As filed with the Securities and Exchange Commission on June 30, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| SharpSpring, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 05-0502529 | |
|
(State
or other jurisdiction of
incorporation or organization) |
(I.R.S.
Employer
Identification No.) |
| 550 SW 2nd Avenue, Gainesville, FL | 32601 | |
| (Address of principal executive offices) | (Zip Code) |
| 2010 Employee Stock Plan |
| (Full title of the plan) |
|
Edward S. Lawton Chief Financial Officer 550 SW 2nd Avenue Gainesville, FL 32601 Telephone: 888-428-9605 |
Copy to: David M. Bovi, Esq. David M. Bovi, PA 2855 PGA Blvd., Suite 150 Palm Beach Gardens, FL 33410 Telephone: (561) 655-0665 |
|
|
(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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated fi ler,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) [ ] | Smaller reporting company [X] |
|
Emerging growth company [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
|
Title of Securities
To Be Registered |
Amount To
Be Registered(1) |
Proposed
Maximum Offering Price Per Share(2) |
Proposed
Maximum Aggregate Offering Price(2) |
Amount of
Registration Fee |
||||||||||||
| Common Stock, par value $0.001 per share | 300,000 | $ | 4.54 | $ | 1,362,000 | $ | 158 | |||||||||
| (1) | 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. |
| (2) | 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 June 28, 2017. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by SharpSpring, 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; and | |
| ● | registered 300,00 shares of Common Stock issuable under the 2010 Plan pursuant to the Company’s Registration Statement on Form S-8 (Registration No. 333-212466) filed with the Securities and Exchange Commission (the “ 2016 Registration Statement ”) on July 11, 2016. |
As a result of the Company filing this Registration Statement on Form S-8, the Company now has registered 1,660,387 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 and the 2016 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 and the 2016 Registration Statement is incorporated herein by reference.
Item 8. Exhibits.
| Number | Description | |
| 4.1 | SharpSpring, Inc. 2010 Employee Stock Plan, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on December 2, 2010, as amended by (i) Exhibit 4.2 to Form 8-K filed on November 12, 2014; (ii) Appendix A to the Company’s Definitive Schedule 14A as filed with the Commission on April 15, 2016, and (iii) Appendix A to the Company’s Definitive Schedule 14A as filed with the Commission on May 1, 2017). | |
| 5.1 | Opinion of Counsel* | |
| 23.1 | Consent of David M. Bovi, P.A. (included in Exhibit 5.1) | |
| 23.2 | Consent of Cherry Bekaert LLP, independent registered public accounting firm* |
* 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 June 30, 2017.
| SharpSpring, Inc. | ||
| By: | /s/ Richard A. Carlson | |
| Richard A. Carlson | ||
| Chief Executive Officer, | ||
| Principal Executive Officer | ||
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.
| /s/ Richard A. Carlson | Chief Executive Officer, Principal Executive Officer, Director | June 30, 2017 | ||
| Richard A. Carlson | ||||
| /s/ Edward S. Lawton | Chief Financial Officer, Principal Financial Officer | June 30, 2017 | ||
| Edward S. Lawton | ||||
| /s/ Semyon Dukach | Chair of the Board of Directors | June 30, 2017 | ||
| Semyon Dukach | ||||
| /s/ John L. Troost | Director | June 30, 2017 | ||
| John L. Troost | ||||
| /s/ David A. Buckel | Director | June 30, 2017 | ||
| David A. Buckel | ||||
| /s/ Steven A. Huey | Director | June 30, 2017 | ||
| Steven A. Huey |
EXHIBIT INDEX
| Number | Description | |
| 4.1 | SharpSpring, Inc. 2010 Employee Stock Plan, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on December 2, 2010, as amended by (i) Exhibit 4.2 to Form 8-K filed on November 12, 2014; (ii) Appendix A to the Company’s Definitive Schedule 14A as filed with the Commission on April 15, 2016, and (iii) Appendix A to the Company’s Definitive Schedule 14A as filed with the Commission on May 1, 2017). | |
| 5.1 | Opinion of Counsel* | |
| 23.1 | Consent of David M. Bovi, P.A. (included in Exhibit 5.1) | |
| 23.2 | Consent of Cherry Bekaert LLP, independent registered public accounting firm* |
* Filed herewith
Exhibit 5.1
LETTERHEAD OF DAVID M. BOVI, P.A.
June 30, 2017
Board of Directors
SharpSpring, Inc.
550 SW 2nd Avenue
Gainesville, FL 32601
| Re: | SharpSpring, Inc. |
| Registration Statement on Form S-8 |
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. |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement of SharpSpring, Inc. on Form S-8 of our report dated March 30, 2017, with respect to the consolidated financial statements of SharpSpring, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2016.
| /s/ Cherry Bekaert LLP | |
| Atlanta, Georgia | |
| June 30, 2017 |