| Delaware (State or other jurisdiction of incorporation or organization) | | | 74-2415696 (I.R.S. Employer Identification No.) | |
Patrick Goepel Chief Executive Officer 3700 N. Capital of Texas Hwy #350 Austin, Texas 78746 (512) 437-2700 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Katheryn A. Gettman, Esq. Cozen O’Connor, P.C. 33 South 6th Street, Suite 3800 Minneapolis, Minnesota 55402 (612) 260-9080 |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| |||||
Non-accelerated filer ☒ | | Smaller reporting company ☒ | |||
| | | |||
| Emerging growth company ☐ |
| | ||||||||||||||
Title of Each Class of Securities To Be Registered(1)(2) | | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | | Amount of Registration Fee(3) | | ||||||
Debt securities | | | | | | | | | | | | | | | |
Preferred Stock, par value $0.01 per share | | | | | | | | | | | | | | | |
Common Stock, par value $0.01 per share | | | | | | | | | | | | | | | |
Debt warrants | | | | | | | | | | | | | | | |
Equity warrants | | | | | | | | | | | | | | | |
Rights | | | | | | | | | | | | | | | |
Units | | | | | | | | | | | | | | | |
Total | | | | | $ | 150,000,000 | | | | | | $ | 16,365.00 | | |
Title of Each Class of Securities To Be Registered(1)(2) | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee(3) | ||||||
Debt securities | ||||||||
Preferred Stock, par value $0.01 per share | ||||||||
Common Stock, par value $0.01 per share | ||||||||
Debt warrants | ||||||||
Equity warrants | ||||||||
Rights | ||||||||
Units | ||||||||
Total | $ | 175,000,000 | $ | 21,787.50 |
Not specified as to each class of securities to be registered hereunder pursuant to General Instruction II.D. to Form S-3 under the Securities Act of 1933, or Securities Act. |
(2) Includes an indeterminate number of each identified class of securities that may be issued in primary offerings or upon exercise, conversion or exchange of any securities registered hereunder that provide for exercise, conversion or exchange. Pursuant to Rule 416 under the Securities Act, this registration statement also covers any additional securities that may be offered or issued as a result of stock splits, stock dividends or similar transactions. (3) Calculated in accordance with Rule 457(o) under the Securities Act. This registration statement includes an aggregate of $111,760,000 of unsold securities that were previously registered on registration statement on Form S-3 No. 333-224068 (the “2018 Registration Statement”). The registrant paid a registration fee of $13,914.12 with respect to the unsold securities under the 2018 Registration Statement and such fees are being offset from the amount of the current registration fee, resulting in an amount payable of $2,450.88 in connection with this filing. |
| | | | 1 | | | ||
| | | | 2 | | | ||
| | | | 3 | | | ||
| | | | 3 | | | ||
| | | | 5 | | | ||
| | | | 5 | | | ||
| ||||||||
| | | | 5 | | | ||
| | | | | 6 | | | |
| | | | 13 | | | ||
| | | | 18 | | | ||
| | | | 19 | | | ||
| | | | 20 | | | ||
| | | | 21 | | | ||
| | | | 23 | | | ||
| | | | 23 | | | ||
| | | | 23 | | | ||
| | | | 23 | | |
2013 | 2014 | 2015 | 2016 | 2017 | ||||||||||||||||
Ratio of earnings to fixed charges | 37.14 | 89.47 | — | 62.05 | — | |||||||||||||||
Deficiency of earnings available to cover fixed charges (in thousands) | N/A | N/A | $ | (1,538 | ) | N/A | $ | (5,626 | ) |
Amount to be Paid | |||||||||||
| | Amount to be Paid | | ||||||||
Securities and Exchange Commission registration fee | $ | 15,063.08 | | | $ | 2,450.88 | | | |||
Blue sky qualification fees and expenses | * | ||||||||||
Printing and engraving expenses | * | | | | * | | | ||||
Legal fees and expenses | * | | | | * | | | ||||
Accounting fees and expenses | * | | | | * | | | ||||
Transfer agent and registrar fees | * | | | | * | | | ||||
Trust fees and expenses | * | | | | * | | | ||||
Miscellaneous expenses | * | | | | * | | | ||||
Total | * | | | | * | | |
Exhibit No. | | | Description | ||
| |||||
3.1(1) | |||||
| | ||||
3.2(2) | | | | ||
3.3(3) | | | |||
| |||||
3.4(4) | | | | ||
| 4.1(5) | | | | |
4.2(6) | | | | ||
4.3(7) | | | | ||
4.4* | |||||
| Form of Preferred Stock Certificate | | |||
4.5* | | | Form of Debt Security | | |
4.6* | | | Form of Debt Warrant | | |
4.7* | | | Form of Equity Warrant | | |
4.8** | | | | ||
4.9* | | | Form of Rights Agent Agreement | | |
4.10* | | | Form of Unit Agreement | | |
| 5.1** | | | | |
23.1** | | | | ||
| 23.2** | | | | |
| 24.1** | | | | |
| 25.1* | | | Statement of Eligibility of Trustee on Form T-1 |
ASURE SOFTWARE, INC. /s/ Patrick Goepel Patrick Goepel Chief Executive Officer | |
| Signature | | | Title | | | Date | |
| ||||||||
| ||||||||
/s/ Patrick Goepel Patrick Goepel | | | Chief Executive Officer, | |||||
Chairman of the Board (Principal Executive Officer) | | March 11, 2021 | | |||||
/s/ John Pence John Pence | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | March 11, 2021 | | |
| /s/ Daniel Gill Daniel Gill | | | Lead Independent Director | | | March 11, 2021 | |
| /s/ Benjamin Allen | | | Director | | March 11, 2021 | | |
/s/ W. Carl Drew | | | Director | | March 11, 2021 | |
| Signature | | | Title | | | Date | |
/s/ Grace Lee | | | Director | | March 11, 2021 | | ||
/s/ Bradford Oberwager | | | Director | | March 11, 2021 | | ||
/s/ Bjorn Reynolds Bjorn Reynolds | | | Director | | | March 11, 2021 | |