As filed with the Securities and Exchange Commission on June 12, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ACTIVIDENTITY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 45-0485038 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
6623 Dumbarton Circle
Fremont, California 94555
(Address of principal executive offices)
2004 Equity Incentive Plan
(Full title of the Plan)
Mark J. Lustig
Chief Financial Officer
6623 Dumbarton Circle
Fremont, California 94555
Telephone: (510) 574-0100
Facsimile: (510) 574-0101
(Name, address and telephone number, including area code, of agent for service)
With copies to:
Stephen C. Ferruolo, Esq.
Ryan A. Murr, Esq.
GOODWIN PROCTER LLP
4365 Executive Drive, Suite 300
San Diego, California 92121
Telephone: (858) 202-2700
Facsimile: (858) 457-1255
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Price Per | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | |||||||
Common stock, $0.001 par value per share | 4,000,000 | $ | 4.68 | $ | 18,720,000 | $ | 574.71 | ||||
| (1) | This registration statement shall also cover any additional shares of the registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the registrant’s receipt of consideration that results in an increase in the number of the registrant’s outstanding shares of common stock. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high ($4.74) and low ($4.61) prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on June 11, 2007. |
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
This registration statement registers an additional 4,000,000 shares of common stock for issuance under the Registrant’s 2004 Equity Incentive Plan (the “2004 Plan”). This increase in the share reserve under the 2004 Plan was approved by the stockholders of the Registrant at a meeting held on February 12, 2007. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-117317) filed with the Securities and Exchange Commission on July 12, 2004, which Registration Statement also relates to the shares issuable under the 2004 Plan.
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 Fremont, California, on June 12, 2007.
ACTIVIDENTITY CORPORATION | ||
By: | /s/ Mark J. Lustig | |
| Mark J. Lustig, | ||
| Chief Financial Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Hart and Mark Lustig, jointly and severally, his attorney-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection herewith, as fully to all intents and purposes as he might do or could do in person hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute, may 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 date indicated.
Signature | Title | Date | ||
/s/ Jason Hart | Chief Executive Officer and Director | June 12, 2007 | ||
Jason Hart | ||||
/s/ Mark Lustig | Chief Financial Officer | June 12, 2007 | ||
Mark Lustig | ||||
/s/ Richard A. Kashnow | Chairman of the Board of Directors | June 12, 2007 | ||
Richard A. Kashnow | ||||
/s/ Jim Frankola | Director | June 12, 2007 | ||
Jim Frankola | ||||
/s/ James E. Ousley | Director | June 12, 2007 | ||
James E. Ousley | ||||
/s/ Richard White | Director | June 12, 2007 | ||
Richard White | ||||
INDEX TO EXHIBITS
| Exhibit Number | Description | |
| 5.1 | Opinion of Goodwin Procter LLP | |
| 10.1(1) | 2004 Equity Incentive Plan of ActivIdentity Corporation | |
| 23.1 | Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Goodwin Procter LLP (filed as a part of Exhibit 5.1) | |
| 24.1 | Power of Attorney (included in the signature page hereto). | |
| (1) | Incorporated by reference from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed July 12, 2004. |
