Securities Registration: Employee Benefit Plan (s-8)
December 28 2018 - 4:19PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 28, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CISION LTD.
(Exact name of registrant as specified
in its charter)
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Cayman Islands
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N/A
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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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130 E. Randolph Street
7th Floor
Chicago, Illinois
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60601
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(Address of Principal Executive Offices)
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(Zip Code)
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Cision Ltd. 2018 Employee Stock Purchase
Plan
(Full title of the plan)
Jack Pearlstein
Chief Financial Officer
130 E. Randolph Street
7th Floor
Chicago, Illinois 60601
(301) 459-2827
(Name and address of agent for service
and telephone number, including area code, of agent for service)
Copies to:
Dennis M. Myers, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, 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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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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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.
¨
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
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Ordinary shares, par value $0.0001 per share
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4,000,000(3)
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$
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11.12
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$
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44,480,000
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$
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5,390.98
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional ordinary shares which become issuable because of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding ordinary shares.
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(2)
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The proposed maximum offering price is
calculated pursuant Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low sale
prices for the ordinary shares as reported on the New York Stock Exchange on December 24, 2018 solely for the purpose of
calculating the registration fee.
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(3)
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Represents ordinary shares of Cision Ltd. that are currently authorized for issuance under the Cision Ltd. 2018 Employee Stock Purchase Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
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Item 1.
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Plan Information.
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The documents containing the information specified in Part I
will be delivered in accordance with Form S-8 and Rule 428(b) under the Securities Act. Such documents are not required to be,
and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the
documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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Item 2.
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Registrant Information and Employee Plan Annual Information.
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The written statement required by Item 2 of Part I is included
in documents delivered to participants in the plans covered by this Registration Statement pursuant to Rule 428(b) of the Securities
Act.
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 following documents, which have been filed by Cision Ltd.
(the “Company”) with the Commission, are incorporated in this Registration Statement by reference:
(a) The Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2017, as filed with the Commission on March 13, 2018; as amended by Amendment No. 1 to Form 10-K, as filed
with the Commission on April 30, 2018; and as amended by Amendment No. 2 to Form 10-K, as filed with the Commission on June 1,
2018
(b) The Company’s Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2018, June 30, 2018 and September 30, 2018, as filed with the Commission on May 9, 2018, August
9, 2018 and November 8, 2018, respectively, and all of the Company’s Current Reports on Form 8-K filed by the Company pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31,
2017 (other than the portions of those documents furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K); and
(c) The description of the Company’s ordinary shares contained
in the Company’s Registration Statement on Form 8-A (File No. 001-38140) filed with the Commission on June 29, 2017, pursuant
to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such descriptions.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant
to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein)
after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a 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 other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any 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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Cayman Islands law does not limit the extent to which a company’s
articles of association may provide for indemnification of officers and directors, except to the extent any such provision may
be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or
the consequences or committing a crime. Our amended and restated articles of association provide for indemnification of officers
and directors to the maximum extent permitted by law for losses, damages, costs and expenses incurred in their capacities as such,
except through their own actual fraud and dishonesty or willful default.
We have entered into indemnification agreements with each of
our directors and certain officers pursuant to which we have agreed to indemnify our directors and certain officers against certain
liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
We also maintain standard policies of insurance that provide
coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act
and (2) to us with respect to indemnification payments that we may make to such directors and officers.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
Reference is made to the attached Exhibit Index, which is incorporated
by reference herein.
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(a)
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The Company hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii)
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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;
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provided, however
, that paragraphs
(a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic 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 this registration statement.
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(2)
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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.
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(3)
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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.
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(b)
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The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Company’s annual report pursuant to Section 13(a) or 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.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions set forth above, or otherwise, the Company 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 Company of expenses incurred
or paid by a director, officer or controlling person of the Company 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 Company 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.
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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 Beltsville, State of Maryland, on December 28, 2018.
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CISION, LTD.
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By:
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/s/ Jack Pearlstein
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Name:
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Jack Pearlstein
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Title:
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints each of Kevin Akeroyd, Jack Pearlstein and Kristie Scott, with full power
of substitution and resubstitution, his true and lawful attorney-in fact and agent, with full powers to him to sign for us, in
our names and in the capacities indicated below, the Registration Statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any and all amendments to
said Registration Statement (including post-effective amendments), granting unto said attorney, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, and hereby ratifying and confirming all that said attorney, or his substitute or substitutes,
may lawfully do or cause to be done by virtue of this Power of Attorney. This power of attorney may be executed in counterparts
and all capacities to sign any and all amendments.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons on December 28, 2018, in the capacities indicated.
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Name
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Title
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/s/ Kevin Akeroyd
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President, Chief Executive Officer and Director
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Kevin Akeroyd
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(Principal Executive Officer)
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/s/ Jack Pearlstein
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Chief Financial Officer
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Jack Pearlstein
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(Principal Accounting and Financial Officer)
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/s/ Stuart Yarbrough
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Director
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Stuart Yarbrough
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/s/ Philip A. Canfield
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Director
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Philip A. Canfield
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/s/ Mark D. Ein
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Director and Vice Chairman of the Board
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Mark D. Ein
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/s/ Stephen P. Master
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Director
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Stephen P. Master
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/s/ Mark M. Anderson
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Director and Chairman of the Board
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Mark M. Anderson
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/s/ L. Dyson Dryden
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Director
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L. Dyson Dryden
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/s/ Susan Vobejda
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Director
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Susan Vobejda
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Authorized Representative in the United
States
Pursuant to the requirements of the Securities
Act of 1933, as amended, Cision Ltd. has duly caused this registration statement to be signed by the following duly authorized
representative in the United States:
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Date: December 28 ,
2018
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By:
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/s/ Kevin Akeroyd
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Name: Kevin Akeroyd
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Title: Authorized Representative in the United States
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