| As filed with the Securities and Exchange Commission on September 22, 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
RF INDUSTRIES,
LTD.
(Exact name of registrant as specified in its charter)
| Nevada (State or other jurisdiction of incorporation or organization) |
88-0168936 (I.R.S. Employer Identification No.) |
7610 Miramar Road, Bldg. 6000
San Diego, CA 92126
(858) 549-6340
(Address of principal executive offices)
2010 Stock Incentive Plan
(Full title of the plan)
Robert Dawson, Chief Executive Officer
RF INDUSTRIES, LTD.
7610 Miramar Road
San Diego, CA 92126
(Name
and address of agent for service)
(858) 549-6340
(Telephone number, including area code, of agent for service)
Copy to:
Istvan Benko
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 789-1226
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 filer,” “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 | ☒ Smaller reporting company | |||
| (Do not check if a smaller reporting company) | ☐ 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 | Proposed maximum aggregate offering price | Amount of registration fee (4) |
| Common Stock, $0.01 par value per share | 1,000,000 shares(2) | $2.30(2) | $2,300,000(2) | $266.57 |
| TOTAL | 1,000,000 shares | — | $2,300,000 | $266.57 |
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, this registration statement covers, in addition to the shares of common stock specified above, an indeterminate number of additional shares of common stock that may become issuable under the 2010 Stock Incentive Plan as a result of the anti-dilution adjustment provisions contained therein. |
| (2) | Represents shares reserved for issuance pursuant to future awards under the 2010 Stock Incentive Plan. The proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933 on the basis of the $2.30 average of the high and low trading prices of the registrant’s common stock, as reported on the Nasdaq Global Market on September 20, 2017. |
| (3) | Amount of registration fee was calculated pursuant to Section 6(b) of the Securities Act of 1933, which provides that the fee shall be $115.90 per $1,000,000 of the proposed maximum aggregate offering price of the securities proposed to be offered. |
EXPLANATORY NOTE UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES AND INCORPORATION BY REFERENCE
A Registration Statement on Form S-8, File No. 333-169490 was filed on September 20, 2010 to register 1,000,000 shares (as adjusted for a 2-for-1 stock split) of common stock of RF Industries, Ltd. (the “Registrant”) that were issuable under the 2010 Stock Incentive Plan (the “Plan”). A second Registration Statement on Form S-8, File No. 333-205748 was filed on July 20, 2015 to register an additional 500,000 shares under the Plan, thereby increasing the number of shares covered by the Registration Statements to 1,500,000 shares. A third Registration Statement on Form S-8, File No. 333-207569 was filed on October 23, 2015 to register an additional 500,000 shares under the Plan, thereby increasing the number of shares covered by the Registration Statements to 2,000,000 shares.
At its annual meeting of stockholders held on September 8, 2017, the Registrant further amended the Plan to increase the number of shares issuable upon the exercise of options and other awards granted thereunder by another 1,000,000 shares. Accordingly, this registration statement registers those additional 1,000,000 shares of common stock issuable under the Plan.
INCORPORATION BY REFERENCE OF PRIOR REGISTRATION STATEMENT
The contents of the Registration Statements of RF Industries, Ltd., File No. 333-169490, filed on September 20, 2010; File No. 333-205748, filed on July 20, 2015; and File No. 333-207569, filed on October 23, 2015, as those statements may be amended, are incorporated into this Registration Statement by this reference, pursuant to General Instruction E to Form S-8, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this registration statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by RF Industries, Ltd. (“we,” “us,” “our,” or the “Company”) with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 are incorporated by reference in this registration statement:
| · | Our Annual Report on Form 10-K for the fiscal year ended October 31, 2016, filed with the SEC on January 27, 2017; |
| · | Our Quarterly Reports on Form 10-Q for the fiscal quarters ended (i) January 31, 2017, filed with the SEC on March 15, 2017, (ii) April 30, 2017, filed with the SEC on June 13, 2017, and (iii) July 31, 2017, filed with the SEC on September 12, 2017; |
| · | Our Current Reports on Form 8-K filed with the SEC on January 27, 2017; March 15, 2017; April 7, 2017; June 9, 2017; June 13, 2017; June 20, 2017; June 21, 2017, July 28, 2017, and September 12, 2017; and |
| · | The description of our common stock contained in the Company’s Registration Statement on Form 8-A, including any amendment or report filed for the purpose of updating any such description. |
In addition, each document that the Company files with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all shares of common stock registered hereunder have been sold or that deregisters all such shares of common stock then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be part thereof from the date of the filing of such document.
Item 8. Exhibits
The following exhibits are filed with this registration statement or are incorporated by reference as a part of this registration statement:
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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 Los Angeles, State of California, on September 22, 2017.
| RF INDUSTRIES, LTD. | ||
| By: | /s/ ROBERT DAWSON | |
| Robert Dawson | ||
| President and Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints each of Robert Dawson and Mark Turfler as his true and lawful attorney-in-fact and agent, with full power of substitution, for him in any and all capacities, to sign this registration statement on Form S-8 and any amendments hereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may do or cause to be done by virtue of this power of attorney.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 22nd day of September, 2017.
| Signature | Title | |
| /s/ ROBERT DAWSON | President and Chief Executive Officer (principal executive officer) | |
| Robert Dawson | ||
| /s/ MARK TURFLER | Chief Financial Officer (principal financial and accounting officer) | |
| Mark Turfler | ||
| /s/ WILLIAM L. REYNOLDS | Director | |
| William L. Reynolds | ||
| /s/ HOWARD F. HILL | Director | |
| Howard F. Hill | ||
| /s/ JOSEPH BENOIT | Director | |
| Joseph Benoit | ||
| /s/ MARVIN H. FINK | Director | |
| Marvin H. Fink | ||
| /s/ GERALD T. GARLAND | Director | |
| Gerald T. Garland |
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EXHIBIT INDEX
The following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration Statement: