PROS (PRO) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on April 3, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PROS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	76-0168604
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3200 Kirby Drive, Suite 600	77098
Houston, Texas	(Zip Code)
(Address of Principal Executive Offices)

AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN, as amended

(Full title of the plan)

Damian W. Olthoff

General Counsel and Secretary

PROS Holdings, Inc.

3200 Kirby Drive, Suite 600

Houston, Texas 77098

(713) 335-5151

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

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.

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. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by PROS Holdings, Inc. (“Registrant”) to register additional shares of common stock of Registrant, par value $0.001 per share (“Common Stock”) issuable pursuant to the Amended and Restated 2017 Equity Incentive Plan, as amended (the “2017 Plan”), and consists of only those items required by General Instruction E to Form S-8.

This Registration Statement registers 2,900,000 additional shares of Common Stock reserved for issuance under the 2017 Plan, which shares are in addition to the 2,500,000 shares of Common Stock previously registered pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 7, 2017, the 2,050,000 shares of Common Stock previously registered pursuant to a Registration Statement on Form S-8 filed with the Commission on May 20, 2019, and the 3,100,000 shares of Common Stock previously registered pursuant to a Registration Statement on Form S-8 filed with the Commission on May 13, 2021. The contents of the Registration Statements on Form S-8 previously filed with the Commission on July 7, 2017, on May 20, 2019 and on May 13, 2021 are hereby incorporated by reference pursuant to General Instruction E to Form S-8.

The issuance of the additional 2,900,000 shares being registered under the 2017 Plan pursuant to this Registration Statement is conditioned upon the approval by the Registrant’s stockholders at the Annual Meeting of Stockholders of Registrant to be held on May 11, 2023. After giving effect to this Registration Statement, an aggregate of 10,550,000 shares of Common Stock have been registered for issuance pursuant to the 2017 Plan.

PART I

Information Required in the Section 10(a) Prospectus

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of documents by reference

Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

a.    Registrant’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2022 (the “Annual Report”), filed with the Commission on February 15, 2023;

b.    all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report; and

c.    Description of Registrant’s Registered Securities filed as an exhibit to Registrant’s Annual Report on Form 10-K filed on February 19, 2020 which describes the terms, rights and provisions applicable to Registrant’s outstanding Common Stock.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Under no circumstances will any information furnished under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8. Exhibits

The following exhibits are incorporated by reference herein.

Number	Exhibit
4.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1.1 of Registrant’s Form S-1 Registration Statement (Registration No. 333-141884), declared effective by the Commission on June 27, 2007, as amended).
4.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of Registrant’s Form 8-K filed with the Commission on April 29, 2020).
4.3	Specimen certificate for shares of Common Stock (incorporated by reference to Exhibit 4.1 of Registrant’s Form S-1 Registration Statement (Registration No. 333-141884), declared effective by the Commission on June 27, 2007, as amended).
4.4	Description of Registered Securities (incorporated by reference to Exhibit 4.4 of Registrant’s Annual Report on Form 10-K filed with the Commission on February 19, 2020).
4.5	Amended and Restated 2017 Equity Incentive Plan, as amended (filed as Appendix A to Registrant's Proxy Statement filed with the Commission on March 31, 2023).
5.1*	Opinion and consent of DLA Piper LLP (US).
23.1*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
24.1*	Power of Attorney (included as part of the signature pages to this Registration Statement).
107*	Filing Fee Table
* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Houston, State of Texas on this 3rd day of April 2023.

PROS HOLDINGS, INC.
By:	/s/ Andres Reiner
	Andres Reiner
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Damian Olthoff and Christopher C. Chaffin and each of them acting alone, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, proxy and agent 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 attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Andres Reiner	President, Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2023
Andres Reiner
/s/ Stefan Schulz	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 3, 2023
Stefan Schulz
/s/ Scott Cook	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	April 3, 2023
Scott Cook
/s/ William Russell	Chairman of the Board	April 3, 2023
William Russell
/s/ Carlos Dominguez	Director	April 3, 2023
Carlos Dominguez
/s/ Raja Hammoud	Director	April 3, 2023
Raja Hammoud
/s/ Leland Jourdan	Director	April 3, 2023
Leland Jourdan
/s/ Catherine Lesjak	Director	April 3, 2023
Catherine Lesjak
/s/ Greg B. Petersen	Director	April 3, 2023
Greg B. Petersen
/s/ Timothy V. Williams	Director	April 3, 2023
Timothy V. Williams