PROS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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76-0168604
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification No.)
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3100 MAIN STREET, SUITE 900
HOUSTON, TEXAS
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77002
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(Address of Principal Executive Offices)
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(Zip Code)
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PROS HOLDINGS, INC. 2017 EQUITY INCENTIVE PLAN
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(Full title of the plan)
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ANDRES REINER
CHIEF EXECUTIVE OFFICER AND PRESIDENT
PROS HOLDINGS, INC.
3100 MAIN STREET, SUITE 900
HOUSTON, TEXAS 77002
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(Name and address of agent for service)
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(713) 335-5151
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(Telephone number, including area code, of agent for service)
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
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(Do not check if a smaller reporting company) |
Smaller reporting company
¨
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Title of securities to be registered
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Amount to be registered
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Proposed maximum
offering price per share (1) |
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Proposed maximum
aggregate offering price (1) |
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Amount of
registration fee |
Common Stock,
$0.001 par value |
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2017 Equity Incentive Plan
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2,500,000
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$26.25
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$65,625,000
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$7,605.94
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TOTAL
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2,500,000
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$26.25
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$65,625,000
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$7,605.94
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a.
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The Registrant’s latest Annual Report on Form 10-K containing audited financial statements for the fiscal year ended December 31, 2016, filed with the Commission on February 15, 2017;
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b.
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All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “
1934 Act
”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
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c.
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The Registrant’s Registration Statement No. 001-33554 on Form 8-A filed with the Commission on June 21, 2007 pursuant to Section 12(b) of the 1934 Act, which describes the terms, rights and provisions applicable to the Registrant’s outstanding Common Stock.
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for any breach of the director’s duty of loyalty to the Registrant or its stockholders;
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for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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under Section 174 of the Delaware General Corporation Law regarding unlawful dividends, stock purchases and redemptions; or
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for any transaction from which the director derived an improper personal benefit.
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the Registrant is required to indemnify its directors and officers, subject to limited exceptions in which such directors or officers are adjudged to be liable to the Registrant;
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the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and
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the rights conferred in the bylaws are not exclusive.
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Number
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Exhibit
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4.1
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Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1.1 of the Registrant’s Form S-1 Registration Statement (Registration No. 333-141884), declared effective by the Securities and Exchange Commission on June 27, 2007, as amended).
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4.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on August 21, 2013).
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4.3
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Specimen certificate for shares of common stock (incorporated by reference to Exhibit 4.1 of the Registrant’s Form S-1 Registration Statement (Registration No. 333-141884), declared effective by the Securities and Exchange Commission on June 27, 2007, as amended).
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4.4
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Registration Statement No. 001-33554 on Form 8-A filed with the Securities and Exchange Commission on June 21, 2007, incorporated herein by reference pursuant to Item 3(c).
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4.5
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2017 Equity Incentive Plan (filed as Appendix A to the Registrant’s Proxy Statement filed with the Securities and Exchange Commission on March 28, 2017).
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5.1*
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Opinion and consent of DLA Piper LLP (US).
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23.1*
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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23.2*
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Consent of DLA Piper LLP (US) is contained in Exhibit 5.1.
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24.1*
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Power of Attorney.
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PROS HOLDINGS, INC.
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By:
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/s/ Damian Olthoff
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Damian Olthoff
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General Counsel
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Number
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Exhibit
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4.1
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Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1.1 of the Registrant’s Form S-1 Registration Statement (Registration No. 333-141884), declared effective by the Securities and Exchange Commission on June 27, 2007, as amended).
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4.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on August 21, 2013).
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4.3
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Specimen certificate for shares of common stock (incorporated by reference to Exhibit 4.1 of the Registrant’s Form S-1 Registration Statement (Registration No. 333-141884), declared effective by the Securities and Exchange Commission on June 27, 2007, as amended).
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4.4
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Registration Statement No. 001-33554 on Form 8-A filed with the Securities and Exchange Commission on June 21, 2007, incorporated herein by reference pursuant to Item 3(c).
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4.5
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2017 Equity Incentive Plan (filed as Appendix A to the Registrant’s Proxy Statement filed with the Securities and Exchange Commission on March 28, 2017).
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5.1*
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Opinion and consent of DLA Piper LLP (US).
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23.1*
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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23.2*
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Consent of DLA Piper LLP (US) is contained in Exhibit 5.1.
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24.1*
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Power of Attorney.
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DLA Piper
LLP (US)
401 Congress Avenue, Suite 2500
Austin, Texas 78701
www.dlapiper.com
T 512.457.7000
F 512.457
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7001
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Signature
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Title
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/s/ Andres Reiner
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President, Chief Executive Officer and Director
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Andres Reiner
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(Principal Executive Officer)
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/s/ Stefan Schulz
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Executive Vice President and Chief Financial Officer
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Stefan Schulz
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(Principal Financial and Accounting Officer)
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/s/ William Russell
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Chairman of the Board
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William Russell
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/s/ Ellen Keszler
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Director
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Ellen Keszler
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/s/ Greg Petersen
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Director
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Greg B. Petersen
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/s/ Leslie Rechan
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Director
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Leslie Rechan
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/s/ Tim Williams
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Director
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Timothy V. Williams
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/s/ Mariette Woestemeyer
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Director
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Mariette M. Woestemeyer
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/s/ Ronald Woestemeyer
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Director
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Ronald Woestemeyer
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