As filed with the United States Securities and Exchange Commission on June 2, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
RIBBON COMMUNICATIONS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 82-1669692 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4 Technology Park Drive
Westford, Massachusetts 01886
(978) 614-8100
(Address of principal executive offices) (Zip Code)
RIBBON COMMUNICATIONS INC. AMENDED AND RESTATED 2019 INCENTIVE AWARD PLAN
(Full title of the plan)
Justin Ferguson
Executive Vice President, General Counsel and Corporate Secretary
4 Technology Park Drive
Westford, Massachusetts 01886
(978) 614-8100
(Name and address for agent for services) (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 filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller reporting company ¨ | 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 Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common stock, $0.0001 par value per share | 7,500,000 (2) | $4.01 (3) | $30,075,000.00 (3) | $3,903.74 |
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”) of Ribbon Communications Inc. (the “Company”) issuable under the Ribbon Communications Inc. Amended & Restated 2019 Incentive Award Plan (the “A&R 2019 Plan”), which become issuable by reason of any future stock dividend, stock split, recapitalization or other similar transaction or to cover such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments, effected without the receipt of consideration by the Company, which results in an increase in the number of the outstanding shares of Common Stock.
(2) Consists of an additional 7,500,000 shares of Common Stock reserved for issuance under the A&R 2019 Plan.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on May 26, 2020.
EXPLANATORY NOTE
On April 27, 2020 the Company’s Board of Directors adopted, subject to stockholder approval at the annual meeting of stockholders of the Company on June 2, 2020, the A&R 2019 Plan. Among other things, the A&R 2019 Plan provides that the number of shares of Common Stock that may be granted under the Ribbon Communications Inc. 2019 Incentive Award Plan shall be increased by 7,500,000 so that the new aggregate share limit for the A&R 2019 Plan will be 15,551,611 shares of Common Stock (plus any shares of Common Stock subject to awards under certain prior plans that were previously authorized for issuance, which totaled 3,853,656 shares of Common Stock as of July 26, 2019, which have, or may in the future, become available for issuance as a result of such awards expiring or terminating or being cancelled or forfeited for any other reason pursuant to the terms of such prior plans).
This Registration Statement on Form S-8 relates to the additional 7,500,000 shares of Common Stock authorized for issuance under the A&R 2019 Plan.
STATEMENT OF INCORPORATION BY REFERENCE
In accordance with Instruction E to Form S-8, this Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registration Statement onForm S-8 filed by the Company with the Securities and Exchange Commission on August 1, 2019 (File No. 333-232946).
Item 8. Exhibits.
*Filed herewith.
Pursuant to 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 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 Westford, Commonwealth of Massachusetts, on this 2nd day of June, 2020.
RIBBON COMMUNICATIONS INC. | ||
By: | /s/ Daryl E. Raiford | |
Daryl E. Raiford | ||
Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Bruce McClelland, Daryl E. Raiford and Justin Ferguson, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, proxy, and agent 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
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.
Signature | Title | Date | ||
/s/ Bruce McClelland | President, Chief Executive Officer and Director (principal executive officer) | June 2, 2020 | ||
Bruce McClelland | ||||
/s/ Daryl E. Raiford | Executive Vice President and Chief Financial Officer (principal financial officer) | June 2, 2020 | ||
Daryl E. Raiford | ||||
/s/ Eric S. Marmurek | Senior Vice President and Chief Accounting Officer (principal accounting officer) | June 2, 2020 | ||
Eric S. Marmurek | ||||
/s/ R. Stewart Ewing, Jr. | Director | June 2, 2020 | ||
R. Stewart Ewing, Jr. | ||||
/s/ Bruns H. Grayson | Director | June 2, 2020 | ||
Bruns H. Grayson | ||||
/s/ Beatriz V. Infante | Director | June 2, 2020 | ||
Beatriz V. Infante | ||||
/s/ Richard J. Lynch | Director | June 2, 2020 | ||
Richard J. Lynch | ||||
/s/ Kent J. Mathy | Director | June 2, 2020 | ||
Kent J. Mathy | ||||
/s/ Krish A. Prabhu | Director | June 2, 2020 | ||
Krish A. Prabhu | ||||
/s/ Scott E. Schubert | Director | June 2, 2020 | ||
Scott E. Schubert | ||||
/s/ Richard W. Smith | Director | June 2, 2020 | ||
Richard W. Smith |