As filed with the U.S. Securities and Exchange Commission on July 27, 2012
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
| INTRALINKS HOLDINGS, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
| Delaware | 20-8915510 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
150 East 42nd Street, 8th Floor New York, New York 10017 (212) 543-7700 |
| (Address of Principal Executive Offices) |
| INTRALINKS HOLDINGS, INC. 2010 EQUITY INCENTIVE PLAN |
| (Full Title of the Plan) |
Ronald W. Hovsepian President and Chief Executive Officer IntraLinks Holdings, Inc. 150 East 42nd Street, 8th Floor New York, New York 10017 |
| (Name and Address of Agent For Service) |
| (212) 543-7700 |
| (Telephone Number, Including Area Code, of Agent For Service) |
Copies to:
Stephen M. Davis, Esq. 620 Eighth Avenue | Scott N. Semel, Esq. Executive Vice President, General Counsel and Corporate Secretary IntraLinks Holdings, Inc. 150 East 42nd Street, 8th Floor New York, New York 10017 Telephone: (212) 543-7700 |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. | |
Large accelerated filer ¨
|
Accelerated filer x |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
| Common Stock, par value $0.001 per share | 4,500,000 | $ 4.06(2) | $ 18,270,000(2) | $ 2,121.15 |
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.
(2)An assumed price of $4.06 per share, which on July 24, 2012 was the average of the high and low prices reported on the New York Stock Exchange for the Registrant’s common stock, is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(c) and (h).
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the registration statement on Form S-8 filed by the Registrant on September 1, 2010 (Registration No. 333-169138) with respect to the Registrant’s 2010 Equity Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.Exhibits.
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.
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 New York, state of New York, this 27th day of July, 2012.
INTRALINKS HOLDINGS, INC.
By: /s/ Ronald W. Hovsepian
Ronald W. Hovsepian
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of the Registrant hereby severally constitute and appoint Ronald W. Hovsepian and Anthony Plesner, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement on Form S-8, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below on the 27th day of July, 2012.
| Signature | Title | |
/s/ Ronald. W. Hovsepian |
President, Chief Executive Officer (Principal Executive Officer) and Director | |
/s/ Anthony Plesner |
Chief Financial Officer and Chief Administrative Officer (Principal Financial and Accounting Officer) | |
/s/ Patrick J. Wack Jr. |
Chairman of the Board of Directors | |
/s/ Brian J. Conway |
Director | |
/s/ Peter Gyenes |
Director | |
/s/ Thomas Hale |
Director | |
/s/ Habib Kairouz |
Director | |
/s/ Robert C. McBride |
Director | |
/s/ J. Chris Scalet |
Director |
EXHIBIT INDEX
Exhibit No. | Description | |
| 4.1 | Fourth Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.2 in the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-165991)). | |
| 4.2 | Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.3 in the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-165991)). | |
| 4.3 | Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 in the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-165991)). | |
| 4.4 | Registration Rights Agreement by and among the investors and shareholders listed therein and the Registrant, dated as of June 15, 2007 (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-165991)). | |
| 4.5 | Stockholders Agreement by and among the investors and shareholders listed therein and the Registrant, dated as of June 15, 2007, as amended (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-165991)). | |
| 4.6* | Amended and Restated 2010 Equity Incentive Plan and forms of award agreements. | |
| 5.1* | Opinion of Goodwin Procter LLP. | |
| 23.1* | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
| 23.2* | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 24.1* | Power of Attorney (included on signature page). |
______________________
* Filed herewith.
