UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
ZEDGE, inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 26-3199071 |
(State or other jurisdiction
of incorporation or organization) | | (I.R.S. Employer
Identification No.) |
22 Cortlandt Street (14th Floor), New York, NY 10007
(Address of principal executive offices, zip code)
(330) 577-3424
(Registrant’s telephone number, including area code)
With copies to:
Zedge, Inc. 22 Cortlandt Street New York, New York 10007 Attention: Jonathan Reich | Dov T. Schwell, Esq. c/o Schwell Wimpfheimer & Associates LLP 1430 Broadway, Suite 1615 New York, NY 10018 (646) 328-0795 |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be registered | | Name of each exchange on which registered |
| N/A | | N/A |
Securities registered pursuant to section 12(g) of the Act:
Class B common stock, par value $0.01 per share
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | | Accelerated filer ☐ |
| Non-accelerated filer ☐ | | Smaller reporting company ☒ |
INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED BY REFERENCE IN FORM 10
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
This registration statement on Form 10 (the “Form 10”) incorporates by reference information contained in the information statement filed as exhibit 99.1 hereto (the “information statement”). The cross-reference table below identifies where the items required by Form 10 can be found in the information statement.
| Item No. | | Item Caption | | Location in Information Statement |
| 1. | | Business | | “Executive Summary” and “Business” |
| 1A. | | Risk Factors | | “Risk Factors” |
| 2. | | Financial Information | | “Unaudited Pro Forma Condensed Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” |
| 3. | | Properties | | “Executive Summary” and “Business” |
| 4. | | Security Ownership of Certain Beneficial Owners and Management | | “Security Ownership by Certain Beneficial Owners and Management” |
| 5. | | Directors and Executive Officers | | “Management” |
| 6. | | Executive Compensation | | “Executive Compensation” |
| 7. | | Certain Relationships and Related Transactions, and Director Independence | | “Our Relationship with IDT After the Spin-Off and Related Person Transactions” |
| 8. | | Legal Proceedings | | “Legal Proceedings” |
| 9. | | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | | “Executive Summary;” “Risk Factors;” “The Spin-Off;” “Dividend Policy;” and “Description of Our Capital Stock” |
| 10. | | Recent Sale of Unregistered Securities | | “Recent Sale of Unregistered Securities” |
| 11. | | Description of Registrant’s Securities to be Registered | | “Description of Our Capital Stock” |
| 12. | | Indemnification of Directors and Officers | | “Description of Our Capital Stock;” and “Our Relationship with IDT After the Spin-Off and Related Person Transactions” |
| 13. | | Financial Statements and Supplementary Data including the Consolidated Financial Statements | | “Unaudited Pro Forma Condensed Consolidated Financial Data;” “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and “Index to Consolidated Financial Statements” |
| 14. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | None |
| 15. | | Financial Statements and Exhibits | | “Unaudited Pro Forma Condensed Consolidated Financial Data”; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and “Index to Consolidated Financial Statements” and the consolidated financial statements referenced therein |
| (a) | List of Financial Statements |
The following historical and pro forma consolidated financial statements of Zedge, Inc. are included in the information statement and filed as part of this registration statement on Form 10:
| (1) | Audited Consolidated Financial Statements, including Report of Independent Registered Public Accounting Firm, as of, and for the fiscal years ended, July 31, 2015 and 2014; |
| (2) | Consolidated Balance Sheets as of January 31, 2016 (unaudited) and July 31, 2015; |
| (3) | Consolidated Unaudited Statements of Comprehensive Income for the six months ended January 31, 2016 and 2015; and |
| (4) | Consolidated Unaudited Statements of Cash Flows for the six months ended January 31, 2016 and 2015. |
The following exhibits are filed herewith unless otherwise indicated:
Exhibit Number | | Exhibit Description |
| 2.1 | | Form of Separation and Distribution Agreement between IDT Corporation and Zedge, Inc. |
| 3.1 | | Form of the Amended and Restated Certificate of Incorporation of Zedge, Inc.** |
| 3.2 | | By-Laws of Zedge, Inc.** |
| 4.1 | | Specimen common stock certificate of Zedge, Inc.** |
| 10.1 | | Form of 2016 Stock Option and Incentive Plan* |
| 10.2 | | Form of Transition Services Agreement |
10.3 | | Form of Tax Separation Agreement |
| 10.4 | | Google Services Agreement between Zedge, Inc. and Google, Inc., dated June 18, 2014. |
| 10.5 | | Marketplace for Premier Publishers Agreement between Zedge, Inc. and MoPub, Inc., dated February 20, 2013. |
| 21.01 | | Subsidiaries of Zedge, Inc. |
| 99.1 | | Preliminary Information Statement of IDT Corporation, subject to completion, dated April 25, 2016 |
| 99.2 | | Consent of Prospective Director – Stephen Greenberg |
| 99.3 | | Consent of Prospective Director – Marie Therese Carney |
| 99.4 | | Consent of Prospective Director – Mark Ghermezian |
| 99.5 | | Consent of Prospective Director – Howard S. Jonas |
| 99.6 | | Consent of Prospective Director – Michael Jonas |
* Management contract or compensatory plan or arrangement
** To be filed by amendment
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| | ZEDGE, Inc. |
| | | |
| | By: | /s/ Jonathan Reich |
| | Name: | Jonathan Reich |
| | Title: | Chief Financial Officer |
Dated: April 25, 2016
INDEX TO EXHIBITS
Exhibit Number | | Exhibit Description |
| 2.1 | | Form of Separation and Distribution Agreement between IDT Corporation and Zedge, Inc. |
| 3.1 | | Form of the Amended and Restated Certificate of Incorporation of Zedge, Inc.** |
| 3.2 | | By-Laws of Zedge, Inc.** |
| 4.1 | | Specimen common stock certificate of Zedge, Inc.** |
| 10.1 | | Form of 2016 Stock Option and Incentive Plan* |
| 10.2 | | Form of Transition Services Agreement |
10.3 | | Form of Tax Separation Agreement |
| 10.4 | | Google Services Agreement between Zedge, Inc. and Google, Inc., dated June 18, 2014. |
| 10.5 | | Marketplace for Premier Publishers Agreement between Zedge, Inc. and MoPub, Inc., dated February 20, 2013. |
| 21.01 | | Subsidiaries of Zedge, Inc. |
| 99.1 | | Preliminary Information Statement of IDT Corporation, subject to completion, dated April 25, 2016 |
| 99.2 | | Consent of Prospective Director – Stephen Greenberg |
| 99.3 | | Consent of Prospective Director – Marie Therese Carney |
| 99.4 | | Consent of Prospective Director – Mark Ghermezian |
| 99.5 | | Consent of Prospective Director – Howard S. Jonas |
| 99.6 | | Consent of Prospective Director – Michael Jonas |
* Management contract or compensatory plan or arrangement
** To be filed by amendment
