As filed with the Securities and Exchange Commission on May 11, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFORMATION SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 20-5261587 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
2187 Atlantic Street Stamford, CT |
06902 | |
(Address of Principal Executive Offices) | (Zip Code) |
Information Services Group, Inc. Amended
and Restated 2007 Equity and Incentive Award Plan
Information Services Group, Inc. Amended and Restated 2007 Employee Stock Purchase Plan
(Full Title of the plan)
David E. Berger
Executive Vice President and Chief Financial Officer
Information Services Group, Inc.
2187 Atlantic Street
Stamford, CT 06902
(Name and address of agent for service)
(203) 517-3100
(Telephone number, including area code, of agent for service)
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 | x | |
Non-accelerated filer | ¨ | Smaller reporting company | x | |
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. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) |
Proposed Maximum Offering Price Share (2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, $0.001 par value | 6,700,000 | $2.37 | $15,879,000 | $2,061.09 |
(1) | This registration statement registers (a) 5,500,000 additional securities issuable pursuant to the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan (the “Incentive Plan”), the other securities issuable under which are registered under a previously filed registration statement on Form S-8 and (b) 1,200,000 additional securities issuable pursuant to the Information Services Group, Inc. Amended and Restated 2007 Employee Stock Purchase Plan (the “ESPP” and together with the Incentive Plan, the “Plans”), the other securities issuable under which are registered under a previously filed registration statement on Form S-8. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement also covers an indeterminate number of additional shares of the registrant’s common stock which may be issued under the adjustment provisions of the Plans. |
(2) | Based upon the average of the high and low prices per share of common stock of the registrant on May 7, 2020, as reported by the NASDAQ Global Market, solely for the purpose of calculating the registration fee. The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act. |
Introduction
This Registration Statement on Form S-8 (the “Registration Statement”) registers additional securities of the same class as other securities for which registration statements on Form S-8 relating to the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan and Information Services Group, Inc. Amended and Restated 2007 Employee Stock Purchase Plan are effective. In accordance with General Instruction E to Form S-8, Information Services Group, Inc. (the “Company”) incorporates by reference the contents of the Company’s registration statements on Form S-8, Registration File No. 333-149950, filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2008, Registration File No. 333-168848 filed with the Commission on August 13, 2010, Registration File No. 333-196193 filed with the Commission on May 22, 2014 and Registration File No. 333-218061 filed with the Commission on May 17, 2017.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
For a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.
INDEX TO EXHIBITS
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 Stamford, State of Connecticut, on this 11th day of May, 2020.
INFORMATION SERVICES GROUP, INC. | ||
By: | /s/ David E. Berger | |
David E. Berger | ||
Executive
Vice President and Chief Financial Officer (principal financial officer) |
Each person whose signature appears below hereby constitutes and appoints Michael P. Connors and David E. Berger, and each of them severally, acting alone and without the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign on his or her behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.
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 | Titles | Date | ||
/s/Michael P. Connors | Chairman and Chief Executive Officer (principal executive officer) | May 11, 2020 | ||
Michael P. Connors | ||||
/s/David E. Berger | Executive Vice President and Chief Financial Officer (principal financial and accounting officer) | May 11, 2020 | ||
David E. Berger | ||||
/s/Neil G. Budnick | Director | May 11, 2020 | ||
Neil G. Budnick | ||||
/s/Gerald S. Hobbs | Director | May 11, 2020 | ||
Gerald S. Hobbs | ||||
/s/ Bruce N. Pfau | Director | May 11, 2020 | ||
Bruce N. Pfau | ||||
/s/ Christine Putur | Director | May 11, 2020 | ||
Christine Putur | ||||
/s/ Kalpana Raina | Director | May 11, 2020 | ||
Kalpana Raina | ||||
/s/ Donald C. Waite | Director | May 11, 2020 | ||
Donald C. Waite |