Delaware
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56-2257867
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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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Brent B. Siler, Esq.
Brian F. Leaf, Esq.
Cooley LLP
One Freedom Square, Reston Town Center
11951 Freedom Drive
Reston, VA 20190-5656
Tel: (703) 456-8000
Fax: (703) 456-8100
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Diana S. Allen, Esq.
General Counsel
ChannelAdvisor Corporation
2701 Aerial Center Parkway
Morrisville, NC 27560
Tel: (919) 582-6771
Fax: (866) 225-3085
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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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
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Common Stock, par value $0.001 per share
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1,182,194 shares
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$40.29
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$47,630,596
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$6,134.74
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated using the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on February 21, 2014.
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Exhibit Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35940), filed with the Commission on May 29, 2013)
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4.2
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Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-35940), filed with the Commission on May 29, 2013)
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4.3
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Specimen stock certificate evidencing shares of Common Stock (incorporated herein by reference to Exhibit 4.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-187865), filed with the Commission on May 9, 2013)
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4.4
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2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.14 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-187865), filed with the Commission on April 26, 2013)
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4.5
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Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.15 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-187865), filed with the Commission on April 26, 2013)
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4.6
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Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under 2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.17 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-187865), filed with the Commission on April 26, 2013)
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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23.2
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included on the signature page of this Form S-8).
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1.
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The undersigned registrant hereby undertakes:
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2.
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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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Insofar as indemnification for liabilities arising under the Securities Act 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
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CHANNELADVISOR CORPORATION
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By:
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/s/ M. Scot Wingo
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M. Scot Wingo
Chief Executive Officer
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Signature
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Title
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Date
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/s/ M. Scot Wingo
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M. Scot Wingo
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Chief Executive Officer and Director
(Principal Executive Officer)
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February 27, 2014
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/s/ John. F. Baule
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John F. Baule
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Chief Financial Officer
(Principal Financial Officer)
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February 27, 2014
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/s/ Brad R. Schomber
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Brad R. Schomber
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Chief Accounting Officer
(Principal Accounting Officer)
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February 27, 2014
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/s/ Timothy J. Buckley
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Timothy J. Buckley
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Director
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February 27, 2014
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/s/ Aris A. Buinevicius
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Aris A. Buinevicius
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Director
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February 27, 2014
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/s/ Robert C. Hower
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Robert C. Hower
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Director
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February 27, 2014
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/s/ Patrick J. Kerins
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Patrick J. Kerins
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Director
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February 27, 2014
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/s/ Louis J. Volpe
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Louis J. Volpe
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Director
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February 27, 2014
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/s/ Timothy V. Williams
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Timothy V. Williams
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Director
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February 27, 2014
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Exhibit Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35940), filed with the Commission on May 29, 2013)
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4.2
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Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-35940), filed with the Commission on May 29, 2013)
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4.3
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Specimen stock certificate evidencing shares of Common Stock (incorporated herein by reference to Exhibit 4.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-187865), filed with the Commission on May 9, 2013)
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4.4
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2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.14 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-187865), filed with the Commission on April 26, 2013)
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4.5
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Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.15 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-187865), filed with the Commission on April 26, 2013)
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4.6
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Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under 2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.17 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-187865), filed with the Commission on April 26, 2013)
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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23.2
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included on the signature page of this Form S-8).
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By:
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/s/ Brent B. Siler
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Brent B. Siler
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