Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MONOTYPE IMAGING HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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20-3289482
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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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600 Unicorn Park Drive
Woburn, MA 01801
(Address
of Principal Executive Offices) (Zip Code)
2010
Inducement Stock Plan
(Full Title of the Plan)
Scott E. Landers
President and Chief Executive Officer
Monotype Imaging Holdings Inc.
600 Unicorn Park Drive
Woburn, MA 01801
(781)
970-6000
(Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $.001 per share
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1,000,000
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$19.52
(2)
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$19,520,000.00
(2)
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$1,965.67
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(1)
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This Registration Statement relates to 1,000,000 shares of Common Stock, par value $0.001 per share, of Monotype Imaging Holdings Inc. (“Common Stock”) that may be issued under the Monotype Imaging Holdings
Inc. 2010 Inducement Stock Plan (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which
become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common
stock.
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(2)
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This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act, solely for the purposes of determining the amount of the registration fee. The registration fee is based upon the average of the high
and low sale prices for a share of Common Stock on July 27, 2016, as reported on the NASDAQ Global Select Market.
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This Registration Statement registers additional securities of the same class as other securities
for which the registration statement filed on Form S-8 (SEC File No. 333-171036) of the Registrant is effective. The information contained in the Registrant’s registration statement on Form S-8 (SEC File
No. 333-171036) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
See the Exhibit Index on the page immediately preceding the exhibits for a
list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Woburn, Commonwealth of Massachusetts, on July 29, 2016.
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MONOTYPE IMAGING HOLDINGS INC.
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/s/ Scott E. Landers
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Scott E. Landers
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Monotype Imaging Holdings Inc. (the “
Company
”), hereby severally constitute and
appoint Scott E. Landers and Joseph D. Hill, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to
this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply
with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on July 29, 2016:
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Signature
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Title
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Date
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/s/ SCOTT E. LANDERS
Scott E. Landers
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President, Chief Executive Officer and
Director (Duly Authorized Officer and
Principal Executive Officer)
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July 29, 2016
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/s/ JOSEPH D. HILL
Joseph D. Hill
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Executive Vice President, Chief
Financial Officer, Treasurer and
Assistant Secretary (Principal
Accounting Officer)
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July 29, 2016
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/s/ ROBERT L. LENTZ
Robert L. Lentz
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Chairman of the Board of Directors
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July 29, 2016
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/s/ GAY W. GADDIS
Gay W. Gaddis
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Director
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July 29, 2016
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/s/ ROGER J. HEINEN, JR.
Roger J. Heinen, Jr.
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Director
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July 29, 2016
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/s/ PAMELA F. LENEHAN
Pamela F. Lenehan
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Director
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July 29, 2016
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/s/ PETER J. SIMONE
Peter J. Simone
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Director
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July 29, 2016
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/s/ TIMOTHY B. YEATON
Timothy B. Yeaton
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Director
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July 29, 2016
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/s/ DOUGLAS J. SHAW
Douglas J. Shaw
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Director
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July 29, 2016
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INDEX TO EXHIBITS
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Exhibit
No.
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Description of Exhibit
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5.1*
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Opinion of Goodwin Procter LLP.
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10.1*
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Form of Restricted Stock Unit Agreement under the 2010 Inducement Plan
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23.1*
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Consent of Goodwin Procter LLP (included in Exhibit 5.1).
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23.2*
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Consent of Ernst & Young LLP.
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24.1*
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Power of Attorney (included as part of the signature page of this Registration Statement).
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99.1
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Monotype Imaging Holdings Inc. 2010 Inducement Stock Plan (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed December 8, 2010, File No. 333-171036).
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99.2*
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First Amendment to Monotype Imaging Holdings Inc. 2010 Inducement Stock Plan.
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Exhibit 5.1
July 29, 2016
Monotype
Imaging Holdings Inc.
600 Unicorn Park Drive
Woburn, MA
01801
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Re:
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Securities Being Registered under Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”)
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 1,000,000 shares (the “Shares”) of Common Stock, $0.001 par value per share, of Monotype Imaging
Holdings Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2010 Inducement Stock Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have
relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the
Delaware General Corporation Law).
For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized
but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.
Based on the foregoing,
we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
Monotype Imaging Holdings Inc.
July 29, 2016
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ G
OODWIN
P
ROCTER
LLP
GOODWIN PROCTER LLP
Exhibit 10.1
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE MONOTYPE IMAGING HOLDINGS INC.
2010 INDUCEMENT STOCK PLAN
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Name of Grantee:
Address of Grantee:
No. of Restricted Stock Units:
Grant Date:
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Name
Address
# of Restricted Stock Units
Grant Date
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Pursuant to the Monotype Imaging Holdings Inc. 2010 Inducement Stock Plan (the “Plan”) as amended
through the date hereof, Monotype Imaging Holdings Inc. (the “Company”) hereby grants a Restricted Stock Unit Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of
Restricted Stock Units listed above, subject to the restrictions and conditions set forth herein and in the Plan. This Award is intended to be an award of stock described in Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc.
and is being made to the Grantee as an inducement material to the Grantee’s entering into employment with the Company. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of
the Company. The Company acknowledges the receipt from the Grantee of consideration equal to the par value of the Shares underlying the Award in the form of cash, past or future services rendered to the Company by the Grantee or such other form of
consideration as is acceptable to the Company.
1.
Making of Award; Issuance of Shares of Stock
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(a) This award is deemed to be made on the date the key terms of the grant are communicated to the Grantee either (i) by email,
(ii) in writing, or (iii) through posting in the Grantee’s online E*TRADE brokerage account with respect to Company equity awards.
(b) Within 30 days following each Vesting Date (as defined below), the Company shall issue to the Grantee the number of shares of Stock equal
to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 3 below. Such shares shall be issued by the Company’s transfer agent in book entry form, and the Grantee’s name shall be entered as the stockholder of
record on the books of the Company and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.
2.
Restrictions and Conditions
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(a) This Award may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee and any shares of Stock
issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 3 of this Agreement and (ii) shares of
Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.
(b) If the Grantee’s employment
with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to satisfaction of vesting conditions set forth in Paragraph 3 below, any Restricted Stock Units that have not vested as of such
date shall automatically and without notice terminate and be forfeited and returned to the Company.
3.
Vesting of Restricted Stock Units
. The restrictions and conditions in Paragraph 2
of this Agreement shall lapse
[on the date(s) specified in the following schedule] [on satisfaction of the conditions set forth below]
so long as the Grantee remains an employee of the Company or a Subsidiary
[on such date(s)] [upon
satisfaction of such conditions]
. If a series of vesting
[dates] [conditions]
is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of Restricted Stock Units specified as vested
[on such date] [upon the satisfaction of such conditions]
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[vesting schedule/performance conditions]
4.
Incorporation of Plan
. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the
terms and conditions of the Plan, including the powers of the Committee set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
5.
Transferability
. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by
operation of law or otherwise, other than by will or the laws of descent and distribution.
6.
Tax Withholding
. The Grantee shall,
not later than the date as of which the receipt of this Award becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any United States federal, state, and local
taxes or foreign taxes of any kind required by law to be withheld on account of such taxable event. The Grantee may elect to have the required minimum tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold
from shares of Stock to be issued.
7.
Data Privacy Consent
. In order to administer the Plan and this Agreement and to
implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to
Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may
have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the
Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
8.
No Obligation to Continue Employment
. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this
Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.
9.
Notices
. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or
delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
MONOTYPE IMAGING HOLDINGS INC.
By:
Name:
Title: