Registration No. 333-_______
As filed with the Securities and Exchange Commission on August [___], 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TABLE TRAC, INC.
(Exact name of registrant as specified in its charter)
Nevada | 88-0336568 | |
(State or other jurisdiction of Incorporation or organization) | 6101 Baker Road, Suite 206 Minnetonka, Minnesota 55345 | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) |
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2021 STOCK INCENTIVE PLAN
(Full title of the Plan)
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Randy Gilbert Chief Financial Officer Table Trac, Inc. 6101 Baker Road, Suite 206 Minnetonka, Minnesota 55345 Telephone: (952) 548-8877 (Name and address of agent for service) | Copy to: William M. Mower, Esq. Maslon LLP 3300 Wells Fargo Center 90 South 7th Street Minneapolis, Minnesota 55402 Telephone: (612) 672-8200 Facsimile: (612) 672-8397 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ |
| Non- Accelerated Filer ☑ | Smaller reporting company ☑ |
| Emerging growth company ☐ |
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. ☐
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Proposed Maximum Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share | Aggregate Offering Price | Amount of Registration Fee |
Table Trac, Inc. Stock Incentive Plan Stock Options | 70,000 (2) | $2.42 (3) | $169,400 | $18.48 |
Table Trac, Inc. Stock Incentive Plan Common Stock | 430,000 (4) | $3.545 (5) | $1,524,350 | $166.31 |
Total | 500,000 | - | $1,693,750 | $184.79 |
(1) | Pursuant to Rule 416(a), this Registration Statement also covers additional securities that may be offered as a result of stock splits, stock dividends, or similar transactions relating to the shares covered by this registration statement. |
(2) | Represents shares of common stock issuable upon the exercise of options to purchase shares of common stock outstanding under the Table Trac, Inc. 2021 Stock Incentive Plan. |
(3) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $2.42, which is the weighted-average exercise price for common stock options outstanding under the Table Trac, Inc. 2021 Stock Incentive Plan. |
(4) | Represents shares of common stock available for future issuance under the Table Trac, Inc. 2021 Stock Incentive Plan. |
(5) | Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the average of the high and low sale prices of the registrant’s common stock on August 20, 2021, as reported on the OTCQX. |
PART I
As permitted by the rules of the Securities and Exchange Commission, this registration statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of this registration statement will be sent or given to eligible employees as specified in Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Securities and Exchange Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and Exchange Commission are hereby incorporated herein by this reference:
(a) | Annual Report on Form 10-K for the fiscal year ended December 31, 2020; |
(b) | Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021; |
(c) | Current Reports on Form 8-K filed April 1, 2021 and May 20, 2021; |
(d) | 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 Annual Report on Form 10-K referenced above; and |
(e) | The description of the Company’s common stock filed as Exhibit 4.1 “Description of Table Trac, Inc. Common Stock” to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 25, 2020. |
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered 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 a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Nevada law permits a company to indemnify its directors and officers, except for any act of dishonesty. The Company has provided in its bylaws for the indemnification of its officers and directors against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred in connection with the defense of any action, suit or proceeding in which they are a party by reason of their status as an officer or director. We may in the future enter into customary indemnification agreements with each of our directors that provide them, in general, with customary indemnification in connection with their service to us or on our behalf. We also maintain officers’ and directors’ liability insurance that insures against liabilities that our officers and directors may incur in such capacities.
The Company’s articles of incorporation limit or eliminate the personal liability of its officers and directors for damages resulting from breaches of their fiduciary duty, except for damages resulting from acts or omissions which involve intentional misconduct, fraud, a knowing violation of law, or the inappropriate payment of dividends in violation of Nevada Revised Statutes.
The above discussion of our articles of incorporation, bylaws and Nevada law is not intended to be exhaustive and is respectively qualified in its entirety by such articles of incorporation, bylaws and applicable Nevada law.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit | Description | |
4.1 | ||
5.1 | Opinion of Maslon LLP as to the legality of the securities being registered* | |
23.1 | Consent of Independent Registered Public Accounting Firm – Boulay PLLP* | |
23.2 | ||
24.1 |
* Filed herewith
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a)(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;
(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. 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and prices represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 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 of 1933, 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 the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 SEC such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.
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 the City of Minnetonka and the State of Minnesota, on this 20 day of August, 2021.
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| By: | /s/ Randy Gilbert |
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| Randy Gilbert, Chief Financial Officer |
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Each person whose signature to this registration statement appears below hereby constitutes and appoints Chad Hoehne and Randy Gilbert, signing singly as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments to this registration statement and any and all instruments or documents filed as part of or in connection with this registration statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.
The undersigned also grants to said attorney-in-fact, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
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:
Signature | Title | Date | ||
/s/ Chad Hoehne |
Chief Executive Officer (principal executive officer) and Director | August 20, 2021 | ||
Chad Hoehne | ||||
/s/ Randy Gilbert | Chief Financial Officer (principal financial and accounting officer) | August 20, 2021 | ||
Randy Gilbert | ||||
/s/ William Martinez |
Director | August 20, 2021 | ||
William Martinez | ||||
/s/ Thomas Mertens |
Director | August 20, 2021 | ||
Thomas Mertens |
EXHIBIT INDEX |
Exhibit | Description | |
4.1 | Table Trac, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on May 20, 2021) | |
5.1 | Opinion of Maslon LLP as to the legality of the securities being registered* | |
23.1 | Consent of Independent Registered Public Accounting Firm – Boulay PLLP* | |
23.2 | Consent of Maslon LLP (included in Exhibit 5.1) * | |
24.1 | Power of Attorney (included on signature page hereof) * |
* Filed herewith
