As filed with the Securities and Exchange Commission on August 21, 2020
Registration No. 333-171285
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Steel Connect, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 04-2921333 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | | |
1601 Trapelo Road, Suite 170
Waltham, Massachusetts | | 02451 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Steel Connect, Inc.
2010 Incentive Award Plan
(Full title of the plan)
Douglas B. Woodworth
Chief Financial Officer
Steel Connect, Inc.
1601 Trapelo Road, Suite 170
Waltham, Massachusetts
(Name and address of agent for service)
(781) 663-5000
(Telephone number, including area code, of agent for service)
Copy to:
Colin Diamond
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Tel: (212) 819-8200
Fax: (212) 354-8113
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
Steel Connect, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 (File No. 333-171285) filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2010 (the “Prior Registration Statement”) with respect to shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), thereby registered for offer or sale pursuant to the Steel Connect, Inc. 2010 Incentive Award Plan, as amended on April 12, 2018 (the “Prior Plan”).
The Registrant has since adopted a new equity incentive plan, the Steel Connect, Inc. 2020 Stock Incentive Compensation Plan (the “2020 Incentive Plan”), which replaced the Prior Plan as of July 23, 2020, the date the Registrant’s stockholders approved the 2020 Incentive Plan at the 2019 Annual Meeting of Stockholders. No future awards will be made under the Prior Plan after July 23, 2020. Accordingly, the Registrant hereby deregisters (i) 4,068,143 shares of Common Stock, originally registered under the Prior Registration Statement, which remain available for offer and sale under the Prior Registration Statement, plus (ii) up to 1,060,523 shares of Common Stock, originally registered under the Prior Registration Statement, that are subject to outstanding awards under the Prior Plan, which are forfeited or lapse unexercised or are settled in cash and are not issued under the Prior Plan for any reason (such 5,128,666 shares of Common Stock, collectively, the “Carryover Shares”).
Contemporaneously with the filing of this Post-Effective Amendment No. 1, the Registrant is filing a Registration Statement on Form S-8 to register the shares of Common Stock now available for offer or sale pursuant to the 2020 Incentive Plan, including but not limited to the Carryover Shares. Any shares of Common Stock previously registered under the Prior Registration Statement and not utilized as Carryover Shares will remain registered under the Prior Registration Statement until the later of the expiration of the Prior Plan on October 11, 2020 or, in the case of outstanding stock options, the respective expiration date of such options.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Waltham, Commonwealth of Massachusetts, on the 21st day of August, 2020.
| | STEEL CONNECT, INC. |
| | | |
| | By: | /s/ Douglas B. Woodworth |
| | Name: | Douglas B. Woodworth |
| | Title: | Chief Financial Officer |
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 dates indicated.
Signature | | Title of Capacities | | Date |
| | | | | |
/s/ Warren G. Lichtenstein Warren G. Lichtenstein | | Interim Chief Executive Officer, Executive Chairman and Director (Principal Executive Officer) | | August 21, 2020 |
| | | |
/s/ Douglas B. Woodworth Douglas B. Woodworth | | Chief Financial Officer (Principal Financial Officer) | | August 21, 2020 |
| | | |
/s/ Joseph B. Sherk Joseph B. Sherk | | Chief Accounting Officer (Principal Accounting Officer) | | August 21, 2020 |
| | | |
/s/ Glen M. Kassan Glen M. Kassan | | Vice Chairman and Director | | August 21, 2020 |
| | | |
/s/ Jeffrey J. Fenton Jeffrey J. Fenton | | Director | | August 21, 2020 |
| | | |
/s/ Jack L. Howard Jack L. Howard | | Director | | August 21, 2020 |
| | | |
/s/ Maria U. Molland Maria U. Molland | | Director | | August 21, 2020 |
| | | |
/s/ Jeffrey S. Wald Jeffrey S. Wald | | Director | | August 21, 2020 |
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