As
filed with the Securities and Exchange Commission on July 11, 2016
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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SharpSpring,
Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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05-0502529
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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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304
West University Avenue, Gainesville, FL
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32601
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(Address of principal
executive offices)
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(Zip Code)
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2010
Employee Stock Plan
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(Full title of the
plan)
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Edward
S. Lawton
Chief
Financial Officer
304
West University Avenue
Gainesville,
FL 32601
Telephone:
877-705-9362
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Copy
to:
David
M. Bovi, Esq.
David
M. Bovi, PA
2855
PGA Blvd., Suite 150
Palm
Beach Gardens, FL 33410
Telephone:
(561) 655-0665
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(Name,
address and telephone number of agent for service)
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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.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller reporting
company [X]
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(Do not check if
a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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 $0.001 per share
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300,000
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$
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5.18
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$
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1,554,000
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$
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156.49
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(1)
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Pursuant
to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of
common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends
or similar transactions.
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(2)
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Estimated
solely for the purposes of calculating the registration fee in accordance with Rule 457(c) and 457(h) of the Act on the basis
of the average of the high and low prices of SharpSpring, Inc.’s Common Stock reported on the Nasdaq Capital Market
on July 8, 2016.
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EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed by SharpSpring, Inc. f/k/a SMTP, Inc. (the “
Company
”) pursuant
to General Instruction E to the Form S-8 Registration Statement under the Securities Act of 1933, as amended, to register an additional
300,000 shares of common stock, par value $0.001 per share (the “
Common Stock
”) which may be offered pursuant
to the Company’s 2010 Employee Stock Plan, as amended (the “
2010
Plan
”). Previously, the Company
registered 1,212,396 shares of Common Stock issuable under the 2010 Plan pursuant to the Company’s Registration Statement
on Form S-8 (Registration No. 333-197652) filed with the Securities and Exchange Commission (the “
Original Registration
Statement
”) on July 25, 2014. As a result of the Company filing this Registration Statement on Form S-8, the Company
now has registered 1,512,396 shares of Common Stock issuable under the Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information contained in the Original Registration Statement is incorporated herein by reference.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Other
than as set forth herein, the information contained in the Original Registration Statement is incorporated herein by reference.
Item
8. Exhibits.
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Number
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Description
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4.1
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SharpSpring,
Inc. 2010 Employee Stock Plan, as amended (incorporated by reference to Appendix A to the Company’s Definitive Schedule
14A as filed with the Commission on April 15, 2016 and the Company’s Registration Statement on Form S-1 filed on December
2, 2010).
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5.1
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Opinion of Counsel*
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23.1
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Consent of David M. Bovi, P.A. (included in
Exhibit 5.1)
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23.2
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Consent of McConnell & Jones LLP, independent
registered public accounting firm*
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*
Filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 Gainesville, State of Florida, on July 11, 2016.
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SMTP, INC.
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By:
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/s/
Richard A. Carlson
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Richard A. Carlson
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Chief Executive Officer,
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Principal Executive Officer
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Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
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/s/
Richard A. Carlson
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Chief
Executive Officer, Principal Executive Officer, Director
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July
11, 2016
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Richard
A. Carlson
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/s/
Edward S. Lawton
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Chief
Financial Officer, Principal Financial Officer
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July
11, 2016
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Edward
S. Lawton
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/s/
Semyon Dukach
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Chair
of the Board of Directors
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July
11, 2016
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Semyon
Dukach
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/s/
Vadim Yasinovsky
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Director
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July
11, 2016
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Vadim
Yasinovsky
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/s/
John L. Troost
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Director
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July
11, 2016
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John
L. Troost
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/s/
David A. Buckel
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Director
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July
11, 2016
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David
A. Buckel
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EXHIBIT
INDEX
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Number
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Description
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4.1
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SharpSpring,
Inc. 2010 Employee Stock Plan, as amended (incorporated by reference to Appendix A to the Company’s Definitive Schedule
14A as filed with the Commission on April 15, 2016 and the Company’s Registration Statement on Form S-1 filed on December
2, 2010).
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5.1
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Opinion
of Counsel*
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23.1
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Consent
of David M. Bovi, P.A. (included in Exhibit 5.1)
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23.2
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Consent
of McConnell & Jones LLP, independent registered public accounting firm*
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*
Filed
herewith
Exhibit
5.1
LETTERHEAD
OF DAVID M. BOVI, P.A.
July
11, 2016
Board
of Directors
SharpSpring,
Inc.
304
West University Avenue
Gainesville,
FL 32601
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Re:
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SharpSpring,
Inc.
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Registration
Statement on Form S-8
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Gentlemen:
We
have acted as counsel for SharpSpring, Inc., a Delaware corporation (the “Company”), with respect to certain legal
matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities
Act”), of the offer and sale of 300,000 shares of common stock, par value $.001 per share, of the Company (the “Common
Stock”) pursuant to the SharpSpring, Inc. 2010 Employee Stock Plan, as amended (the “Plan”). The shares of Common
Stock that are to be issued under the Plan are collectively referred to herein as the “Shares.”
In
connection with the foregoing, we have examined and are familiar with the Certificate of Incorporation of the Company, as amended,
the Bylaws of the Company, the corporate proceedings with respect to the issuance of the Shares, the registration statement on
Form S-8 filed in connection with the registration of the Shares (the “Registration Statement”), and such other certificates,
instruments and documents as we have considered necessary or appropriate for purposes of this opinion. In our examination of these
documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals
who have executed any of the documents, the authenticity of all documents submitted to us as originals and the conformity to the
original documents of all copies.
Based
upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued in accordance
with the provisions of the Plan, as applicable, will be validly issued and are fully paid and non-assessable.
The
opinion set forth above is limited to the Federal laws of the United States of America and the Delaware General Corporation Law,
as in effect on the date hereof.
We
hereby consent to the filing of this opinion as an exhibit to the 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 and the rules and regulations
thereunder.
Very
truly yours,
/s/
David M. Bovi, P.A.
David
M. Bovi, P.A.
