As filed with the Securities and Exchange Commission on August 12, 2011
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QuinStreet, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
77-0512121 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
950 Tower Lane, Suite 600
Foster City, CA 94404
(650) 578-7700
(Address of Principal Executive Offices)
2010 Equity Incentive Plan
2010 Non-Employee Directors’ Stock Award Plan
(Full Titles of the Plan(s))
Douglas Valenti
Chief Executive Officer and Chairman
950 Tower Lane, Suite 600
Foster City, CA 94404
(Name and Address of Agent for Service)
(650) 578-7700
(Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
Alan F. Denenberg, Esq.
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
(650) 752-2000
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 | x | |||||
| 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 (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Offering Price (2) |
Amount of Registration Fee (3) | ||||
| 2010 Equity Incentive Plan |
2,369,371 shares | $12.66 | $29,996,236.86 | $3,482.57 | ||||
| 2010 Non-Employee Directors’ Stock Award Plan |
320,000 shares | $12.66 | $ 4,051,200.00 | $ 470.35 | ||||
| Total |
2,689,371 shares | $12.66 | $34,047,436.86 | $3,952.92 | ||||
|
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|
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| (1) | This Registration Statement covers shares being added to the QuinStreet, Inc. 2010 Equity Incentive Plan and 2010 Non-Employee Directors’ Stock Award Plan, in each case in accordance with the terms of the applicable plan. This Registration Statement shall also cover any additional shares of common stock which become issuable under the QuinStreet, Inc. 2010 Equity Incentive Plan and 2010 Non-Employee Directors’ Stock Award Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s common stock. |
| (2) | Calculated under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of the Registrant’s Common Stock on August 11, 2011 as reported by the NASDAQ Global Market. |
| (3) | Rounded up to the nearest penny. |
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective. The Registrant previously registered shares of its common stock for issuance under the 2010 Equity Incentive Plan and the 2010 Non-Employee Directors’ Stock Award Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 17, 2010 (File No. 333-165534). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
PART II
Item 8. Exhibits
| Exhibit |
||
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | |
| 23.2 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney (included in the signature pages hereof) | |
| 99.1 | Quinstreet, Inc. 2010 Equity Incentive Plan (incorporated by reference to Exhibit 99.9 to the Registrant’s Registration Statement on Form S-8 filed on March 17, 2010) | |
| 99.2 | Quinstreet, Inc. 2010 Non-Employee Directors’ Stock Award Plan (incorporated by reference to Exhibit 99.12 to the Registrant’s Registration Statement on Form S-8 filed on March 17, 2010) | |
2
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 Foster City, State of California, on the 12th day of August, 2011.
| QuinStreet, Inc. | ||||
| By: | /s/ Douglas Valenti | |||
| Name: Title: |
Douglas Valenti Chief Executive Officer and Chairman | |||
3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Douglas Valenti and Kenneth Hahn, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each of said attorneys-in-fact and agents, or his substitute or 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 and in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Douglas Valenti |
Chief Executive Officer | August 12, 2011 | ||
| Douglas Valenti | (Principal Executive Officer) and Chairman | |||
| /s/ Kenneth Hahn |
Chief Financial Officer | August 12, 2011 | ||
| Kenneth Hahn | (Principal Financial Officer and Principal Accounting Officer) |
|||
| /s/ William Bradley |
Director | August 12, 2011 | ||
| William Bradley | ||||
| /s/ John G. McDonald |
Director | August 12, 2011 | ||
| John G. McDonald | ||||
| /s/ Gregory Sands |
Director | August 12, 2011 | ||
| Gregory Sands | ||||
| /s/ James Simons |
Director | August 12, 2011 | ||
| James Simons | ||||
| /s/ Glenn Solomon |
Director | August 12, 2011 | ||
| Glenn Solomon | ||||
| /s/ Dana Stalder |
Director | August 12, 2011 | ||
| Dana Stalder | ||||
| /s/ Bronwyn Syiek |
Director | August 12, 2011 | ||
| Bronwyn Syiek | ||||
4
EXHIBIT INDEX
| Exhibit |
||
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | |
| 23.2 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney (included in the signature pages hereof) | |
| 99.1 | Quinstreet, Inc. 2010 Equity Incentive Plan (incorporated by reference to Exhibit 99.9 to the Registrant’s Registration Statement on Form S-8 filed on March 17, 2010) | |
| 99.2 | Quinstreet, Inc. 2010 Non-Employee Directors’ Stock Award Plan (incorporated by reference to Exhibit 99.12 to the Registrant’s Registration Statement on Form S-8 filed on March 17, 2010) | |