Securities Registration: Employee Benefit Plan (s-8)
July 31 2018 - 4:18PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 31, 2018
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SEQUANS COMMUNICATIONS S.A.
(Exact name of Registrant as specified in its charter)
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French Republic
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Sequans Communications S.A.
15-55
boulevard Charles de Gaulle
92700 Colombes, France
Telephone: +33 1 70 72 16 00
(Address of Principal Executive Offices)
Stock Option
Subscription Plan 2018
Restricted Share Award Plan
2018-1
Restricted Share Award Plan
2018-2
BSA
2018-1
(Warrants) Issuance Agreement
BSA
2018-2
(Warrants) Issuance Agreement
BSA (Warrants) Issuance Agreement, Dated June 29, 2018
(Full title of the plan(s))
GKL
Corporate/Search, Inc.
One Capitol Mall, Suite 660
Sacramento, California 95814
Telephone: +1 916 442 7652
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
John V.
Bautista, Esq.
Brett Cooper, Esq.
Orrick, Herrington & Sutcliffe LLP
1000 Marsh Road
Menlo
Park, California 94025
Telephone: +1 650 614 7400
Facsimile: +1 650 614 7401
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. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of each class of
securities to be registered (1)
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Amount
to be
registered
(2)
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Ordinary Shares, nominal value 0.02 per share
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210,000
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$2.04(3)
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$428,400(3)
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$53.34
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Ordinary Shares, nominal value 0.02 per share
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1,500,000
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$1.96(4)
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$2,940,000(4)
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$366.03
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Restricted Shares, Options and Warrants to Purchase Ordinary
Shares
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1,710,000
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N/A
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N/A
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N/A
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Aggregate Registration Fee
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$419.37
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(1)
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These shares may be represented by the American Depositary Shares (ADSs) of Sequans Communications S.A. (the Registrant). Each ADS represents one ordinary share. ADSs issuable upon deposit of the
ordinary shares registered hereby were registered pursuant to a separate Registration Statement on Form
F-6
(File
No. 333-173002).
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(2)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement on Form
S-8
(the Registration
Statement) shall also cover any ordinary shares which become issuable under the Registrants Stock Option Subscription Plan, Restricted Share Award Plans or BSA (Warrants) Issuance Agreements by reason of any share dividend, share split,
recapitalization or any other similar transaction effected without the Registrants receipt of consideration which results in an increase in the number of the Registrants outstanding ordinary shares.
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(3)
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Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee. The price of $2.04 per share represents the exercise price for outstanding warrants issued
under the Registrants BSA (Warrants) Issuance Agreement, dated June 29, 2018.
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(4)
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Estimated in accordance with Rule 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $1.96 per share, which represents the average of the high and
low prices of the Registrants ADSs reported on the New York Stock Exchange for July 24, 2018.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form
S-8
is not being filed with or included with this
Registration Statement, by incorporation by reference or otherwise, in accordance with the rules and regulations of the Securities and Exchange Commission (the Commission) and the instructions to Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The Registrant hereby incorporates into this
Registration Statement the following documents, which have been previously filed by the Registrant with the Commission:
(a) The
Registrants Annual Report on Form
20-F
for the fiscal year ended December 31, 2017 (File
No. 001-35135),
filed with the Commission on April 12,
2018, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act);
(b) All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrants Form
20-F
referred to in (a) above; and
(c) The description of the Registrants ordinary shares and ADSs contained in its Registration Statement on Form
8-A
(File
No. 001-35135),
filed with the Commission on April 12, 2011 pursuant to Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of 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 to be incorporated by reference
in this registration statement and to be part hereof from the date of filing such documents. For purposes of this Registration Statement, 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 herein by reference
modifies or supersedes such statement.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Names Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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The Registrant maintains liability insurance
for its directors and officers, including coverage against liabilities under the Securities Act.
Item 7.
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Exemption from Registration Claimed.
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Not Applicable.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement
is on Form
S-8,
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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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(c) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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, 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 Colombes, France, on
July 31, 2018.
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SEQUANS COMMUNICATIONS S.A.
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By:
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/s/ Georges Karam
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Name: Dr. Georges Karam
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Title: Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Georges Karam and Deborah
Choate, and each of them acting individually, as his true and lawful
attorneys-in-fact
and agents, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8,
and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said
attorneys-in-fact
and agents, with full power of each to act alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Dr. Georges Karam
Dr. Georges Karam
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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July 31, 2018
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/s/ Deborah Choate
Deborah Choate
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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July 31, 2018
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/s/ Wesley Cummins
Wesley Cummins
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Director
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July 31, 2018
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/s/ Mailys Ferrere
Mailys Ferrere
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Director
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July 31, 2018
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/s/ Richard Nottenburg
Richard Nottenburg
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Director
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July 31, 2018
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/s/ Hubert de Pesquidoux
Hubert de Pesquidoux
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Director
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July 31, 2018
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/s/ Dominique Pitteloud
Dominique Pitteloud
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Director
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July 31, 2018
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/s/ Zvi Slonimsky
Zvi Slonimsky
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Director
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July 31, 2018
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Sequans
Communications S.A. has signed this Registration Statement or amendment thereto in the City of Dallas, State of Texas, on July 31, 2018.
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By:
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/s/ Nikhil Taluja
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Name: Nikhil Taluja
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Title: U.S. Representative
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