Securities Registration: Employee Benefit Plan (s-8)
August 17 2017 - 5:23PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on August 17, 2017
Registration No. 333-
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STG GROUP,
INC.
(Exact name of registrant as specified in
its charter)
Delaware
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46-3134302
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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11091 Sunset Hills Road, Suite 200
Reston, Virginia 20190
(Address of
principal executive offices)
STG Group, Inc. 2015 Omnibus Incentive
Plan
(Full title of the Plan(s))
Charles L. Cosgrove
Chief Financial Officer
STG Group, Inc.
11091 Sunset Hills Road, Suite 200
Reston, Virginia 20190
(703) 691-2480
(Name, address, telephone number, including
area code, of agent for service)
Copies to:
Lawrence T. Yanowitch, Esq.
Lawrence R. Bard, Esq.
Morrison & Foerster LLP
1650 Tysons Blvd., Suite 400
McLean, Virginia 22102
(703) 760-7700
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 the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer
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Accelerated filer
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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
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.
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to
be registered
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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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Common Stock, par value $0.0001 per share
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500,000 shares
(1)
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$
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0.80
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$
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400,000.00
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$
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46.36
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(1)
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Represents 500,000 shares reserved for issuance under the STG Group, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”). Such shares may be issued (a) in the form of restricted stock or dividend equivalent rights; (b) upon exercise of stock options or upon the vesting of restricted stock units or stock appreciation rights; or (c) upon settlement in stock of cash-based awards, in each case to be granted under the 2015 Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers any additional shares of our common stock, par value $0.0001 per share (“Common Stock”), as may become issuable under the 2015 Plan as a result of any stock split, stock dividend, recapitalization or similar event.
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(2)
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low prices reported on the OTCQB Venture Marketplace on August 11, 2017.
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EXPLANATORY NOTE
Pursuant to General Instruction E to Form
S-8 under the Securities Act, this Registration Statement is filed by STG Group, Inc. (the “Company”) for the purpose
of registering 500,000 additional shares of Common Stock available for issuance under the STG Group, Inc. 2015 Omnibus Incentive
Plan (the “2015 Plan”). At the 2017 Annual Meeting of Stockholders held on June 13, 2017, the Company’s stockholders
approved the Amendment to the Plan (the “Amendment”). The Company’s stockholders approved an increase to the
number of shares of Common Stock reserved for issuance under the 2015 Plan to 1,788,564 shares, an increase of 500,000 shares over
the number of shares previously authorized. The 500,000 shares registered pursuant to this Registration Statement consist of the
500,000 additional shares authorized for issuance under the Amendment.
The shares of Common Stock registered pursuant
to this Registration Statement are of the same class of securities as the 1,288,564 shares of Common Stock registered for issuance
under the Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-211401) filed on May
16, 2016 (the “Original Registration Statement”). The contents of the Original Registration Statement, including any
amendments thereto or filings incorporated therein, are incorporated herein by this reference. Any items in the Original Registration
Statement not expressly changed hereby shall be as set forth in the Original Registration Statement.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 8. Exhibits.
The Exhibit Index immediately preceding
the exhibits is incorporated herein by reference.
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 county of Fairfax, Commonwealth of Virginia on August 17, 2017.
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STG GROUP, INC.
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By:
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/s/ Charles L. Cosgrove
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Charles L. Cosgrove
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Chief Financial Officer
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Each person whose signature appears below
constitutes and appoints Charles L. Cosgrove as attorney-in-fact, with the power of substitution, for him in any and all capacities,
to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said attorney- in- fact, 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, hereby ratifying and confirming all the said attorney-in-fact, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed as of August 17, 2017 by the following persons in the capacities indicated.
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Signature
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Title
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/s/ Philip E. Lacombe
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Phillip E. Lacombe
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President and Chief Operating Officer (principal executive officer)
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/s/ Charles L. Cosgrove
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Charles L. Cosgrove
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Chief Financial Officer (principal financial officer)
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/s/ David Pearson
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David Pearson
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Vice President and Controller
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/s/ Simon S. Lee
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Simon S. Lee
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Chairman and Director
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/s/ Damian Perl
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Damian Perl
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Director
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/s/ Ronald R. Spoehel
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Hon. Ronald R. Spoehel
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Director
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/s/ David C. Gompert
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Hon. David C. Gompert
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Director
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/s/ Robert B. Murrett
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Robert B. Murrett
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Director
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INDEX TO EXHIBITS
Unless otherwise indicated, each of the
following exhibits has been previously filed with the Securities and Exchange Commission by the Registrant under File No. 1-36149.
Exhibit
Number
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Document
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Incorporated
by Reference to the Following Documents
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5.1
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Opinion of Morrison & Foerster LLP
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Filed herewith
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10.1
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Global Defense & National Security Systems, Inc. 2015 Omnibus Incentive Plan, effective November 23, 2015
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Annual Report on Form 10-K filed on March 30, 2016, Exhibit 10.35
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10.2
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Amendment to the STG Group, Inc. 2015 Omnibus Incentive Plan, effective June 13, 2017
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Filed herewith
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23.1
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Consent of Morrison & Foerster LLP
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Included in Exhibit 5.1
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23.2
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Consent of BDO USA LLP, Independent Registered Public Accounting Firm
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Filed herewith
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24.1
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Power of Attorney (included on signature page)
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