UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RESEARCH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
|
Nevada (State or other jurisdiction of incorporation or organization) |
11-3797644 (I.R.S. Employer Identification No.) |
|
5435 Balboa Blvd., Suite. 202, Encino, CA (Address of Principal Executive Offices) |
91316 (Zip Code)
|
Research Solutions, Inc. 2007 Equity Compensation Plan
(Full title of the plan)
Alan Urban, Chief Financial Officer
Research Solutions, Inc.
5435 Balboa Blvd., Ste. 202
Encino, CA 91316
(Name and address of agent for service)
(310) 477-0354
(Telephone number, including area code, of agent for service)
Copies to:
Louis Wharton, Esq.
Stubbs Alderton & Markiles, LLP
15260 Ventura Boulevard, 20th Floor
Sherman Oaks, CA 91403
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.
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company þ |
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 |
2,000,000 | $1.025 | $2,050,000.00 | $237.60 | ||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration. | |||||
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on a per share price of $1.025, the average of the high and low reported sales prices of the Registrant's common stock on the OTC Bulletin Board on November 17, 2016. | |||||
Explanatory Note
This Registration Statement on Form S-8 is filed by Research Solutions, Inc., a Nevada corporation (the “Registrant”), relating to 2,000,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), issuable under the Research Solutions, Inc. 2007 Equity Compensation Plan, as amended (the “Plan”), which Common Stock is in addition to the 1,500,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on October 8, 2010 (Registration No. 333-169823), the 1,500,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on November 20, 2012 (Registration No. 333-185059), and the 2,000,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on December 1, 2014 (Registration No. 333-200656) (the “Prior Registration Statements”).
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have previously been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated in this Registration Statement by reference:
| · | The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, filed with the Commission on September 20, 2016 (File No. 000-53501); |
| · | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed with the Commission on November 14, 2016 (File No. 000-53501); |
| · | The Registrant’s Current Report on Form 8-K, filed with the Commission on November 16, 2016 (File No. 000-53501); and |
| · | The description of the Registrant’s common stock as set forth in its registration statement on Form SB-2 (File No. 333-148392) filed with the Commission on December 28, 2007, including any amendments or reports filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents (such documents, and the documents listed above, hereinafter referred to as “Incorporated Documents”).
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, the following exhibits are filed as part of this Registration Statement:
| Exhibit No. | Exhibit Description |
| 4.1 | Articles of Incorporation of the Registrant (1) |
| 4.2 | Amended and Restated Bylaws (2) |
| 5.1 | Opinion of Legal Counsel |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
| 23.2 | Consent of Legal Counsel (included in Exhibit 5.1) |
| 24.1 | Power of Attorney (included as part of the signature page to this Registration Statement) |
| 99.1 | Research Solutions, Inc. 2007 Equity Compensation Plan (3) |
| 99.2 | Amendment No. 1 to Research Solutions, Inc. 2007 Equity Compensation Plan (4) |
| 99.3 | Amendment No. 2 to Research Solutions, Inc. 2007 Equity Compensation Plan (5) |
| 99.4 |
Amendment No. 3 to Research Solutions, Inc. 2007 Equity Compensation Plan (6) |
| (1) | Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 (File No. 333-148392) filed with the Commission on December 28, 2007. |
| (2) | Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 000-53501) filed with the Commission on October 17, 2012. |
| (3) | Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form SB-2 (File No. 333-148392) filed with the Commission on December 28, 2007. |
| (4) | Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-53501) filed with the Commission on October 29, 2012. |
| (5) | Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-53501) filed with the Commission on October 14, 2014. |
| (6) |
Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-53501) filed with the Commission on September 26, 2016.
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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 Encino, State of California, on November 28, 2016.
| RESEARCH SOLUTIONS, INC. | ||
| (Registrant) | ||
| By: | /s/ Alan Urban | |
| Alan Urban Chief Financial Officer and Secretary | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Peter Derycz and Alan Urban as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file a new registration statement under Rule 461, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |
| /s/ Peter Derycz |
Chairman of the Board, Chief Executive Officer and |
November 28, 2016 | |
| Peter Derycz |
President (Principal Executive Officer) |
||
|
/s/ Alan Urban |
Chief Financial Officer and Secretary |
November 28, 2016 | |
| Alan Urban | (Principal Financial & Accounting Officer) | ||
|
/s/ John Regazzi |
Director |
November 28, 2016 | |
| John Regazzi | |||
|
/s/ Merrill McPeak |
Director |
November 28, 2016 | |
| Merrill McPeak | |||
|
/s/ Chad Cooper |
Director |
November 28, 2016 | |
| Chad Cooper | |||
|
/s/ Janice Peterson |
Director |
November 28, 2016 | |
| Janice Peterson | |||