As
filed with the Securities and Exchange Commission on February 19,
2010
Registration
No. 333-
____________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
NOTIFY
TECHNOLOGY CORPORATION
(Exact
name of Registrant as specified in its charter)
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California
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77-0382248
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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1054
S. De Anza Blvd., Suite 202
San
Jose, California 95129
(408)
777-7920
(Address,
including zip code and telephone number, of principal executive
offices)
NOTIFY
TECHNOLOGY CORPORATION 2008 EQUITY INCENTIVE PLAN
(Full
title of the plan)
Paul
F. DePond
Chairman
of the Board, President and Chief Executive Officer
Notify
Technology Corporation
1054
S. De Anza Blvd., Suite 202, San Jose, CA 95129
(Name
and address of agent for service)
(408)
777-7920
(Telephone
number, including area code, of agent for service)
Copy
to:
Chris
F. Fennell, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
650
Page Mill Road
Palo
Alto, CA 94304
(650)
493-9300
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 definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large accelerated
filer
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Accelerated
filer
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Smaller
reporting company
x
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities to be Registered
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Maximum
Amount
to
be Registered (1)
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Proposed
Maximum
Offering
Price
Per Share (2)
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Proposed
Maximum
Aggregate Offering Price
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Amount
of
Registration
Fee
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Common
Stock ($0.001 par value) to be issued under the 2008 Equity Incentive
Plan
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2,317,000
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$0.201
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$465,717
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$42.88
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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 shall also cover any
additional shares of the Registrant’s common stock that become issuable
under the 2008 Equity Incentive Plan (the “2008 Plan”) by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the Registrant’s receipt of consideration that results in
an increase in the number of the Registrant’s outstanding shares of common
stock.
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(2)
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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 of
$0.201 represents the weighted average exercise price based on (i) the
weighted average exercise price of $0.14 per share for previously issued
and outstanding options to purchase a total of 1,750,014 shares of Common
Stock under the 2008 Plan and (ii) $0.390 per share (the average of the
high and low reported prices of Common Stock on the
Over-the-Counter Bulletin Board on February 16, 2010) for
566,986 shares of Common Stock reserved for issuance under the 2008
Plan. The price in (ii) of the preceding sentence is being used
because the exercise prices of options to be granted in the future are not
currently determinable.
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PART
II
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
Notify
Technology Corporation (the “Company” or “Registrant”) hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission:
(a)
The
Company’s Annual Report on Form 10-K for the fiscal year ended
September 30, 2009, filed on December 29, 2009, as amended on December
30, 2009.
(b)
All other
reports filed pursuant to Section 13(a), 13(c) or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the
fiscal year covered by the Company’s latest Annual Report referred to in (a)
above.
(c)
The
description of the Company’s common stock contained in the Company’s
Registration Statement No. 000-23025 on Form 8-A, filed on August 22, 1997, and
any other amendments or reports filed for the purpose of updating such
description.
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the filing of this Registration
Statement, and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that 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 which also is or 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.
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
317 of the California Corporation Code authorizes a court to award, or a
corporation’s Board of Directors to grant, indemnity to any person who is or was
a director or officer in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act. The Company’s
Articles of Incorporation and Bylaws provide for indemnification of the
Company’s directors, officers, employees and other agents to the maximum extent
permitted under California law. In addition, the Company has entered
into Indemnification Agreements with its officers and directors that provide the
maximum indemnification permitted under California law.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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4.1
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Instruments
Defining the Rights of Shareholders. Reference is made to the
Company’s Registration Statement No. 000-23025 on Form 8-A, together with
the amendments and exhibits thereto, which is incorporated herein by
reference pursuant to Item 3(c) to this Registration
Statement.
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5.1
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Opinion
and consent of Wilson Sonsini Goodrich & Rosati,
P.C.
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23.1
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Consent
of Independent Registered Public Accounting Firm
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23.2
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Consent
of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1 hereto)
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24.1
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Power
of Attorney (contained on signature page)
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99.1*
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Notify
Technology Corporation 2008 Equity Inventive
Plan
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* Exhibit
99.1 is incorporated by reference herein to Exhibit 10.36 to the Annual Report
on Form 10-K for the fiscal year ended September 30, 2009, filed on December 29,
2009.
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 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;
(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 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 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 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 Securities and Exchange 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 San Jose, State of California, on February 16,
2010.
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NOTIFY
TECHNOLOGY CORPORATION
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By:
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/ Gerald W. Rice
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Gerald
W. Rice, Chief Financial Officer
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POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Paul F. DePond and Gerald W. Rice and each one of them,
acting individually and without the other, as his attorney-in-fact, each with
full power of substitution, for him in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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/s/
Paul F. DePond
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President,
Chief Executive Officer, Chairman of the Board and Director (Principal
Executive Officer)
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February
10, 2010
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Paul
F. DePond
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/s/
Gerald W. Rice
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Chief
Financial Officer (Principal Financial and Accounting
Officer)
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February
10, 2010
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Gerald
W. Rice
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/s/
David A. Brewer
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Director
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February
10, 2010
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David
A. Brewer
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/s/
Mark Frappier
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Director
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February
10, 2010
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Mark
Frappier
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INDEX
TO EXHIBITS
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4.1
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Instruments
Defining the Rights of Shareholders. Reference is made to the
Company’s Registration Statement No. 000-23025 on Form 8-A, together with
the amendments and exhibits thereto, which is incorporated herein by
reference pursuant to Item 3(c) to this Registration
Statement.
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5.1
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Opinion
and consent of Wilson Sonsini Goodrich & Rosati,
P.C.
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23.1
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Consent
of Independent Registered Public Accounting Firm
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23.2
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Consent
of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1 hereto)
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24.1
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Power
of Attorney (contained on signature page)
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99.1*
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Notify
Technology Corporation 2008 Equity Inventive
Plan
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* Exhibit
99.1 is incorporated by reference herein to Exhibit 10.36 to the Annual Report
on Form 10-K for the fiscal year ended September 30, 2009, filed on December 29,
2009.
Notify Technology (GM) (USOTC:NTFY)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Notify Technology (GM) (USOTC:NTFY)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
