10-12G/A 1 f1012gposam2_zedgeinc.htm GENERAL FORM FOR REGISTRATION OF SECURITIES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

ZEDGE, inc.

(Exact name of registrant as specified in its charter)

Delaware		26-3199071
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

22 Cortlandt Street (14^th Floor), New York, NY 10007

(Address of principal executive offices, zip code)

(330) 577-3424

(Registrant’s telephone number, including area code)

With copies to:

Zedge, Inc.

22 Cortlandt Street

New York, New York 10007

Attention: Jonathan Reich

Dov T. Schwell, Esq.

c/o Schwell Wimpfheimer & Associates LLP

1430 Broadway, Suite 1615

New York, NY 10018

(646) 328-0795

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be registered

Name of each exchange on which registered

N/A

Securities registered pursuant to section 12(g) of the Act:

Class B common stock, par value $0.01 per share

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

INFORMATION INCLUDED IN INFORMATION STATEMENT

AND INCORPORATED BY REFERENCE IN FORM 10

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

This registration statement on Form 10 (the “Form 10”) incorporates by reference information contained in the information statement filed as exhibit 99.1 hereto (the “information statement”). The cross-reference table below identifies where the items required by Form 10 can be found in the information statement.

Item No.	Item Caption	Location in Information Statement
1.	Business	“Executive Summary” and “Business”
1A.	Risk Factors	“Risk Factors”
2.	Financial Information	“Unaudited Pro Forma Condensed Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
3.	Properties	“Executive Summary” and “Business”
4.	Security Ownership of Certain Beneficial Owners and Management	“Security Ownership by Certain Beneficial Owners and Management”
5.	Directors and Executive Officers	“Management”
6.	Executive Compensation	“Executive Compensation”
7.	Certain Relationships and Related Transactions, and Director Independence	“Our Relationship with IDT After the Spin-Off and Related Person Transactions”
8.	Legal Proceedings	“Legal Proceedings”
9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	“Executive Summary;” “Risk Factors;” “The Spin-Off;” “Dividend Policy;” and “Description of Our Capital Stock”
10.	Recent Sale of Unregistered Securities	“Recent Sale of Unregistered Securities”
11.	Description of Registrant’s Securities to be Registered	“Description of Our Capital Stock”
12.	Indemnification of Directors and Officers	“Description of Our Capital Stock;” and “Our Relationship with IDT After the Spin-Off and Related Person Transactions”
13.	Financial Statements and Supplementary Data including the Consolidated Financial Statements	“Unaudited Pro Forma Condensed Consolidated Financial Data;” “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and “Index to Consolidated Financial Statements”
14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	None
15.	Financial Statements and Exhibits	“Unaudited Pro Forma Condensed Consolidated Financial Data”; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and “Index to Consolidated Financial Statements” and the consolidated financial statements referenced therein

(a)

List of Financial Statements

The following historical and pro forma consolidated financial statements of Zedge, Inc. are included in the information statement and filed as part of this registration statement on Form 10:

(1)

Audited Consolidated Financial Statements, including Report of Independent Registered Public Accounting Firm, as of, and for the fiscal years ended, July 31, 2015 and 2014;

(2)

Consolidated Balance Sheets as of January 31, 2016 (unaudited) and July 31, 2015;

(3)

Consolidated Unaudited Statements of Comprehensive Income for the six months ended January 31, 2016 and 2015; and

(4)

Consolidated Unaudited Statements of Cash Flows for the six months ended January 31, 2016 and 2015.

(b)

Exhibits

The following exhibits are filed herewith unless otherwise indicated:

	Exhibit Number		Exhibit Description
	2.1		Separation and Distribution Agreement between IDT Corporation and Zedge, Inc.
	3.1		Third Amended and Restated Certificate of Incorporation of Zedge, Inc.
	3.2		Amended and Restated By-Laws of Zedge, Inc.
	4.1		Specimen common stock certificate of Zedge, Inc.#
	*10.1		2016 Stock Option and Incentive Plan*
	10.2		Transition Services Agreement
	10.3		Tax Separation Agreement
	10.4		Google Services Agreement between Zedge, Inc. and Google, Inc., dated June 18, 2014. #**
	10.5		Marketplace for Premier Publishers Agreement between Zedge, Inc. and MoPub, Inc., dated February 20, 2013.#**
	10.6		Zedge Holdings, Inc. 2008 Omnibus Stock Incentive Plan, as amended and restated on November 1, 2011. #*
	10.7		Form of ISO Stock Option Agreement*
	10.8		Form of Nonqualified Stock Option Agreement*
	10.9		Form of Restricted Stock Agreement*
	21.01		Subsidiaries of Zedge, Inc.#
	99.1		Definitive Information Statement of IDT Corporation, dated June 1, 2016
	99.2		Consent of Director – Stephen Greenberg#
	99.3		Consent of Director – Marie Therese Carney#
	99.4		Consent of Director – Mark Ghermezian#
	99.5		Consent of Director – Howard S. Jonas#
	99.6		Consent of Director – Michael Jonas#

# Previously Filed.

* Management contract or compensatory plan or arrangement.

**This exhibit was filed with Pre-Effective Amendment No. 1 on April 25, 2016, reflecting a redacted copy of the agreement. We have filed a confidentiality request with the Securities and Exchange Commission with respect to certain portions of the agreement.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	ZEDGE, Inc.

	By:	/s/ Jonathan Reich
		Name: Jonathan Reich
		Title: Chief Financial Officer

Dated: June 1, 2016

INDEX TO EXHIBITS

Exhibit Number		Exhibit Description
2.1		Separation and Distribution Agreement between IDT Corporation and Zedge, Inc.
3.1		Third Amended and Restated Certificate of Incorporation of Zedge, Inc.
3.2		Amended and Restated By-Laws of Zedge, Inc.
4.1		Specimen common stock certificate of Zedge, Inc.#
*10.1		2016 Stock Option and Incentive Plan*
10.2		Transition Services Agreement
10.3		Tax Separation Agreement
10.4		Google Services Agreement between Zedge, Inc. and Google, Inc., dated June 18, 2014. #**
10.5		Marketplace for Premier Publishers Agreement between Zedge, Inc. and MoPub, Inc., dated February 20, 2013.#**
10.6		Zedge Holdings, Inc. 2008 Omnibus Stock Incentive Plan, as amended and restated on November 1, 2011. #*
10.7		Form of ISO Stock Option Agreement*
10.8		Form of Nonqualified Stock Option Agreement*
10.9		Form of Restricted Stock Agreement*
21.01		Subsidiaries of Zedge, Inc.#
99.1		Definitive Information Statement of IDT Corporation, dated June 1, 2016
99.2		Consent of Director – Stephen Greenberg#
99.3		Consent of Director – Marie Therese Carney#
99.4		Consent of Director – Mark Ghermezian#
99.5		Consent of Director – Howard S. Jonas#
99.6		Consent of Director – Michael Jonas#

# Previously Filed.

* Management contract or compensatory plan or arrangement.