Delaware | 77-0512121 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed | ||||||||||||||
Proposed | Maximum | |||||||||||||
Maximum | Aggregate | Amount of | ||||||||||||
Amount to Be | Offering Price Per | Offering Price | Registration Fee | |||||||||||
Title of Securities to be Registered | Registered (1) | Share (2) | (2) | (3) | ||||||||||
2010 Equity Incentive Plan
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Common Stock, par value $0.001 per share
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2,253,484 shares | $12.64 | $28,484,037.76 | $2,030.92 | ||||||||||
2010 Non-Employee Directors Stock Award Plan
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Common Stock, par value $0.001 per share
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200,000 shares | $12.64 | $2,528,000.00 | $180.25 | ||||||||||
Total
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2,453,484 shares | $12.64 | $31,012,037.76 | $2,211.17 | ||||||||||
(1) | This Registration Statement covers shares being added to the QuinStreet, Inc. 2010 Equity Incentive Plan and 2010 Non-Employee Directors Stock Award 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. | |
(2) | 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 July 23, 2010 as reported by the NASDAQ Global Market. | |
(3) | Rounded up to the nearest penny. |
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QuinStreet, Inc.
By:
/s/ Douglas Valenti
Name:
Douglas Valenti
Title:
Chief Executive Officer and Chairman
4
Signature
Title
Date
Chief Executive Officer
(Principal Executive Officer)
and Chairman
July 26, 2010
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
July 26, 2010
/s/ William Bradley
Director
July 14, 2010
/s/ John G. McDonald
Director
July 26, 2010
/s/ Gregory Sands
Director
July 17, 2010
/s/ James Simons
Director
July 26, 2010
/s/ Glenn Solomon
Director
July 13, 2010
/s/ Dana Stalder
Director
July 13, 2010
Exhibit
Number
Opinion of Davis Polk & Wardwell LLP
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
Power of Attorney (included in the signature pages hereof)
QuinStreet, Inc. 2010 Equity
Incentive Plan (incorporated by reference to Exhibit 99.9 to the
Registrants Registration Statement on Form S-8 filed on
March 17, 2010)
QuinStreet, Inc. 2010 Non-Employee
Directors Stock Award Plan (incorporated by reference to
Exhibit 99.12 to the Registrants Registration Statement on
Form S-8 filed on March 17, 2010)
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New York | Madrid | ||
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Menlo Park | Tokyo | ||
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Washington DC | Beijing | ||
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London | Hong Kong | ||
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Paris |
Davis Polk & Wardwell
llp
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650 752 2000 tel | |
1600 El Camino Real
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650 752 3600 fax | |
Menlo Park, CA 94025
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