common Stock in connection with the issuance of (i) up to 120,000 shares of Common
Stock pursuant to a Nonstatutory Stock Option Agreement issued on February 9, 2018, (ii) up to 180,000 shares of Common Stock
pursuant to a Restricted Stock Unit Award Agreement issued on February 9, 2018 and (iii) up to 160,000 shares of Common Stock
pursuant to Nonstatutory Stock Option Agreements issued on April 24, 2018.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
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Item 1.
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Plan Information.
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The information required by this Item 1 is omitted from this
registration statement in accordance with Rule 428(b)(1) of the Securities Act, and the Note to Part I of Form S-8.
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Item 2.
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Registrant Information and Employee Plan Annual Information.
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The information required by this Item 2 is omitted from this
registration statement in accordance with Rule 428(b)(1) of the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents have been filed by the Company with
the Commission and are incorporated herein by reference:
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Annual Report on Form 10-K for the fiscal year ended June 30, 2018 filed on September 25, 2018;
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Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on November 13, 2018;
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Current Reports on Form 8-K filed on September 6, 2018, November 13, 2018 and November 14, 2018 (other than the portions of those documents
furnished but deemed not to have been filed); and
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·
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The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, filed
with the Commission pursuant to Section 12(g) of the Exchange Act on June 13, 2007, including any further amendment or report filed
hereafter for the purpose of updating such description.
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All reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after
the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and
to be part hereof from the date of filing of such reports and documents. The Company is not incorporating by reference any documents
or portions thereof that are not considered to be “filed” with the Commission.
Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed
to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers.
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Sections 180.0850 to 180.0859 of the Wisconsin Business Corporation
Law (“WBCL”) require a corporation to indemnify any director or officer who is a party to any threatened, pending or
completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal,
which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other
person. A corporation’s obligation to indemnify any such person includes the obligation to pay any judgment, settlement,
penalty, assessment, forfeiture or fine, including any excise tax assessed with respect to an employee benefit plan, and all reasonable
expenses including fees, costs, charges, disbursements, attorney’s and other expenses except in those cases in which liability
was incurred as a result of the breach or failure to perform a duty which the director or officer owes to the corporation and the
breach or failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection
with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the
person has reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (iii)
a transaction from which the person derived an improper personal profit; or (iv) willful misconduct.
Unless otherwise provided in a corporation’s articles
of incorporation or by-laws or by written agreement, an officer or director seeking indemnification is entitled to indemnification
if approved in any of the following manners: (i) by majority vote of a disinterested quorum of the board of directors, or if such
quorum of disinterested directors cannot be obtained, by a majority vote of a committee of two or more disinterested directors;
(ii) by independent legal counsel; (iii) by a panel of three arbitrators; (iv) by affirmative vote of shareholders; (v) by a court;
or (vi) with respect to any additional right to indemnification granted, by any other method permitted in Section 180.0858 of the
WBCL.
Reasonable expenses incurred by a director or officer who is
a party to a proceeding may be reimbursed by a corporation at such time as the director or officer furnishes to the corporation
written affirmation of his good faith belief that he has not breached or failed to perform his duties and a written undertaking
to repay any amounts advanced if it is determined that indemnification by the corporation is not required.
The indemnification provisions of Sections 180.0850 to 180.0859
of the WBCL are not exclusive. A corporation may expand an officer’s or director’s right to indemnification (i) in
its articles of incorporation or by-laws; (ii) by written agreement between the director or officer and the corporation; (iii)
by resolution of its board of directors; or (iv) by resolution that is adopted, after notice, of a majority of all of the corporation’s
voting shares then issued and outstanding.
As permitted by Section 180.0858 of the WBCL, the Company has
adopted indemnification provisions in its amended and restated by-laws (the “By-Laws”), which closely track the statutory
indemnification provisions with certain exceptions. In particular, Article V of the Company’s By-Laws provides (i) that an
individual shall be indemnified unless it is proven by a final judicial adjudication that indemnification is prohibited, and (ii)
payment or reimbursement of expenses, subject to certain limitations, will be mandatory rather than permissive.
As permitted by Section 180.0857 of the WBCL, the Company has
also purchased director’s and officer’s liability insurance that insures the Company’s directors and officers
against certain liabilities.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
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Exhibit
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Number
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Description
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4.1
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Articles of Incorporation of EnSync, Inc., as amended (previously filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K field on September 28, 2015, which is incorporated herein by reference)
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4.2
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Articles of Amendment to Articles of Incorporation of EnSync, Inc. (previously filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on February 16, 2016, which is incorporated herein by reference)
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4.3
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Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Stock (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 27, 2013, which is incorporated herein by reference)
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4.4
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Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 14, 2015, which is incorporated herein by reference)
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4.5
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Amended and Restated By-laws of EnSync, Inc. (as of November 4, 2009) (previously filed as Exhibit 3.4 to the Company’s Annual Report on Form 10-K filed on September 28, 2015, which is incorporated herein by reference)
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4.6
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EnSync, Inc. 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix A to the Proxy Statement for the Company’s 2010 Annual Meeting of Shareholders filed on September 24, 2010, which is incorporated herein by reference)
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4.7
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Amendment No. 1 to EnSync, Inc. 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix A to the Proxy Statement for the Company’s 2012 Annual Meeting of Shareholders filed on September 25, 2012, which is incorporated herein by reference)
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4.8
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Amendment No. 2 to EnSync, Inc. 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix A to the Proxy Statement for the Company’s 2014 Annual Meeting of Shareholders filed on October 9, 2014, which is incorporated herein by reference)
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4.9
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Amendment No. 3 to EnSync, Inc. 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix
B
to the Proxy Statement for the Company’s 2015 Annual Meeting of Shareholders filed on October 7, 2015, which is incorporated herein by reference)
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4.10
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Amendment No. 4 to EnSync, Inc. 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix
A
to the Proxy Statement for the Company’s 2016 Annual Meeting of Shareholders filed on October 11, 2016, which is incorporated herein by reference)
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4.11
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Amendment No. 5 to EnSync, Inc. 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix A to the Proxy Statement for the Company’s 2017 Annual Meeting of Shareholders filed on October 5, 2017, which is incorporated herein by reference)
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4.12
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Amendment No. 6 to EnSync, Inc. 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix A to the Proxy Statement for the Company’s 2018 Annual Meeting of Shareholders filed on October 10, 2018, which is incorporated herein by reference)
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4.13
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2010 Omnibus Long-Term Incentive Plan Form Stock Option Award Agreement (previously filed as Exhibit 4.2 to the Registration Statement on Form S-8 filed on January 31, 2011, which is incorporated herein by reference)
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4.14
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2010 Omnibus Long-Term Incentive Plan Form Restricted Stock Unit Award Agreement (previously filed as Exhibit 4.2 to the Registration Statement on Form S-8 filed on January 31, 2011, which is incorporated herein by reference)
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4.15
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EnSync, Inc. 2012 Non-Employee Director Equity Compensation Plan (previously filed as Appendix B to the Proxy Statement for the Company’s 2012 Annual Meeting of Stockholders filed on September 25, 2012, which is incorporated herein by reference)
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4.16
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Amendment No. 1 to EnSync, Inc. 2012 Non-Employee Director Equity Compensation Plan (previously filed as Appendix B to the Proxy Statement for the Company’s 2014 Annual Meeting of Stockholders filed on October 9, 2014, which is incorporated herein by reference)
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4.17
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Amendment No. 2 to EnSync, Inc. 2012 Non-Employee Director Equity Compensation Plan (previously filed as Appendix C to the Proxy Statement for the Company’s 2015 Annual Meeting of Stockholders filed on October 7, 2015, which is incorporated herein by reference)
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4.18
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Amendment No. 3 to EnSync, Inc. 2012 Non-Employee Director Equity Compensation Plan (previously filed as Appendix B to the Proxy Statement for the Company’s 2016 Annual Meeting of Stockholders filed on October 11, 2016, which is incorporated herein by reference)
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4.19
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Amendment No. 4 to EnSync, Inc. 2012 Non-Employee Director Equity Compensation Plan (previously filed as Appendix B to the Proxy Statement for the Company’s 2018 Annual Meeting of Stockholders filed on October 10, 2018, which is incorporated herein by reference)
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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 the 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 a 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
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
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(iii)
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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;
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provided
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however
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that paragraphs (a)(1)(i) and (a)(1)(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 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
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(2)
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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.
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(3)
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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, 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 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 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.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Company 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 Menomonee Falls, State of Wisconsin, on November 14, 2018.
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ENSYNC, INC.
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By
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/s/ Bradley L. Hansen
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Bradley L. Hansen
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Bradley L. Hansen and William J. Dallapiazza his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all parties, 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, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the premises, 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, each acting alone, 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 below by the following persons in the capacities and
on the date indicated.
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Position
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Date
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/s/ Bradley
L. Hansen
Bradley L. Hansen
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President and Chief Executive Officer (Principal Executive Officer) and Director
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November 14, 2018
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/s/ William J. Dallapiazza
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Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
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November 14, 2018
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William J. Dallapiazza
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/s/ Paul
F. Koeppe
Paul F. Koeppe
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Chairman and Director
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November 14, 2018
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/s/ James H. Ozanne
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Director
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November 14, 2018
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James H. Ozanne
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/s/ Theodore Stern
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Director
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November 14, 2018
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Theodore Stern
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