ROSETTA STONE INC (Form: S-8, Received: 03/30/2012 15:37:53)

As filed with the Securities and Exchange Commission on March 30, 2012

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ROSETTA STONE INC.

(Exact name of registrant as specified in its charter)

Delaware		043837082
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

1919 North Lynn St., 7th Fl, Arlington, Virginia		22209
(Address of Principal Executive Offices)		(Zip Code)

2009 Omnibus Incentive Plan

(Full title of the plan)

Michael C. Wu

General Counsel

1919 North Lynn Street

7th Floor

Arlington, Virginia 22209

Telephone: 800-788-0822

Copies to:

Brian P. Fenske.

Fulbright & Jaworski L.L.P.

Fulbright Tower

1301 McKinney, Suite 5100

Houston, Texas 77010

Telephone: (713) 651-5557

Facsimile: (713) 651-5246

(Name, address, and 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, 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.

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
(Do not check if a smaller reporting company)

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, $0.00005 par value per share
To be issued under the 2009 Omnibus Incentive Plan	1,000,000	$	10.155	$	10,155,000	$	1,164

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an additional indeterminable number of shares as may be necessary to adjust the number of shares being offered or issued pursuant to the plans as a result of stock splits, stock dividends or similar transactions.

(2) Estimated in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average high and low prices of the Common Stock on March 23, 2012, as reported on the NYSE.

EXPLANATORY NOTE

Rosetta Stone Inc., a Delaware corporation (the “Company” or the “Registrant”), previously registered 2,437,744 shares of its Common Stock, $0.00005 par value per share (“Common Stock”), available for grant of awards under the Company’s 2009 Omnibus Incentive Plan (the “2009 Plan”). The registration of such shares of Common Stock was filed on a Form S-8 Registration Statement with the Securities and Exchange Commission (“SEC”) on April 28, 2009 (File Number 333-158828), in accordance with the Securities Act (the “Prior Registration Statement”).

The Company’s Board of Directors adopted, and on May 26, 2011 the stockholders of the Company approved, an amendment to the 2009 Plan to provide that, among other things, an additional 1,000,000 shares of Common Stock be available under the 2009 Plan.

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the content of the Prior Registration Statement is incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents and information previously filed with the Commission:

(i) Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2011 as filed with the Commission on March 14, 2012;

(ii) Registrant’s Current Reports on Form 8-K filed with the Commission on January 11, 2012, February 23, 2012 and February 29, 2012; provided, however, that information furnished pursuant to Item 2.02 or Item 7.01 of any Form 8-K, including any exhibits included with such information, shall not be deemed incorporated by reference;

(iii) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and

(iv) The description of our Common Stock contained in our Registration Statement on Form 8-A (File No. 001-34283) filed with the Commission on April 13, 2009, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating such description.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement 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 subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. Exhibits.

For a list of exhibits, see the Exhibit Index in this Registration Statement, which information is incorporated herein by reference.

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 Arlington, State of Virginia, on March 30, 2012.

	ROSETTA STONE INC.

	By:	/s/ Stephen M. Swad
		Stephen M. Swad
		President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Rosetta Stone Inc., hereby severally constitute and appoint Stephen M. Swad and Michael C. Wu, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, 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, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full 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 or any of them, or their 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 in the capacities and on the dates indicated.

Name	Title	Date

/s/ Stephen M. Swad	President and Chief Executive Officer (Principal	March 30, 2012
Stephen M. Swad	Executive, Financial and Accounting Officer)

/s/ Tom P. H. Adams	Chairman of the Board	March 30, 2012
Tom P. H. Adams

/s/ Phillip A. Clough	Director	March 30, 2012
Phillip A. Clough

/s/ John T. Coleman	Director	March 30, 2012
John T. Coleman

/s/ Laurence Franklin	Director	March 30, 2012
Laurence Franklin

/s/ Patrick W. Gross	Director	March 30, 2012
Patrick W. Gross

/s/ Marguerite W. Kondracke	Director	March 30, 2012
Marguerite W. Kondracke

/s/ Theodore J. Leonsis	Director	March 30, 2012
Theodore J. Leonsis

/s/ John E. Lindahl	Director	March 30, 2012
John E. Lindahl

/s/ Laura L. Witt	Director	March 30, 2012
Laura L. Witt

EXHIBIT INDEX

Exhibit No.		Exhibit Description

4.1*		Specimen certificate evidencing shares of common stock
5.1		Opinion of Fulbright & Jaworski L.L.P. regarding legality of securities being registered
23.1		Consent of Deloitte & Touche LLP, independent registered public accounting firm
23.2		Consent of Counsel (contained in Exhibit 5.1)
24.1		Power of Attorney (included as part of signature page to this Registration Statement)
99.1*		2009 Omnibus Incentive Plan and forms of agreements thereunder
99.2		First Amendment to the Rosetta Stone Inc. 2009 Omnibus Incentive Plan

* Incorporated by reference to exhibits filed with the Registrant’s Registration Statement on Form S-1, as amended (Registration No. 333-153632), as declared effective on April 15, 2009

Exhibit 5.1

Fulbright Tower · 1301 McKinney, Suite 5100 · Houston, Texas 77010-3095

Telephone: 713 651 5151 · Facsimile: 713 651 5246

March 30, 2012

Rosetta Stone Inc.
1919 North Lynn Street
7 th Floor
Arlington, Virginia 22209

Ladies and Gentlemen:

We have acted as counsel to Rosetta Stone Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 1,000,000 shares of the Company’s common stock, par value $0.00005 per share (the “Shares”), that are reserved for issuance under the Company’s 2009 Omnibus Incentive Plan (the “Plan”) as described in the Company’s Registration Statement on Form S-8 (as may subsequently be amended, the “Registration Statement”).

In connection with the foregoing, we have examined the Plan and originals or copies of such corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents.

Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be validly issued, fully paid and nonassessable.

The opinions expressed herein are limited exclusively to applicable federal laws of the United States of America and applicable provisions of, respectively, the Delaware Constitution, the Delaware General Corporation Law and reported judicial interpretations of such law, in each case as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm wherever it appears in the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the

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MINNEAPOLIS · MUNICH · NEW YORK · RIYADH · SAN ANTONIO · ST. LOUIS · WASHINGTON DC

www.fulbright.com

Registration Statement under the provisions of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

	Very truly yours,


	/s/ FULBRIGHT & JAWORSKI L.L.P.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 13, 2012, relating to the consolidated financial statements of Rosetta Stone Inc. and subsidiaries (the Company), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Rosetta Stone Inc. for the year ended December 31, 2011.

/s/ Deloitte & Touche LLP

McLean, VA

March 28, 2012

Exhibit 99.2

FIRST AMENDMENT TO THE

ROSETTA STONE INC.

2009 OMNIBUS INCENTIVE PLAN

This First Amendment (this “ Amendment ”) to the Rosetta Stone Inc. 2009 Omnibus Incentive Plan (the “ Plan ”) is made by Rosetta Stone Inc. (the “ Company ”). This Amendment is effective as of May 26, 2011 (the “ Amendment Effective Date ”), provided the Company’s shareholders approve the adoption of this Amendment within one year after the Amendment Effective Date. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Plan.

WHEREAS , Section 16.1 of the Plan provides that the Board may amend the Plan at any time, subject to certain exceptions; and

WHEREAS , the Board has determined that it is in the best interests of the Company to increase the maximum total number of shares of Stock that may issued by 1,000,000 shares from 2,437,744 shares to 3,437,744 shares; and

WHEREAS , the Board now desires to amend the Plan as provided below;

NOW, THEREFORE BE IT RESOLVED, pursuant to Section 16.1 of the Plan, the Board amends the Plan as follows:

1. Amendment.

Section 4.1 (a) is deleted in its entirety and the following substituted therefor:

“(a) The aggregate number of shares of Stock with respect to which Awards may be granted under the Plan is equal to 3,437,744 (the “ Authorized Shares ”).”

2. Effect of Amendment.

On and after the effectiveness of this Amendment, each reference in the Plan to “this Plan”, “hereunder”, “hereof” or words of like import referring to the Plan, shall mean and be a reference to the Plan, as amended by this Amendment. Except as amended hereby, the Plan continues and shall remain in full force and effect in all respects.