Securities Registration: Employee Benefit Plan (s-8)
August 20 2013 - 4:15PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 20, 2013
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
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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950 Tower Lane, 6th Floor
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
950 Tower Lane, 6th Floor
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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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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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
Offering Price Per
Share (2)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration Fee (3)
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2010 Equity Incentive Plan
Common Stock, par value $0.001 per share
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2,144,344 shares
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$8.90
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$19,084,661.60
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$2,603.15
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2010 Non-Employee Directors Stock Award Plan
Common Stock, par value $0.001 per
share
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423,162 shares
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$8.90
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$3,766,141.80
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$513.70
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Total
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2,567,506 shares
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$8.90
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$22,850,803.40
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$3,116.85
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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, in each
case in accordance with the terms of the applicable 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 August 15, 2013 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 is 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), and registered additional shares of its common stock for issuance under such plans under Registration Statements
on Form S-8 filed with the Securities and Exchange Commission on July 27, 2010 (File No. 333-168332), on August 8, 2011 (File No. 333-176272) and on August 23, 2012 (File No. 333-183517). Pursuant to General Instruction
E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
2
PART II
Item 8. Exhibits
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Exhibit
Number
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Description
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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(1)
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QuinStreet, Inc. 2010 Equity Incentive Plan
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99.2(2)
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Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan (for nonexecutive officer employees)
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99.3(3)
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Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan (for executive officers)
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99.4(4)
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Forms of Senior Management Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan (for executive officers)
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99.5(5)
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Forms of Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan (for non-executive officer employees)
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99.6(6)
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QuinStreet, Inc. 2010 Non-Employee Directors Stock Award Plan
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99.7(7)
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Forms of Option Agreement and Option Grant Notice for Initial Grants under the 2010 Non-Employee Directors Stock Award Plan
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99.8(8)
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Forms of Option Agreement and Option Grant Notice for Annual Grants under the 2010 Non-Employee Directors Stock Award Plan
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99.9(9)
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Form of Restricted Stock Unit (RSU) Agreement under the 2010 Non-Employee Directors Stock Award Plan
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(1)
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Incorporated by reference to Exhibit 99.9 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(2)
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Incorporated by reference to Exhibit 99.10 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(3)
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Incorporated by reference to Exhibit 99.11 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(4)
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Incorporated by reference to Exhibit 10.8 to the Registrants Annual Report on Form 10-K for the fiscal year ended June 30, 2012 filed on August 23,
2012.
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(5)
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Incorporated by reference to Exhibit 10.9 to the Registrants Annual Report on Form 10-K for the fiscal year ended June 30, 2012 filed on August 23,
2012.
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(6)
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Incorporated by reference to Exhibit 99.12 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(7)
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Incorporated by reference to Exhibit 99.13 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(8)
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Incorporated by reference to Exhibit 99.14 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(9)
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Incorporated by reference to Exhibit 10.10 to the Registrants Annual Report on Form 10-K for the fiscal year ended June 30, 2013 filed on August 20,
2013.
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3
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 20
th
day of August, 2013.
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QuinStreet, Inc.
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By:
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/s/ Douglas Valenti
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Name: Douglas Valenti
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Title:
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 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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/s/ Douglas Valenti
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Chief Executive Officer
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August 20, 2013
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Douglas Valenti
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(Principal Executive Officer) and Chairman
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/s/ Kenneth Hahn
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Chief Financial Officer and
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August 20, 2013
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Kenneth Hahn
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Chief Operating Officer
(Principal Financial Officer)
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/s/ Gregory Wong
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Chief Accounting Officer and
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August 20, 2013
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Gregory Wong
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Vice President, Finance
(Principal Accounting Officer)
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/s/ William Bradley
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Director
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August 20, 2013
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William Bradley
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/s/ John G. McDonald
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Director
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August 20, 2013
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John G. McDonald
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/s/ Gregory Sands
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Director
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August 20, 2013
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Gregory Sands
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/s/ James Simons
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Director
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August 20, 2013
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James Simons
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/s/ Dana Stalder
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Director
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August 20, 2013
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Dana Stalder
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/s/ Robin Josephs
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Director
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August 20, 2013
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Robin Josephs
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5
Exhibit Index
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Exhibit
Number
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Description
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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(1)
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QuinStreet, Inc. 2010 Equity Incentive Plan
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99.2(2)
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Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan (for nonexecutive officer employees)
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99.3(3)
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Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan (for executive officers)
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99.4(4)
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Forms of Senior Management Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan (for executive officers)
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99.5(5)
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Forms of Restricted Stock Unit (RSU) Grant Notice and Agreement under 2010 Equity Incentive Plan (for non-executive officer employees)
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99.6(6)
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QuinStreet, Inc. 2010 Non-Employee Directors Stock Award Plan
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99.7(7)
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Forms of Option Agreement and Option Grant Notice for Initial Grants under the 2010 Non-Employee Directors Stock Award Plan
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99.8(8)
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Forms of Option Agreement and Option Grant Notice for Annual Grants under the 2010 Non-Employee Directors Stock Award Plan
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99.9(9)
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Form of Restricted Stock Unit (RSU) Agreement under the 2010 Non-Employee Directors Stock Award Plan
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(1)
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Incorporated by reference to Exhibit 99.9 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(2)
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Incorporated by reference to Exhibit 99.10 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(3)
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Incorporated by reference to Exhibit 99.11 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(4)
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Incorporated by reference to Exhibit 10.8 to the Registrants Annual Report on Form 10-K for the fiscal year ended June 30, 2012 filed on August 23,
2012.
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(5)
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Incorporated by reference to Exhibit 10.9 to the Registrants Annual Report on Form 10-K for the fiscal year ended June 30, 2012 filed on August 23,
2012.
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(6)
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Incorporated by reference to Exhibit 99.12 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(7)
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Incorporated by reference to Exhibit 99.13 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(8)
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Incorporated by reference to Exhibit 99.14 to the Registrants Registration Statement on Form S-8 (SEC File No. 165534) filed on March 17, 2010.
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(9)
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Incorporated by reference to Exhibit 10.10 to the Registrants Annual Report on Form 10-K for the fiscal year ended June 30, 2013 filed on August 20,
2013.
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6
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