As filed with the Securities and Exchange Commission on March 13, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MATTERSIGHT CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 36-4304577 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
|
200 S. Wacker Drive Suite 820 Chicago, Illinois |
60606 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Mattersight Corporation 1999 Stock Incentive Plan
(Full Title of the Plan)
Kelly D. Conway
President and Chief Executive Officer
Mattersight Corporation
200 S. Wacker Drive
Suite 820
Chicago, Illinois 60606
(Name and Address of Agent for Service)
(877) 235-6925
(Telephone Number, Including Area Code, of Agent for Service)
Copies To:
|
Christine R. Carsen, Esq. Vice President, General Counsel and Corporate Secretary Mattersight Corporation 200 S. Wacker Drive Suite 820 Chicago, Illinois 60606 (877) 235-6925 |
Steven J. Gavin, Esq. Arlene K. Lim, Esq. Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 (312) 558-5600 |
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 (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company | x | |||
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
Amount
to be registered (1)(2) |
Proposed
maximum
|
Proposed maximum aggregate offering price |
Amount of
registration fee |
||||
|
Common Stock, $0.01 par value per share |
3,153,257 shares | $7.50(3) | $23,649,428(3) | $3,047 | ||||
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| (1) | Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminable number of additional shares of Common Stock and associated preferred stock purchase rights as may become issuable under the Mattersight Corporation 1999 Stock Incentive Plan, as amended, due to adjustments for changes resulting from stock dividends, stock splits, and similar changes. |
| (2) | Includes the preferred stock purchase rights that are initially attached to and trade with the shares of common stock registered hereby. The value attributable to such rights, if any, is reflected in the market price of the common stock. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) and (c) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices reported for shares of Common Stock of the Registrant on The Nasdaq Global Market on March 10, 2014. |
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 is being filed in order to register an additional 3,153,257 shares of the common stock of Mattersight Corporation, a Delaware corporation (the “Registrant”), par value $0.01 per share, which are securities of the same class and relate to the same employee benefit plan, the Mattersight Corporation 1999 Stock Incentive Plan, as amended (the “Plan”), as those shares registered by the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2000 (File No. 333-30374), November 6, 2002 (File No. 333-101031), May 6, 2008 (File No. 333-150671), and February 11, 2011 (File No. 333-172187), which are hereby incorporated by reference.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the Commission are incorporated by reference in this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Commission on March 13, 2014;
(b) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 8, 2014 and March 4, 2014; and
(c) The description of the Registrant’s common stock, par value $0.01 per share, contained in its Registration Statement on Form 8-A filed with the Commission on January 20, 2000 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any subsequent amendment or any report filed for the purpose of updating such description;
other than the portions of such documents, which by statute, by designation in such document or otherwise (including but not limited to information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including any exhibits included with such information), are not deemed filed with the Commission, which are not regarded to be incorporated herein by reference.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which 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. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission, including any exhibits included with such information, will be incorporated by reference into, or otherwise included in, this Registration Statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein 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.
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| Item 8. | Exhibits. |
The following documents are filed as exhibits to this Registration Statement:
|
Exhibit
|
Description |
|
| 3.1 | Certificate of Incorporation of Mattersight Corporation, as amended (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-94293)) | |
| 3.2 | Certificate of Amendment to Mattersight Corporation’s Certificate of Incorporation effective December 19, 2001 (filed as Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2001). | |
| 3.3 | Certificate of Amendment to Mattersight Corporation’s Certificate of Incorporation effective December 19, 2001 (filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2001). | |
| 3.4 | Certificate of Amendment to Mattersight Corporation’s Certificate of Incorporation effective May 31, 2011 (filed on May 31, 2011 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K). | |
| 3.5 | By-Laws of Mattersight Corporation (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-94293)). | |
| 4.1 | Mattersight Corporation 1999 Stock Incentive Plan, as amended (incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement filed with the Commission on April 4, 2013). | |
| 4.2 | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on August 8, 2006). | |
| 4.3 | Current Form of Common Stock Certificate (adopted as of December 3, 2013) (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013). | |
| 5.1 | Opinion of Winston & Strawn LLP as to the legality of the securities being registered | |
| 23.1 | Consent of Grant Thornton LLP | |
| 23.2 | Consent of Winston & Strawn (included as part of Exhibit 5.1) | |
| 24.1 | Power of Attorney from Tench Coxe, Director. | |
| 24.2 | Power of Attorney from Philip R. Dur, Director. | |
| 24.3 | Power of Attorney from Henry J. Feinberg, Director. | |
| 24.4 | Power of Attorney from John T. Kohler, Director. | |
| 24.5 | Power of Attorney from David B. Mullen, Director. | |
| 24.6 | Power of Attorney from Michael J. Murray, Director. | |
| 24.7 | Power of Attorney from John C. Staley, Director. | |
4
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 Chicago, State of Illinois, on March 13, 2014.
| MATTERSIGHT CORPORATION | ||
| By: |
/s/ Kelly D. Conway |
|
| Kelly D. Conway | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of March 13, 2014.
|
Signature |
Title |
|
|
/s/ K ELLY D. C ONWAY Kelly D. Conway |
Director, President and Chief Executive Officer
(Principal Executive Officer) |
|
|
/s/ M ARK I SERLOTH Mark Iserloth |
Vice President and Chief Financial Officer (Principal Financial Officer) |
|
|
/s/ G LENN P OLSON Glenn Polson |
Vice President of Financial Reporting (Principal Accounting Officer) |
|
|
* Tench Coxe |
Chairman of the Board and Director | |
|
* Philip R. Dur |
Director | |
|
* Henry J. Feinberg |
Director | |
|
* John T. Kohler |
Director | |
|
* David B. Mullen |
Director | |
|
* Michael J. Murray |
Director | |
|
* John C. Staley |
Director | |
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INDEX TO EXHIBITS
|
Exhibit No. |
Description |
|
| 3.1 | Certificate of Incorporation of Mattersight Corporation, as amended (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-94293)) | |
| 3.2 | Certificate of Amendment to Mattersight Corporation’s Certificate of Incorporation effective December 19, 2001 (filed as Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2001). | |
| 3.3 | Certificate of Amendment to Mattersight Corporation’s Certificate of Incorporation effective December 19, 2001 (filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2001). | |
| 3.4 | Certificate of Amendment to Mattersight Corporation’s Certificate of Incorporation effective May 31, 2011 (filed on May 31, 2011 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K). | |
| 3.5 | By-Laws of Mattersight Corporation (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-94293)). | |
| 4.1 | Mattersight Corporation 1999 Stock Incentive Plan, as amended (incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement filed with the Commission on April 4, 2013). | |
| 4.2 | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on August 8, 2006). | |
| 4.3 | Current Form of Common Stock Certificate (adopted as of December 3, 2013) (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013). | |
| 5.1 | Opinion of Winston & Strawn LLP as to the legality of the securities being registered | |
| 23.1 | Consent of Grant Thornton LLP | |
| 23.2 | Consent of Winston & Strawn (included as part of Exhibit 5.1) | |
| 24.1 | Power of Attorney from Tench Coxe, Director. | |
| 24.2 | Power of Attorney from Philip R. Dur, Director. | |
| 24.3 | Power of Attorney from Henry J. Feinberg, Director. | |
| 24.4 | Power of Attorney from John T. Kohler, Director. | |
| 24.5 | Power of Attorney from David B. Mullen, Director. | |
| 24.6 | Power of Attorney from Michael J. Murray, Director. | |
| 24.7 | Power of Attorney from John C. Staley, Director. | |
6
Exhibit 5.1
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
March 13, 2014
Mattersight Corporation
200 S. Wacker Drive
Suite 820
Chicago, Illinois 60606
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as special counsel for Mattersight Corporation, a Delaware corporation (the “ Company ”), in connection with the registration on Form S-8 (the “ Registration Statement ”) of the offer and sale of up to 3,153,257 shares (the “ Shares ”) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), to be issued pursuant to plan awards (the “ Plan Awards ”) under the Mattersight Corporation 1999 Stock Incentive Plan, as amended (the “ Plan ”).
This opinion letter is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “ Act ”).
In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, as filed with the Securities and Exchange Commission (the “ Commission ”) under the Act; (ii) the Certificate of Incorporation of the Company, as currently in effect; (iii) the By-Laws of the Company, as currently in effect; (iv) the Plan; and (v) resolutions of the Board of Directors of the Company relating to, among other things, the reservation for issuance of the Shares, the filing of the Registration Statement and the approval of the Plan. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that the Company’s Board of Directors, or a duly authorized committee thereof, will have approved each Plan Award prior to the issuance thereof. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the requisite corporate action on the part of the Company and, when issued, paid for and delivered pursuant to the terms and in the manner set forth in the Plan, and assuming that the Shares remain duly reserved for issuance within the limits of the Common Stock then remaining authorized but unissued, will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware, including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing. We express no opinion herein as to any other laws, statutes, regulations or ordinances. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes that may hereafter occur.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Act or the rules and regulations of the Commission.
| Very truly yours, |
| /s/ Winston & Strawn LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 13, 2014, with respect to the consolidated financial statements and schedule included in the Annual Report on Form 10-K for the year ended December 31, 2013 of Mattersight Corporation and Subsidiaries, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.
/s/ GRANT THORNTON LLP
Chicago, Illinois
March 13, 2014
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly D. Conway, Christine R. Carsen and Mark Iserloth, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, to:
(a) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a Registration Statement on Form S-8 for the purpose of registering for resale the shares authorized and to be authorized for issuance under the Mattersight Corporation 1999 Stock Incentive Plan for fiscal years 2014, 2015, and 2016, and any and all amendments (including post-effective amendments) thereto deemed necessary, appropriate, or desirable (collectively, the “S-8 Forms”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(b) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a post-effective amendment to the Registration Statement on Form S-8 originally filed by the Company on July 26, 2000 and the Registration Statement on Form S-8 originally filed by the Company on August 28, 2001, each for the purpose of registering for resale the shares authorized for issuance under the eLoyalty Corporation 2000 Stock Incentive Plan, which expired on September 23, 2011 (collectively, the “S-8 Amendments”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(c) do and perform any and all acts for and on behalf of the undersigned that may be necessary, appropriate, or desirable to complete and execute any such S-8 Forms and the S-8 Amendments and timely file any such S-8 Forms and S-8 Amendments with the U.S. Securities and Exchange Commission and any stock exchange or market or similar authority; and
(d) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be required, appropriate, or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
IN WITNESS WHEREOF, the undersigned has signed this Power of Attorney as of this 11 th day of March 2014.
|
/s/ T ENCH C OXE |
| Signature |
|
Tench Coxe |
| Printed Name |
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly D. Conway, Christine R. Carsen and Mark Iserloth, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, to:
(a) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a Registration Statement on Form S-8 for the purpose of registering for resale the shares authorized and to be authorized for issuance under the Mattersight Corporation 1999 Stock Incentive Plan for fiscal years 2014, 2015, and 2016, and any and all amendments (including post-effective amendments) thereto deemed necessary, appropriate, or desirable (collectively, the “S-8 Forms”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(b) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a post-effective amendment to the Registration Statement on Form S-8 originally filed by the Company on July 26, 2000 and the Registration Statement on Form S-8 originally filed by the Company on August 28, 2001, each for the purpose of registering for resale the shares authorized for issuance under the eLoyalty Corporation 2000 Stock Incentive Plan, which expired on September 23, 2011 (collectively, the “S-8 Amendments”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(c) do and perform any and all acts for and on behalf of the undersigned that may be necessary, appropriate, or desirable to complete and execute any such S-8 Forms and the S-8 Amendments and timely file any such S-8 Forms and S-8 Amendments with the U.S. Securities and Exchange Commission and any stock exchange or market or similar authority; and
(d) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be required, appropriate, or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
IN WITNESS WHEREOF, the undersigned has signed this Power of Attorney as of this 12 th day of March 2014.
|
/s/ P HILIP R. D UR |
|
Signature
|
|
Philip R. Dur |
| Printed Name |
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly D. Conway, Christine R. Carsen and Mark Iserloth, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, to:
(a) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a Registration Statement on Form S-8 for the purpose of registering for resale the shares authorized and to be authorized for issuance under the Mattersight Corporation 1999 Stock Incentive Plan for fiscal years 2014, 2015, and 2016, and any and all amendments (including post-effective amendments) thereto deemed necessary, appropriate, or desirable (collectively, the “S-8 Forms”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(b) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a post-effective amendment to the Registration Statement on Form S-8 originally filed by the Company on July 26, 2000 and the Registration Statement on Form S-8 originally filed by the Company on August 28, 2001, each for the purpose of registering for resale the shares authorized for issuance under the eLoyalty Corporation 2000 Stock Incentive Plan, which expired on September 23, 2011 (collectively, the “S-8 Amendments”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(c) do and perform any and all acts for and on behalf of the undersigned that may be necessary, appropriate, or desirable to complete and execute any such S-8 Forms and the S-8 Amendments and timely file any such S-8 Forms and S-8 Amendments with the U.S. Securities and Exchange Commission and any stock exchange or market or similar authority; and
(d) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be required, appropriate, or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
IN WITNESS WHEREOF, the undersigned has signed this Power of Attorney as of this 11 th day of March 2014.
|
/s/ H ENRY J. F EINBERG |
|
Signature
|
|
Henry J. Feinberg |
| Printed Name |
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly D. Conway, Christine R. Carsen and Mark Iserloth, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, to:
(a) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a Registration Statement on Form S-8 for the purpose of registering for resale the shares authorized and to be authorized for issuance under the Mattersight Corporation 1999 Stock Incentive Plan for fiscal years 2014, 2015, and 2016, and any and all amendments (including post-effective amendments) thereto deemed necessary, appropriate, or desirable (collectively, the “S-8 Forms”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(b) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a post-effective amendment to the Registration Statement on Form S-8 originally filed by the Company on July 26, 2000 and the Registration Statement on Form S-8 originally filed by the Company on August 28, 2001, each for the purpose of registering for resale the shares authorized for issuance under the eLoyalty Corporation 2000 Stock Incentive Plan, which expired on September 23, 2011 (collectively, the “S-8 Amendments”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(c) do and perform any and all acts for and on behalf of the undersigned that may be necessary, appropriate, or desirable to complete and execute any such S-8 Forms and the S-8 Amendments and timely file any such S-8 Forms and S-8 Amendments with the U.S. Securities and Exchange Commission and any stock exchange or market or similar authority; and
(d) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be required, appropriate, or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
IN WITNESS WHEREOF, the undersigned has signed this Power of Attorney as of this 11 th day of March 2014.
|
/s/ J OHN T. K OHLER |
| Signature |
|
John T. Kohler |
| Printed Name |
Exhibit 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly D. Conway, Christine R. Carsen and Mark Iserloth, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, to:
(a) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a Registration Statement on Form S-8 for the purpose of registering for resale the shares authorized and to be authorized for issuance under the Mattersight Corporation 1999 Stock Incentive Plan for fiscal years 2014, 2015, and 2016, and any and all amendments (including post-effective amendments) thereto deemed necessary, appropriate, or desirable (collectively, the “S-8 Forms”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(b) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a post-effective amendment to the Registration Statement on Form S-8 originally filed by the Company on July 26, 2000 and the Registration Statement on Form S-8 originally filed by the Company on August 28, 2001, each for the purpose of registering for resale the shares authorized for issuance under the eLoyalty Corporation 2000 Stock Incentive Plan, which expired on September 23, 2011 (collectively, the “S-8 Amendments”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(c) do and perform any and all acts for and on behalf of the undersigned that may be necessary, appropriate, or desirable to complete and execute any such S-8 Forms and the S-8 Amendments and timely file any such S-8 Forms and S-8 Amendments with the U.S. Securities and Exchange Commission and any stock exchange or market or similar authority; and
(d) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be required, appropriate, or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
IN WITNESS WHEREOF, the undersigned has signed this Power of Attorney as of this 11 th day of March 2014.
|
/s/ D AVID B. M ULLEN |
| Signature |
|
David B. Mullen |
| Printed Name |
Exhibit 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly D. Conway, Christine R. Carsen and Mark Iserloth, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, to:
(a) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a Registration Statement on Form S-8 for the purpose of registering for resale the shares authorized and to be authorized for issuance under the Mattersight Corporation 1999 Stock Incentive Plan for fiscal years 2014, 2015, and 2016, and any and all amendments (including post-effective amendments) thereto deemed necessary, appropriate, or desirable (collectively, the “S-8 Forms”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(b) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a post-effective amendment to the Registration Statement on Form S-8 originally filed by the Company on July 26, 2000 and the Registration Statement on Form S-8 originally filed by the Company on August 28, 2001, each for the purpose of registering for resale the shares authorized for issuance under the eLoyalty Corporation 2000 Stock Incentive Plan, which expired on September 23, 2011 (collectively, the “S-8 Amendments”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(c) do and perform any and all acts for and on behalf of the undersigned that may be necessary, appropriate, or desirable to complete and execute any such S-8 Forms and the S-8 Amendments and timely file any such S-8 Forms and S-8 Amendments with the U.S. Securities and Exchange Commission and any stock exchange or market or similar authority; and
(d) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be required, appropriate, or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
IN WITNESS WHEREOF, the undersigned has signed this Power of Attorney as of this 11 th day of March 2014.
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/s/ M ICHAEL J. M URRAY |
| Signature |
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Michael J. Murray |
| Printed Name |
Exhibit 24.7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Mattersight Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints each of Kelly D. Conway, Christine R. Carsen and Mark Iserloth, signing singly, as the undersigned’s true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, to:
(a) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a Registration Statement on Form S-8 for the purpose of registering for resale the shares authorized and to be authorized for issuance under the Mattersight Corporation 1999 Stock Incentive Plan for fiscal years 2014, 2015, and 2016, and any and all amendments (including post-effective amendments) thereto deemed necessary, appropriate, or desirable (collectively, the “S-8 Forms”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(b) execute for, in the name of, and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, a post-effective amendment to the Registration Statement on Form S-8 originally filed by the Company on July 26, 2000 and the Registration Statement on Form S-8 originally filed by the Company on August 28, 2001, each for the purpose of registering for resale the shares authorized for issuance under the eLoyalty Corporation 2000 Stock Incentive Plan, which expired on September 23, 2011 (collectively, the “S-8 Amendments”), pursuant to the Securities Exchange Act of 1934 and the rules thereunder;
(c) do and perform any and all acts for and on behalf of the undersigned that may be necessary, appropriate, or desirable to complete and execute any such S-8 Forms and the S-8 Amendments and timely file any such S-8 Forms and S-8 Amendments with the U.S. Securities and Exchange Commission and any stock exchange or market or similar authority; and
(d) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be required, appropriate, or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
IN WITNESS WHEREOF, the undersigned has signed this Power of Attorney as of this 11 th day of March 2014.
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/s/ J OHN C. S TALEY |
| Signature |
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John C. Staley |
| Printed Name |