Delaware
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74-2785449
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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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Title
of Securities
to
be Registered
(1)
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
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Common
Stock, $0.001 par value per share
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500,000
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$3.74
(2)
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$1,870,000
(2)
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$57.41
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(1)
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Upon
a future stock split, stock dividend or similar transaction involving
the
common stock of the Registrant and during the effectiveness of
this
Registration Statement, the number of securities registered shall
be
automatically increased to cover the additional securities in accordance
with Rule 416(a) under the Securities Act of
1933.
|
(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) and (h) of the Securities Act of 1933 based upon the
average
of the high and low prices of shares of the registrant’s common stock as
reported on the American Stock Exchange on August 24,
2007.
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Item
3.
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Incorporation
of Documents by
Reference.
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(a)
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The
Registrant’s latest annual report filed pursuant to Sections 13(a) or
15(d) of the Exchange Act, that contains audited financial statements
for
the Registrant’s latest fiscal year for which such statements have been
filed:
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·
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Our
Annual Report on Form 10-K for the year ended December 31, 2006,
filed
with the Commission on March 22,
2007.
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|
(b)
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All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act
since the end of the fiscal year covered by the document referred
in (a)
above:
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·
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2007,
filed
with the Commission on May 9, 2007;
and
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·
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Our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007,
filed
with the Commission on August 13, 2007;
and
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|
·
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Our
Current Reports on Form 8-K, filed with the SEC on January 24,
2007, May
23, 2007, June 5, 2007, and June, 7,
2007.
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(c)
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See
Description of the Common Stock contained in the Registration Statement
on
Form 8-A, filed on July 17, 2007.
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Item
4.
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Description
of Securities.
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Item
5.
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Interests
of Named Experts and
Counsel.
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Item
6.
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Indemnification
of Directors and
Officers.
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Item
7.
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Exemption
from Registration
Claimed.
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Item
8.
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Exhibits
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No.
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Description
|
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4.1
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Specimen
of Stock Certificate (previously filed as Exhibit 4.1 to Annual
Report on
Form 10-K filed April 2, 2001).
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4.2
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Amended
and Restated Certificate of Incorporation (Filed as Exhibit 3.1
to Form
8-K filed November 17, 2006).
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4.3
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Amended
and Restated Bylaws of the Company effective as of November 13,
2006
(Filed as Exhibit 3.2 to Form 8-K filed November 17,
2006).
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5.1*
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Opinion
of Jackson Walker L.L.P.
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23.1*
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Consent
of PMB Helin Donovan, LLP.
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23.2*
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Consent
of Jackson Walker L.L.P. (included in the opinion filed as Exhibit
5.1
hereto).
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24.1*
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Power
of Attorney (included on the signature page of this Registration
Statement).
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*
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filed
herewith
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Item
9.
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Undertakings.
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(a)
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The
undersigned registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the
effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered)
and any
deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
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(2)
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That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be
a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be
the initial
bona fide
offering
thereof.
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(3)
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To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
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(b)
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The
undersigned registrant hereby undertakes that, for the purposes
of
determining any liability under the Securities Act of 1933, each
filing of
the registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the
registration statement shall be deemed to be a new registration
statement
relating to the securities offered therein, and the offering of
such
securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities
Act of
1933 may be permitted to directors, officers and controlling persons
of
the registrant pursuant to the foregoing provisions, or otherwise,
the
registrant has been advised that in the opinion of the Securities
and
Exchange Commission such indemnification is against public policy
as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other
than the payment by the registrant of expenses incurred or paid
by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such
director, officer or controlling person in connection with the
securities
being registered, the registrant will, unless in the opinion of
its
counsel the matter has been settled by controlling precedent, submit
to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and
will be governed by the final adjudication of such
issue.
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GLOBALSCAPE,
INC.
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||
By:
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/s/
Charles R. Poole
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Charles
R. Poole
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||
President
and Chief Executive Officer
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Name
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Title
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Date
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||
/s/
Charles R. Poole
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Director,
President and
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August
29, 2007
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||
Charles
R. Poole
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Chief
Executive Officer
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|||
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(Principal
Executive Officer)
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|||
/s/
Bernard Schneider
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Chief
Financial Officer
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August
29, 2007
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||
Bernard
Schneider
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(Principal
Financial and
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|||
Accounting Officer)
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||||
/s/
Thomas W. Brown
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Director
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August
29, 2007
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||
Thomas
W. Brown
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||||
/s/
David L. Mann
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Director
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August
29, 2007
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||
David
L. Mann
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||||
/s/
Phillip M. Renfro
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Director
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August
29, 2007
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||
Phillip
M. Renfro
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||||
/s/
Frank M. Morgan
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Director
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August
29, 2007
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||
Frank
M. Morgan
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No.
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Description
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4.1
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Specimen
of Stock Certificate (previously filed as Exhibit 4.1 to Annual
Report on
Form 10-K filed April 2, 2001).
|
|
4.2
|
Amended
and Restated Certificate of Incorporation (Filed as Exhibit 3.1
to Form
8-K filed November 17, 2006).
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4.3
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Amended
and Restated Bylaws of the Company effective as of November 13,
2006
(Filed as Exhibit 3.2 to Form 8-K filed November 17,
2006).
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Opinion
of Jackson Walker L.L.P.
|
||
Consent
of PMB Helin Donovan, LLP.
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||
23.2*
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Consent
of Jackson Walker L.L.P. (included in the opinion filed as Exhibit
5.1
hereto).
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24.1*
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Power
of Attorney (included on the signature page of this Registration
Statement).
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Re:
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GlobalSCAPE,
Inc.’s 2006 Non-Employee Directors Long-Term Equity Incentive
Plan
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Very
truly yours,
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/s/
Jackson Walker, L.L.P
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JACKSON
WALKER, L.L.P.
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