S-8
As
filed with the Securities and Exchange Commission on October 31, 2008
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GLG Partners, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of Incorporation or Organization)
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20-5009693
(I.R.S. Employer Identification No.) |
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399 Park Avenue, 38th Floor, New York, New York
(Address of Principal Executive Offices)
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10022
(Zip Code) |
GLG Partners, Inc. 2007 Restricted Stock Plan
(Full Title of the Plan)
Alejandro R. San Miguel, Esq.
General Counsel and Corporate Secretary
GLG Partners, Inc.
399 Park Avenue, 38th Floor
New York, New York 10022
(Name and Address of Agent for Service)
(212) 224-7200
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Sey-Hyo Lee, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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. (Check one):
Large
accelerated filer x | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Calculation of Registration Fee
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Title of Each Class |
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Proposed Maximum |
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Proposed Maximum |
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of Securities To Be |
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Amount To Be |
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Offering Price Per |
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Aggregate Offering |
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Amount of |
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Registered |
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Registered (1) |
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Share (2) |
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Price (2) |
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Registration Fee |
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Common Stock, par
value $.0001 per
share |
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2,563,500 shares |
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$ |
3.24 |
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$ |
8,305,740 |
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$ |
327 |
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(1) |
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The shares of Common Stock set forth in the Calculation of Registration Fee table and which
may be offered pursuant to this Registration Statement include, pursuant to Rule 416 under the
Securities Act of 1933, as amended (the Securities Act), such additional number of shares of
the Registrants Common Stock as may be offered or issued as a result of any stock splits,
stock dividends or similar transactions. |
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(2) |
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h)
under the Securities Act, based on the average of the high and low per share market price of
the Registrants Common Stock on October 29, 2008 as reported on the New York Stock Exchange,
Inc. |
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TABLE OF CONTENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by GLG Partners, Inc. (the Company) with the
Securities and Exchange Commission (the Commission), are incorporated herein by reference and
made a part hereof:
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Our Annual Report on Form 10-K for the year ended December 31, 2007 (including the
portions of our proxy statement for our 2008 Annual Meeting of Shareholders that are
incorporated therein by reference); |
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Our amended Annual Report on Form 10-K/A for the year ended December 31, 2007; |
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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30,
2008; |
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Our Current Reports on Form 8-K filed March 17, 2008, April 3, 2008, April 15, 2008,
April 22, 2008 and October 7, 2008; and |
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The description of our common stock included in or incorporated by reference into our
Registration Statement on Form 8-A/A filed on November 2, 2007. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities and Exchange Act of 1934, as amended (the Exchange Act), 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 incorporated by
reference and be a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated herein by reference 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 document which also is or is deemed to be
incorporated by reference herein modifies or supersedes that statement. Any such statement so
modified or superseded shall not constitute a part of this registration statement, except as so
modified or superseded.
Item 5. Interests of Named Experts and Counsel.
Alejandro R. San Miguel, Esq., who has given his opinion about certain legal matters affecting
the shares of Companys Common Stock covered by this registration statement, is General Counsel and
Corporate Secretary of the Company. Mr. San Miguel may be eligible to participate in the Companys
2007 Restricted Stock Plan, or the Plan, in accordance with the terms of the Plan.
II-1
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Section 145 of the Delaware General Corporation Law
provides that a corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with any threatened,
pending or completed actions, suits or proceedings in which such person is made a party by reason
of such person being or having been a director, officer, employee or agent to the Company. The
Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to
which those seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for any breach of the directors duty of loyalty to the corporation
or its stockholders, for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions, or for any transaction from which the director
derived an improper personal benefit.
The Companys restated certificate of incorporation provides that a director of the Company
shall not be personally liable to the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director to the fullest extent permitted by Delaware law. In addition, the
Companys bylaws provide that the Company shall indemnify its directors and officers to the fullest
extent permitted by Delaware law, including all expenses liability and loss actually and reasonably
incurred or suffered by such director or officer in connection therewith in defending or otherwise
participating in any proceeding in advance of its final disposition. The Company has entered into
indemnity agreements with its directors and its executive officers, which generally provide for the
indemnity of the director or executive officer, as the case may be, and the mandatory advancement
and reimbursement of reasonable expenses (subject to limited exceptions) incurred in various legal
proceedings in which they may be involved by reason of their service as a director or executive
officer of the Company to the extent permitted by Delaware law.
II-2
Item 8. Exhibits.
4.1 |
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Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to
the Companys Current Report on Form 8-K (File No. 001-33217), is incorporated
herein by reference. |
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4.2 |
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Amended Bylaws of the Company, filed as Exhibit 3.5 to the Companys amended
Registration Statement on Form 8-A/A (File No. 001-33217), is incorporated
herein by reference. |
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4.3 |
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GLG Partners, Inc. 2007 Restricted Stock Plan, filed as Annex I to the
Companys Proxy Statement dated October 12, 2007 (File No. 001-33217), is
incorporated herein by reference. |
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5 |
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Opinion of Alejandro R. San Miguel, Esq., General Counsel and Corporate
Secretary of the Company, as to the legality of any newly issued shares of
Common Stock covered by this registration statement. |
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Consent of Ernst & Young LLP, an independent registered public accounting firm. |
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23.2 |
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Consent of Alejandro R. San Miguel, Esq., contained in his opinion filed as
Exhibit 5 to this registration statement. |
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23.3 |
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Consent of Chadbourne & Parke LLP. |
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Powers of Attorney authorizing certain persons to sign this registration
statement on behalf of certain directors and officers of the Company. |
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Item 9. Undertakings.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the Securities Act);
(ii) To reflect in the prospectus any facts or events arising after the effective
date of this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in this registration statement; and
(iii) To include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material change to
such information in this registration statement;
provided, however, that clauses (i) and (ii) do not apply if the information required to be
included in a post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act, each filing of
the Companys annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
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B. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officer and controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, GLG Partners, Inc. 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 New York, State of New
York, on October 31, 2008.
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GLG PARTNERS, INC.
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By: |
/s/ Noam Gottesman
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Name: |
Noam Gottesman |
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Title: |
Co-Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed on October 31, 2008 by the following persons in the capacities indicated:
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Signature |
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Title |
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/s/ Noam
Gottesman
Noam Gottesman
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Chairman of the Board, Co-Chief Executive
Officer and Director (co-principal
executive officer) |
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Emmanuel
Roman*
Emmanuel Roman
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Co-Chief Executive Officer and Director
(co-principal executive officer) |
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Ian G. H. Ashken* |
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Director |
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Director |
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Martin A. Franklin* |
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Director |
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James N. Hauslein* |
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Director |
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Director |
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Director |
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Jeffrey M. Rojek* |
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Chief Financial Officer
(principal financial and accounting officer) |
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*By: |
/s/ Alejandro R. San Miguel
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Alejandro R. San Miguel, Attorney-in-fact** |
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** By authority of the powers of attorney filed as Exhibit 24 hereto.
EXHIBIT INDEX
4.1 |
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Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to
the Companys Current Report on Form 8-K (File No. 001-33217), is incorporated
herein by reference. |
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4.2 |
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Amended Bylaws of the Company, filed as Exhibit 3.5 to the Companys amended
Registration Statement on Form 8-A/A (File No. 001-33217), is incorporated
herein by reference. |
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4.3 |
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GLG Partners, Inc. 2007 Restricted Stock Plan, filed as Annex I to the
Companys Proxy Statement dated October 12, 2007 (File No. 001-33217), is
incorporated herein by reference. |
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5 |
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Opinion of Alejandro R. San Miguel, Esq., General Counsel and Corporate
Secretary of the Company, as to the legality of any newly issued shares of
Common Stock covered by this registration statement. |
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23.1 |
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Consent of Ernst & Young LLP, an independent registered public accounting firm. |
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23.2 |
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Consent of Alejandro R. San Miguel, Esq., contained in his opinion filed as
Exhibit 5 to this registration statement. |
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23.3 |
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Consent of Chadbourne & Parke LLP. |
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Powers of Attorney authorizing certain persons to sign this registration
statement on behalf of certain directors and officers of the Company. |