As filed with the Securities and Exchange Commission on May 20, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROSLOGOA14.JPG
PROS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
76-0168604
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
3100 MAIN STREET, SUITE 900
HOUSTON, TEXAS
77002
(Address of Principal Executive Offices)
(Zip Code)
 
 
PROS HOLDINGS, INC. 2017 EQUITY INCENTIVE PLAN
(Full title of the plan)
 
 
ANDRES REINER
CHIEF EXECUTIVE OFFICER AND PRESIDENT
PROS HOLDINGS, INC.
3100 MAIN STREET, SUITE 900
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 335-5151
(Telephone number, including area code, of agent for service)
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 x

Accelerated filer ¨
Non-accelerated filer ¨   
(Do not check if a smaller reporting company)
Smaller reporting company ¨




CALCULATION OF REGISTRATION FEE
Title of securities to be registered
 
Amount to be registered
 
Proposed maximum
offering price
per share (1)
 
Proposed maximum
aggregate offering
price (1)
 
Amount of
registration fee
Common Stock,
$0.001 par value
 
 
 
 
 
 
 
 
2017 Equity Incentive Plan
 
2,050,000
 
$51.51
 
$105,595,500
 
$12,798.17
TOTAL
 
2,050,000
 
$51.51
 
$105,595,500
 
$12,798.17
(1)    Calculated solely for purposes of this offering under Rule 457(c) and (h) of the Securities Act on the basis of the average of the high and low selling price per share of Registrant’s Common Stock as reported by the New York Stock Exchange on May 13, 2019.





EXPLANATORY NOTE

This Registration Statement is filed by PROS Holdings (“ Registrant ”) to register additional securities issuable pursuant to the 2017 Stock Option and Incentive Plan, as amended and restated (the “ Plan ”), and consists of only those items required by General Instruction E to Form S-8. This Registration Statement on Form S-8 registers 2,050,000 additional shares of common stock, par value $0.001 per share (the “ Common Stock ”), of the Registrant reserved for issuance under the Plan, which shares are in addition to 2,500,000 shares of Common Stock previously registered pursuant to Registration Statement on Form S-8 filed with the Commission on July 7, 2017. The contents of the Registration Statement on Form S-8 filed with the Commission on July 7, 2017 are hereby incorporated by reference pursuant to General Instruction E to Form S-8. The additional 2,050,000 shares being registered pursuant to this Registration Statement were approved at the Annual Meeting of Stockholders of the Registrant held on May 7, 2019. After giving effect to this Registration Statement, an aggregate of 4,550,000 shares of Common Stock have been registered for issuance pursuant to the Plan.

PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in this Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) and the Introductory Note to Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

PART II
Information Required in the Registration Statement
Item 8.    Exhibits
Number
 
Exhibit
4.1
 
4.2
 
4.3
 

4.4
 
4.5
 
5.1*
 
23.1*
 
23.2*
 
24.1*
 
* Filed herewith




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 Houston, State of Texas on this 20th day of May, 2019.

 
PROS HOLDINGS, INC.
By:
/s/ Damian W. Olthoff
 
Damian W. Olthoff
 
General Counsel







EXHIBIT INDEX

Number
 
 
4.1
 
4.2
 
4.3
 
4.4
 

4.5
 
5.1*
 
23.1*
 
23.2*
 
24.1*
 

* Filed herewith






Exhibit 5.1
DLALOGO.GIF
 
DLA Piper LLP (US)
401 Congress Avenue, Suite 2500
Austin, Texas 78701
www.dlapiper.com

T 512.457.7000
F 512.457 . 7001

May 20, 2019

PROS Holdings, Inc.
3100 Main Street, Suite 900
Houston, Texas 77002
Ladies and Gentlemen:
As legal counsel for PROS Holdings, Inc., a Delaware corporation (the "Company" ), we are rendering this opinion in connection with the registration on Form S-8 (the "Registration Statement" ) under the Securities Act of 1933, as amended, of up to 2,050,000 shares (the "Shares" ) of Common Stock, $0.001 par value, of the Company which may be issued pursuant to the awards granted under the Company's 2017 Equity Incentive Plan (the "Plan").
We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We are admitted to practice only in the State of Texas and we express no opinion concerning any law other than the law of the State of Texas, the Delaware General Corporation Law and the federal law of the United States. As to matters of the Delaware General Corporation Law, we have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of Texas.
Based on such examination, we are of the opinion that the Shares, which may be issued under the Plan, are duly authorized shares of the Company's Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in such Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.
This opinion letter is given to you solely for use in connection with the issuance of the Shares in accordance with the Registration Statement and is not to be relied on for any other purpose. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Registration Statement.
Very truly yours,
/s/ DLA Piper LLP (US)

DLA Piper LLP (US)




Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of PROS Holdings, Inc. of our report dated February 15, 2019 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in PROS Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018.
/s/ PricewaterhouseCoopers LLP
San Jose, California
May 20, 2019




Exhibit 24.1



POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of PROS Holdings, Inc., a Delaware corporation, do hereby constitute and appoint Andres Reiner, Stefan Schulz, and Damian Olthoff and each of them, the lawful attorneys-in-fact and agents with full power of substitution, each with power to act alone, and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on this 20 th day of May 2019.
 
 
 
Signature
 
Title
 
 
 
/s/ Andres Reiner
 
President, Chief Executive Officer and Director
Andres Reiner
 
(Principal Executive Officer)
 
 
 
/s/ Stefan Schulz
 
Executive Vice President and Chief Financial Officer
Stefan Schulz
 
(Principal Financial and Accounting Officer)
 
 
 
/s/ William Russell
 
Non-Executive Chairman of the Board
William Russell
 
 
 
 
 
/s/ Penelope Herscher
 
Director
Penelope Herscher
 
 
 
 
 
/s/ Greg Petersen
 
Director
Greg Petersen
 
 
 
 
 
/s/ Leslie Rechan
 
Director
Leslie Rechan
 
 
 
 
 
/s/ Timothy Williams
 
Director
Timothy Williams
 
 
 
 
 
/s/ Mariette Woestemeyer
 
Director
Mariette Woestemeyer
 
 
 
 
 
/s/ Ronald Woestemeyer
 
Director
Ronald Woestemeyer