As filed with the Securities and Exchange Commission on August 29, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
QuinStreet, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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77-0512121
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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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950 Tower Lane, 6th Floor
Foster City, CA 94404
(650) 578-7700
(Address
of Principal Executive Offices)
2010 Equity Incentive Plan
2010 Non-Employee Directors Stock Award Plan
(Full Titles of the Plan(s))
Douglas
Valenti
Chief Executive Officer and Chairman
950 Tower Lane, 6th Floor
Foster City, CA 94404
(Name and Address of Agent for Service)
(650)
578-7700
(Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
Alan F. Denenberg, Esq.
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
(650) 752-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
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 (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee (3)
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2010 Equity Incentive Plan
Common Stock, par value
$0.001 per share
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2,525,923 shares
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$11.165
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$28,201,930.30
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$3,418.08
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2010 Non-Employee Directors Stock Award
Plan
Common Stock, par value $0.001 per share
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264,899 shares
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$11.165
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$2,957,597.34
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$358.47
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Total
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2,790,822 shares
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$11.165
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$31,159,527.64
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$3776.55
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(1)
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This Registration Statement covers shares being added to the QuinStreet, Inc. 2010 Equity Incentive Plan and
2010 Non-Employee Directors Stock Award Plan, in each case in accordance with the terms of the applicable plan. This Registration Statement shall also cover any additional shares of common stock which become issuable under the QuinStreet, Inc.
2010 Equity Incentive Plan and 2010 Non-Employee Directors Stock Award Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without Registrants receipt of consideration which results
in an increase in the number of the outstanding shares of Registrants common stock.
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(2)
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Calculated under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of the Registrants Common Stock on August 23, 2019 as reported by the Nasdaq Global Market.
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(3)
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Rounded up to the nearest penny.
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