Registration No. 333-211139
Registration No. 333-212484
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST- EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CardConnect Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 7389 | 46-5380892 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification No.) |
1000 Continental Drive, Suite 300
King of Prussia, PA 19406
(484) 581-2200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Options Assumed by CardConnect Corp.
Originally Granted Under the
FTS Holding Corporation 2010 Stock Option Plan
(Full Title of the Plan)
Jeffrey Shanahan
Chief Executive Officer and President
CardConnect Corp.
1000 Continental Drive, Suite 300
King of Prussia, PA 19406
(484) 581-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Amanda Abrams
J. Baur Whittlesey
Ledgewood PC
2001 Market Street, Suite 3400
Philadelphia, PA 19103
Phone: (215) 731-9450
This Post-Effective Amendment No. 1 on Form S-8 shall become effective immediately upon filing with the Securities and Exchange Commission.
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Fee(2) | ||||||||||||
| Common Stock, $0.001 par value per share | 2,664,023 shares | N/A | N/A | N/A |
| (1) | This Post-Effective Amendment No. 1 on Form S-8 covers shares of the Registrant’s Common Stock originally registered on the Registration Statement on Form S-4 to which this filing is an amendment and issuable under outstanding options granted under the FTS Holding Corporation 2010 Stock Option Plan and assumed by the Registrant. Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of Common Stock that become available under the foregoing plan in connection with changes in the number of shares of outstanding Common Stock because of events such as recapitalizations, stock dividends, stock splits and reverse stock splits. |
| (2) | The registration fee in respect of such shares of Common Stock was previously paid at the time of the original filing of the Registration Statement on Form S-4 (File No. 333-211139)relating to such Common Stock. |
EXPLANATORY NOTE
CardConnect Corp., a Delaware corporation (the “Company”), hereby amends its Registration Statements on Form S-4, Registration Nos. 333-211139 and 333-2124841 (together, the “Form S-4”), by filing this Post-Effective Amendment No. 1 on Form S-8 (the “Post-Effective Amendment No. 1”). The Form S-4, as amended by this Post-Effective Amendment No. 1, is referred to as the “Registration Statement.” The Company filed the Form S-4 in connection with the merger (the “Merger”) of FTS Holding Corporation (“FTS”) with and into a wholly owned subsidiary of the Company. This Post-Effective Amendment No. 1 relates to 2,664,023 shares of the Registrant’s Common Stock, par value $0.001 per share (the “Common Stock”), originally registered on the Form S-4 that may be issued pursuant to the FTS Holding Corporation 2010 Stock Option (the “FTS Option Plan”) following the Merger.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with the Explanatory Note to Part I of Form S-8. The documents containing the information required by Part I will be delivered in accordance with Form S-8 and Rule 428(b) under the Securities Act of 1933, as amended (the “Securities Act”). These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Securities and Exchange Commission (the “SEC”) allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to documents we have filed with the SEC but that we do not include in this registration statement. Any statement contained in a document incorporated or deemed to be incorporated by reference into this registration statement will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or any other subsequently filed document that is deemed to be incorporated by reference into this registration statement modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this registration statement. We incorporate by reference the documents listed below that we have filed with the SEC:
| ● | Our prospectus filed on September 28, 2016 pursuant to Rule 424(b) of the Securities Act, which prospectus is a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-213327) |
| ● | Our Quarterly Reports on Form 10-Q for the quarters ended January 31, 2016 and April 30, 2106. |
| ● | Our Current Reports on Form 8-K filed on March 7, 2016, June 27, 2016, July 6, 2016, July 25, 2016, July 27, 2016, August 2, 2016, August 4, 2016 and September 9, 2016, and our Current Reports on Form 8-K/A filed on August 4, 2016, August 9, 2016 and August 12, 2016. |
| ● | The description of our common stock contained in our Registration Statement on Form 8-A12B, as amended, dated February 12, 2015. |
All documents that we subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and will be a part of this registered statement from the date of filing of such documents, and shall automatically update and supersede information in this registration statement. Nothing in this registration statement shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit).
You may request a copy of any of these documents incorporated by reference, which we will provide to you without charge, by written or oral request to us at the following address or phone number:
CardConnect Corp.
Attention: Charles Bernicker
1000 Continental Drive, Suite 300
King of Prussia, Pennsylvania 19406
Phone: (484) 581-2934
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| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation — a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. Under Section 145 of the DGCL, a corporation shall indemnify an agent of the corporation for expenses actually and reasonably incurred if and to the extent such person was successful on the merits in a proceeding or in defense of any claim, issue or matter therein.
Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.
Our second amended and restate certificate of incorporation provides for that our directors shall not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL amended. Our amended and restated bylaws provide for indemnification of our directors and officers to the maximum extent permitted by the DGCL.
We expect to maintain standard policies of insurance that provide coverage to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
The Exhibits furnished as part of this registration statement on Form S-8 are identified in the Exhibit Index immediately following the signature pages of this registration statement. Such Exhibit Index is incorporated herein by reference.
| Item 9. | Undertakings. |
| (a) | The undersigned registrant hereby undertakes: |
| (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, as amended (the “Securities Act”); |
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| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. |
| (2) | That, for the purpose of determining any liability under the Securities Act, 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 purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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 the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted for 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.
[SIGNATURES ON THE NEXT PAGE]
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and State of King of Prussia, Pennsylvania on October 4, 2016.
| CARDCONNECT CORP. | ||
| By: | /s/ Jeffrey Shanahan | |
| Name: Jeffrey Shanahan | ||
| Title: Chief Executive Officer and President | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey Shanahan and Charles Bernicker or any of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, 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 therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or of his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
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.
| /s/ Jeffrey Shanahan | Date: October 4, 2016 | |
| Jeffrey Shanahan, Chief Executive Officer, President and Director (principal executive officer) | ||
| /s/ Charles Bernicker | Date: October 4, 2016 | |
| Charles Bernicker, Chief Financial Officer (principal financial officer) | ||
| /s/ Anthony Hrzic | Date: October 4, 2016 | |
| Anthony Hrzic, Controller (controller) | ||
| /s/ Richard Garman | Date: October 4, 2016 | |
| Richard Garman, Chairman of the Board of Directors | ||
| /s/ Peter Burns | Date: October 4, 2016 | |
| Peter Burns, Director | ||
| /s/ Betsy Cohen | Date: October 4, 2016 | |
| Betsy Cohen, Director | ||
| /s/ Toos Daruvala | Date: October 4, 2016 | |
| Toos Daruvala, Director | ||
| /s/ Ronald Taylor | Date: October 4, 2016 | |
| Ronald Taylor, Director | ||
| /s/ Christopher Winship | Date: October 4, 2016 | |
| Christopher Winship, Director |
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EXHIBIT INDEX
| 4.1 | Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock.(1) |
| 4.2 | Specimen Common Stock Certificate.(1) |
| 4.3 | Specimen Warrant Certificate (included in Exhibit 4.4). |
| 4.4 | Warrant Agreement, dated February 12, 2015, between Continental Stock Transfer & Trust Company and the CardConnect Corp.(2) |
| 4.5 | Shareholder Agreement, dated July 29, 2016, between CardConnect Corp. and the stockholders of CardConnect Corp. signatory thereto.(1) |
| 5.1 | Opinion of Ledgewood PC as to legality of the securities being registered. |
| 23.1 | Consent of Marcum LLP |
| 23.2 | Consent of Ledgewood PC (contained in exhibit 5.1 hereto). |
| 24.1 | Power of Attorney (included as part of signature pages to this registration statement) |
| 99.1 | FTS Holding Corporation 2010 Stock Option Plan, as amended, including form of option grant agreement |
| (1) | Filed with the Registration Statement on Form S-4 (File No. 333-211139), initially filed on May 5, 2016, as amended. |
| (2) | Filed with the Current Report on Form 8-K filed on August 4, 2016 |
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