As filed with the Securities and Exchange Commission on June 30, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SharpSpring, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware | 05-0502529 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
550 SW 2nd Avenue, Gainesville, FL | 32601 | |
(Address of principal executive offices) | (Zip Code) |
2010 Employee Stock Plan |
(Full title of the plan) |
Edward S. Lawton Chief Financial Officer 550 SW 2nd Avenue Gainesville, FL 32601 Telephone:888-428-9605 | Copy to: David M. Bovi, Esq. David M. Bovi, PA 2855 PGA Blvd., Suite 150 Palm Beach Gardens, FL 33410 Telephone: (561) 655-0665 | |
(Telephone number, including area code, of agent for service) |
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 fi ler,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) [ ] | Smaller reporting company [X] |
Emerging growth company [ ] |
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
Title of Securities To Be Registered | Amount To Be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||||||||||
Common Stock, par value $0.001 per share | 300,000 | $ | 4.54 | $ | 1,362,000 | $ | 158 |
(1) | Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) and 457(h) of the Act on the basis of theaverage of the high and lowprices of SharpSpring, Inc.’s Common Stock reported on the Nasdaq Capital Market on June 28, 2017. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by SharpSpring, Inc. (the “Company”) pursuant to General Instruction E to the Form S-8 Registration Statement under the Securities Act of 1933, as amended, to register an additional 300,000 shares of common stock, par value $0.001 per share (the “Common Stock”) which may be offered pursuant to the Company’s 2010 Employee Stock Plan, as amended (the “2010 Plan”). Previously, the Company:
● | registered 1,212,396 shares of Common Stock issuable under the 2010 Plan pursuant to the Company’s Registration Statement on Form S-8 (Registration No. 333-197652) filed with the Securities and Exchange Commission (the “Original Registration Statement”) on July 25, 2014; and | |
● | registered 300,00 shares of Common Stock issuable under the 2010 Plan pursuant to the Company’s Registration Statement on Form S-8 (Registration No. 333-212466) filed with the Securities and Exchange Commission (the “2016 Registration Statement”) on July 11, 2016. |
As a result of the Company filing this Registration Statement on Form S-8, the Company now has registered 1,660,387 shares of Common Stock issuable under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information contained in the Original Registration Statement and the 2016 Registration Statement is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Other than as set forth herein, the information contained in the Original Registration Statement and the 2016 Registration Statement is incorporated herein by reference.
Item 8. Exhibits.
Number | Description | |
4.1 | SharpSpring, Inc. 2010 Employee Stock Plan, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on December 2, 2010, as amended by (i) Exhibit 4.2 to Form 8-K filed on November 12, 2014; (ii) Appendix A to the Company’s Definitive Schedule 14A as filed with the Commission on April 15, 2016, and (iii) Appendix A to the Company’s Definitive Schedule 14A as filed with the Commission on May 1, 2017). | |
5.1 | Opinion of Counsel* | |
23.1 | Consent of David M. Bovi, P.A. (included in Exhibit 5.1) | |
23.2 | Consent of Cherry Bekaert LLP, independent registered public accounting firm* |
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Gainesville, State of Florida, on June 30, 2017.
SharpSpring, Inc. | ||
By: | /s/ Richard A. Carlson | |
Richard A. Carlson | ||
Chief Executive Officer, | ||
Principal Executive Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Richard A. Carlson | Chief Executive Officer, Principal Executive Officer, Director | June 30, 2017 | ||
Richard A. Carlson | ||||
/s/ Edward S. Lawton | Chief Financial Officer, Principal Financial Officer | June 30, 2017 | ||
Edward S. Lawton | ||||
/s/ Semyon Dukach | Chair of the Board of Directors | June 30, 2017 | ||
Semyon Dukach | ||||
/s/ John L. Troost | Director | June 30, 2017 | ||
John L. Troost | ||||
/s/ David A. Buckel | Director | June 30, 2017 | ||
David A. Buckel | ||||
/s/ Steven A. Huey | Director | June 30, 2017 | ||
Steven A. Huey |
EXHIBIT INDEX
Number | Description | |
4.1 | SharpSpring, Inc. 2010 Employee Stock Plan, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on December 2, 2010, as amended by (i) Exhibit 4.2 to Form 8-K filed on November 12, 2014; (ii) Appendix A to the Company’s Definitive Schedule 14A as filed with the Commission on April 15, 2016, and (iii) Appendix A to the Company’s Definitive Schedule 14A as filed with the Commission on May 1, 2017). | |
5.1 | Opinion of Counsel* | |
23.1 | Consent of David M. Bovi, P.A. (included in Exhibit 5.1) | |
23.2 | Consent of Cherry Bekaert LLP, independent registered public accounting firm* |
*Filed herewith