Securities Registration: Employee Benefit Plan (s-8)
05 Enero 2021 - 6:52AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on January 4, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SOC
TELEMED, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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84-3131208
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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1768
Business Center Drive, Suite 100
Reston,
Virginia 20190
(Address
of Principal Executive Offices) (Zip Code)
SOC
Telemed, Inc. 2020 Equity Incentive Plan
SOC
Telemed, Inc. 2020 Employee Stock Purchase Plan
Specialists
On Call, Inc. 2014 Equity Incentive Plan
(Full
Title of the Plan)
John
W. Kalix
Chief
Executive Officer
1768
Business Center Drive, Suite 100
Reston,
Virginia 20190
(Name
and Address of Agent for Service)
(866)
483-9690
(Telephone
Number, Including Area Code, of Agent for Service)
Copies
to:
Eunice
J. Kim
General Counsel
1768 Business Center Drive, Suite 100
Reston, Virginia 20190
Telephone: (866) 483-9690
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William
L. Hughes, Esq.
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, California 94105
Tel: (415) 773-5700
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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.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☒
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Smaller
reporting company ☒
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Emerging
growth company ☒
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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.
☐
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities to be Registered
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Amount
to be Registered(1)
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Proposed
Maximum Offering Price Per Share
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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Class A common
stock, par value $0.0001 per share
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—SOC
Telemed, Inc. 2020 Equity Incentive Plan
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13,545,315
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(2)
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$
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7.76
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(3)
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$
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105,111,640.52
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(3)
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$
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11,467.68
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—SOC
Telemed, Inc. 2020 Employee Stock Purchase Plan
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1,764,916
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(4)
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$
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6.596
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(5)
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$
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11,641,385.94
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(5)
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$
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1,270.08
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—Specialists
On Call, Inc. 2014 Equity Incentive Plan (options)
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1,842,468
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(6)
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$
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3.05
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(7)
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$
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5,619,527.40
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(7)
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$
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613.09
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Total
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17,152,699
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$
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122,372,553.86
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$
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13,350.85
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement on Form S-8 (the “Registration Statement”) shall
also cover any additional shares of Class A common stock (“Class A common stock”)
of SOC Telemed, Inc. (the “Registrant”) that become issuable under the SOC
Telemed, Inc. 2020 Equity Incentive Plan (the “2020 Plan”), the SOC Telemed,
Inc. 2020 Employee Stock Purchase Plan (the “ESPP”) and the Specialists On
Call, Inc. 2014 Equity Incentive Plan (the “2014 Plan” and, together with
the 2020 Plan and the ESPP, the “Plans”) by reason of any stock dividend,
stock split, recapitalization or other similar transaction.
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(2)
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Represents
shares of Class A common stock reserved for issuance as awards under the 2020 Plan. The
number of shares reserved for issuance under the 2020 Plan will be automatically increased
on the first day of each fiscal year, beginning with the 2021 fiscal year, by a number
of shares equal to the lesser of (i) 5% of the outstanding shares on the last day of
the immediately preceding fiscal year and (ii) such number of shares as determined by
the Registrant’s board of directors (the “Board”). The number of shares
represented includes 3,838,275 additional shares of Class A common stock reserved for
issuance resulting from the automatic annual increase on January 1, 2021. To the extent
that awards outstanding under the 2014 Plan as of the date of this Registration Statement
are forfeited, cancelled, surrendered or terminated without issuance of shares, the shares
of Class A common stock subject to such awards will be available for future issuance
under the 2020 Plan. See footnote 6 below.
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(3)
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Estimated
in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating
the registration fee based on the average of the high and low prices of the Class A common
stock on December 31, 2020, as reported on The Nasdaq Stock Market LLC.
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(4)
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Represents
shares of Class A common stock reserved for issuance under the ESPP. The number of shares
reserved for issuance under the ESPP will be automatically increased on the first day
of each fiscal year, beginning with the 2021 fiscal year and ending on (and including)
the first day of the 2031 fiscal year, in an amount equal to the lesser of (i) 1% of
the total number of shares of Class A common stock outstanding on the last day of the
calendar month prior to the date of such automatic increase and (ii) such number of shares
as determined by the Board. No additional shares of Class A common stock became available
for issuance pursuant to such provision on January 1, 2021.
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(5)
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Estimated
in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating
the registration fee on the basis of 85% of the average of the high and low prices of
the Class A common stock on December 31, 2020, as reported on The Nasdaq Stock Market
LLC. Pursuant to the ESPP, the purchase price of Class A common stock will be at least
85% of the lower of the fair market value of the Class A common stock on the first trading
day of the offering period or on the applicable purchase date.
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(6)
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Represents
shares of Class A common stock subject to issuance upon the exercise of stock options
previously granted under the 2014 Plan, as assumed by the Registrant on October 30, 2020,
pursuant to the Agreement and Plan of Merger dated as of July 29, 2020 (the “Merger
Agreement”), by and among Healthcare Merger Corp. (“HCMC”), our predecessor
company, Sabre Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary
of HCMC, Sabre Merger Sub II, LLC, a Delaware limited liability company and a wholly
owned subsidiary of HCMC, and Specialists On Call, Inc. Any shares of Class A common
stock that are subject to outstanding options under the 2014 Plan that expire, are forfeited
or lapse unexercised and would otherwise have been returned to the share reserve under
the 2014 Plan will be available for issuance under the 2020 Plan. See footnote 2 above.
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(7)
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Estimated
in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating
the registration fee. The price per share and aggregate offering price are based upon
the weighted-average exercise price per share of the outstanding stock options under
the 2014 Plan.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation
of Documents by Reference.
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The
Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the “Commission”):
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(a)
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The
Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2019, filed with the Commission on March
25, 2020;
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(b)
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The
Registrant’s prospectus dated December
8, 2020, filed with the Commission on December 10, 2020, pursuant to Rule 424(b)
of the Securities Act, relating to the Registrant’s Registration Statement on Form
S-1 (File No. 333-251042), which contains audited financial statements for the Registrant’s
latest fiscal year for which such statements have been filed, as such prospectus may
be supplemented or amended;
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(c)
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The
Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March
31, 2020, June
30, 2020, and September
30, 2020, filed with the Commission on May 8, 2020, August 14, 2020, and November
16, 2020, respectively;
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(d)
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The
Registrant’s Current Reports on Form 8-K filed with the Commission on January
24, 2020, July
29, 2020 (excluding Item 7.01 and Exhibits 99.1, 99.2 and 99.3 of Item 9.01), October
23, 2020 (excluding Item 7.01 and Exhibit 99.1 of Item 9.01), October
26, 2020 (first of two reports filed on October 26, 2020), October
30, 2020 (with respect to Item 5.07 only), November
5, 2020 (as amended on November
16, 2020, and November
20, 2020), and December
14, 2020 (excluding Item 7.01 and Exhibit 99.1 of Item 9.01);
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(e)
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The
description of the Registrant’s Class A common stock contained in the registration
statement on Form
8-A (File No. 001-39160) filed with the Commission on December 11, 2019, including
any amendments or reports filed for the purpose of updating such description.
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All
documents, reports and definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any portions thereof
furnished by the Registrant, including but not limited to information furnished under Item 2.02 and Item 7.01 of Form 8-K and
any exhibits furnished on such form that relate to such items and any certification required by 18 U.S.C. § 1350), on or
after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
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 herein or in any subsequently
filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
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Item 4.
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Description
of Securities.
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Not
applicable.
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Item 5.
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Interests
of Named Experts and Counsel.
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Not
applicable.
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Item 6.
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Indemnification
of Directors and Officers.
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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 actually and reasonably incurred by such person in connection with any threatened, pending or completed actions,
suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise. The DGCL provides that Section 145 is not exclusive
of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested
directors or otherwise. The Registrant’s amended and restated certificate of incorporation and amended and restated by-laws
provide for indemnification by the Registrant of its directors and officers to the fullest extent permitted by the DGCL.
Section
102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments
of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director
derived an improper personal benefit. The Registrant’s amended and restated certificate of incorporation provides for such
limitation of liability to the fullest extent permitted by the DGCL.
The
Registrant has entered into, and expects to continue to enter into, indemnification agreements with each of its directors and
executive officers. These agreements provide that the Registrant will indemnify each of its directors and such officers to the
fullest extent permitted by law.
Certain
of the Registrant’s non-employee directors may, through their relationships with their employers, be insured and/or indemnified
against certain liabilities incurred in their capacity as members of the Registrant’s board of directors.
The
Registrant also maintains standard policies of insurance under which coverage is provided to its directors and officers against
loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and
officers of the Registrant.
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Item 7.
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Exemption
from Registration Claimed.
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Not
Applicable.
The
following documents are filed as exhibits to this Registration Statement.
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Exhibit
No.
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Description
of Exhibit
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4.1
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Second
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, filed with the SEC on November 5, 2020).
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4.2
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Amended
and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form
8-K, filed with the SEC on November 5, 2020).
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5.1
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Opinion
of Orrick, Herrington & Sutcliffe LLP.
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23.1
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Consent
of Marcum LLP, independent registered public accounting firm of Healthcare Merger Corp.
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23.2
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Consent
of PricewaterhouseCoopers LLP, independent registered public accounting firm of Specialists On Call, Inc.
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23.3
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Consent
of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
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24.1
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Power
of Attorney (included in the signature page to this Registration Statement).
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99.1
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SOC
Telemed, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current Report
on Form 8-K, filed with the SEC on November 5, 2020).
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99.1.1
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Form
of Stock Option Award Agreement under the SOC Telemed, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit
10.5.1 to the Company’s Registration Statement on Form S-4 (Registration No. 333-248097), filed with the SEC on October
9, 2020).
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99.1.2
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Form
of Restricted Stock Unit Award Agreement under the SOC Telemed, Inc. 2020 Equity Incentive Plan (incorporated by reference
to Exhibit 10.5.2 to the Company’s Registration Statement on Form S-4 (Registration No. 333-248097), filed with the
SEC on October 9, 2020).
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99.2
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SOC
Telemed, Inc. 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.12 to the Company’s Current
Report on Form 8-K, filed with the SEC on November 5, 2020).
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99.3
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Specialists
On Call, Inc. 2014 Equity Incentive Plan, as amended, and related form of option agreement (incorporated by reference to Exhibit
10.11 to the Company’s Current Report on Form 8-K, filed with the SEC on November 5, 2020).
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(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;
(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; and
(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) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 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
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 Section 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 Securities Exchange Act of 1934) 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 be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to 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
Commission 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
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 Reston, Commonwealth of Virginia, on January 4, 2021.
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SOC
TELEMED, INC.
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By:
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/s/
John W. Kalix
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Name:
John W. Kalix
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Title:
Chief Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John W. Kalix, Hai
Tran and Eunice Kim, and each of them, as his or her true and lawful attorneys-in-fact and agents, each 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 attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done,
as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each
of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in one or more counterparts.
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 and on the dates indicated.
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Signature
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Title
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Date
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/s/
John W. Kalix
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Chief
Executive Officer and Director
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January
4, 2021
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John
W. Kalix
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(Principal
Executive Officer)
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/s/
Christopher K. Knibb
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Chief
Financial Officer
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January
4, 2021
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Christopher
K. Knibb
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(Principal
Financial and Accounting Officer)
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/s/
Steven J. Shulman
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Director
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January
4, 2021
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Steven
J. Shulman
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/s/
Barbara P. Byrne
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Director
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January
4, 2021
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Barbara
P. Byrne
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/s/
Thomas J. Carella
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Director
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January
4, 2021
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Thomas
J. Carella
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/s/
Joseph P. Greskoviak
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Director
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January
4, 2021
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Joseph
P. Greskoviak
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/s/
Amr Kronfol
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Director
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January
4, 2021
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Amr
Kronfol
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/s/
Anne M. McGeorge
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Director
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January
4, 2021
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Anne
M. McGeorge
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II-4
Healthcare Merger (NASDAQ:HCCO)
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