Post-effective Amendment to Registration Statement (pos Am)
August 09 2018 - 4:55PM
Edgar (US Regulatory)
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
Commission
File Number: 333-226685
MEDICAL
TRANSCRIPTION BILLING, CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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22-3832302
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification No.)
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7
Clyde Road
Somerset, New Jersey
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08873
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Amended
and Restated Equity Incentive Plan (as amended)
(Full
title of the plan)
Stephen
Snyder
Chief
Executive Officer
Medical
Transcription Billing, Corp.
7
Clyde Road
Somerset,
New Jersey
(Name
and address of agent for service)
(732)
873-5133
(
Telephone
number, including area code, of agent for service)
With
copy to:
David
S. Song
Mazzeo
Song P.C.
444
Madison Avenue - 4th Floor
New
York, New York 10022
(212)
599-3077
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 [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ] (Do not check if a smaller reporting company)
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Smaller
reporting company [X]
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Emerging
growth company [X]
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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.
[X]
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 on Form S-8 amends the Form S-8 (Registration No. 333-226685) previously filed with the Securities
and Exchange Commission on August 8, 2018 (the “Registration Statement”). The Consent of Independent Registered Public
Accounting Firm filed as Exhibit 23.1 to the Registration Statement (the “Auditor Consent”) inadvertently omitted
the name and conformed signature of the auditor, Grant Thornton LLP. A signed copy of the Auditor Consent had been provided by
Grant Thornton LLP, but the conformed signature line was inadvertently omitted from the Auditor Consent when the Registration
Statement was filed. This Post-Effective Amendment No. 1 is being filed solely to provide the Auditor Consent with the conformed
signature of Grant Thornton LLP.
Except
as revised to provide the Auditor Consent with the conformed signature of Grant Thornton LLP, this Post-Effective Amendment No. 1
on Form S-8 is identical to the previously filed Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
Exhibits
follow the signature page to this registration statement.
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 Post-Effective Amendment No. 1 to Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Somerset, State of New Jersey on August 9,
2018.
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Medical
Transcription Billing, Corp.
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By:
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/s/
Stephen Snyder
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Stephen
Snyder
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 has been signed by the following
persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Mahmud Haq
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August
9, 2018
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Mahmud
Haq
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Executive
Chairman and Director
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/s/
Stephen Snyder
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August
9, 2018
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Stephen
Snyder
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Principal
Executive Officer and Director
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/s/
Bill Korn
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August
9, 2018
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Bill
Korn
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(Principal
Financial Officer)
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/s/
Norman Roth
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August
9, 2018
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Norman
Roth
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(Principal
Accounting Officer)
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*
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August
9, 2018
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Howard
L. Clark, Jr.
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Director
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*
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August
9, 2018
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John
N. Daly
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Director
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*
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August
9, 2018
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Anne
Busquet
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Director
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*
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August
9, 2018
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Cameron
Munter
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Director
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*
By:
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/s/
Stephen Snyder
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Stephen
Snyder
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Attorney-in-Fact
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EXHIBIT
INDEX
Exhibit
No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of the Company dated April 4, 2014 (filed as Exhibit 3.1 to the Company’s Form 10-Q filed on August 8, 2018, and incorporated herein by reference).
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3.2
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Amended and Restated Certificate of Incorporation of the Company dated June 29, 2016 (filed as Exhibit 3.2 to the Company’s Form 10-Q filed on August 8, 2018, and incorporated herein by reference).
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3.3
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Amended and Restated Certificate of Designations, Preferences and Rights of 11% Series A Cumulative Redeemable Perpetual Preferred Stock (filed as Exhibit 3.3 to the Company’s Form 10-Q filed on August 8, 2018, and incorporated herein by reference).
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3.4
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First Amendment to Amended and Restated Certificate of Designations, Preferences and Rights of 11% Series A Cumulative Redeemable Perpetual Preferred Stock (filed as Exhibit 3.4 to the Company’s Form 10-Q filed on August 8, 2018, and incorporated herein by reference).
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3.5
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Second Amendment to Amended and Restated Certificate of Designations, Preferences and Rights of 11% Series A Cumulative Redeemable Perpetual Preferred Stock (filed as Exhibit 3.5 to the Company’s Form 10-Q filed on August 8, 2018, and incorporated herein by reference).
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3.6
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company dated June 18, 2018 (filed as Exhibit 3.6 to the Company’s Form 10-Q filed on August 8, 2018, and incorporated herein by reference).
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3.7
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Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to the Company’s Amendment No. 1 to Form S-1 filed on April 7, 2014, and incorporated herein by reference).
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4.1
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Form of stock certificate of the 11% Series A Cumulative Redeemable Perpetual Preferred Stock. (filed as Exhibit 4.2 to Amendment No. 2 to the Company’s Form S-1 on October 19, 2015 and incorporated herein by reference).
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4.2
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Medical Transcription Billing, Corp. Amended and Restated Equity Incentive Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed on February 7, 2017, and incorporated herein by reference).
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4.3
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First Amendment to Medical Transcription Billing, Corp. Amended and Restated Equity Incentive Plan (filed as Exhibit 10.16 to the Company’s Form 10-Q filed on August 8, 2018, and incorporated herein by reference).
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4.4
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Form of Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan (filed as Exhibit 10.3 to the Company’s Amendment No. 1 to Form S-1 filed on April 7, 2014, and incorporated herein by reference).
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4.5
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Form of Restricted Stock Award Agreement under the 2014 Equity Incentive Plan (filed as Exhibit 10.12 to the Company’s Form 10-K filed on March 24, 2016 and incorporated herein by reference).
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5.1
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Opinion of Mazzeo Song P.C., as to the legality of the securities being registered (filed as Exhibit 5.1 to the Company’s Form S-8 filed on August 8, 2018 and incorporated herein by reference).
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23.1*
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Consent of Grant Thornton LLP.
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23.2
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Consent of Mazzeo Song P.C. (included in Exhibit 5.1).
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24.1
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Power of Attorney (filed as Exhibit 24.1 to the Company’s Form S-8 filed on August 8, 2018 and incorporated herein by reference).
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*Filed
herewith
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