S-8 1 cmbm-s8.htm S-8 cmbm-s8.DOCX.htm

 

 

 

As filed with the Securities and Exchange Commission on March 24, 2020

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

CAMBIUM NETWORKS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Cayman Islands

 

Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

3800 Golf Road, Suite 360

 

 

Rolling Meadows, Illinois

 

60008

(Address of Principal Executive Offices)

 

(Zip Code)

 

CAMBIUM NETWORKS CORPORATION 2019 SHARE INCENTIVE PLAN

CAMBIUM NETWORKS CORPORATION eMPLOYEE SHARE PURCHASE PLAN

(Full title of the plan)

 

 

Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9005

Cayman Islands

+1 (345) 943-3100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

(Telephone number, including area code, of agent for service)

 

Copies To:

 

Martin A. Wellington

 

Sally J. Rau

 

Helen Theung

 

General Counsel

 

Sidley Austin LLP

 

Cambium Networks, Inc.

 

1001 Page Mill Road

 

3800 Golf Road, Suite 360

 

Building 1

 

Rolling Meadows, Illinois 60008

 

Palo Alto, California 94304

 

(888) 863-5250

 

(650) 565-7000

 

 

 

 

 

 

  

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

 

☐

  

Accelerated filer

 

☐

 

 

 

 

Non-accelerated filer

 

☒ 

  

Smaller reporting company

 

☐

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

☒

 

 

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

 

 

 

 

 

 

 

 

 

 

Title of securities

to be registered

  

Amount to be

registered (1)

  

Proposed

maximum

offering price

per share

  

Proposed

maximum

aggregate

offering price

  

Amount of

registration

fee

Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”)

  

 

  

 

  

 

  

 

-Reserved for future issuance under the 2019 Share Incentive Plan (the “Share Incentive Plan”)

 

1,283,649(2)

 

$4.47 (4)

 

$5,737,911.03

 

$744.78

-Reserved for future issuance under the  Employee Share Purchase Plan (the “ESPP”)

 

256,730(3)

 

$3.80 (5)

 

$975,574.00

 

$126.63

TOTAL:

 

1,540,379

 

 

 

$6,713,485.03

 

$871.41

 

 

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional and indeterminate number of securities as may become issuable pursuant to the provisions of the plans relating to adjustments for changes resulting from a share dividend, share split or similar change.

(2)

The number of Ordinary Shares available for issuance under the Share Incentive Plan is subject to an automatic annual increase on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2020, and continuing until (and including) the fiscal year ending December 31, 2029, with such annual increase equal to the lesser of (i) 1,320,000 Ordinary Shares; (ii) 5% of the number of Ordinary Shares outstanding as of the first day of such fiscal year; and (iii) an amount determined by the Board of Directors of the Registrant (the “Share Incentive Plan Evergreen Provision”). Accordingly, the number of Ordinary Shares available for issuance under the Share Incentive Plan was automatically increased by 1,283,649 shares effective January 1, 2020, which is equal to 5% of the total number of Ordinary Shares outstanding as of January 1, 2020. This Registration Statement registers the 1,283,649 additional Ordinary Shares available for issuance under the Share Incentive Plan as of January 1, 2020 as a result of the Share Incentive Plan Evergreen Provision.

(3)

The number of Ordinary Shares available for issuance under the ESPP is subject to an automatic annual increase on the first day of each fiscal year during the term of the ESPP, commencing in 2020, by an amount equal to the lesser of (i) 275,000 Ordinary Shares; (ii) 1% of the outstanding Ordinary Shares as of the last day of the immediately preceding fiscal year; and (iii) such other amount as the Administrator (as defined in the ESPP) may determine (the “ESPP Evergreen Provision”). Accordingly, the number of Ordinary Shares available for issuance under the ESPP was automatically increased by 256,730 shares effective January 1, 2020, which is equal to 1% of the total number of Ordinary Shares outstanding as of December 31, 2019. This Registration Statement registers the 256,730 additional Ordinary Shares available for issuance under the ESPP as of January 1, 2020 as a result of the ESPP Evergreen Provision.

(4)

 

Estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The price per share and aggregate offering price are based upon $4.47, which is the average of the high and low prices of an Ordinary Share on March 18, 2020 as reported on the Nasdaq Global Market.

(5)

Estimated pursuant to Rule 457(h) under the Securities Act solely for purpose of calculating the registration fee on the basis of 85% of $4.47 per share, which is the average of the high and low price of the Ordinary Share, as reported on the Nasdaq Global Market, on March 18, 2020. Pursuant to the Employee Share Purchase Plan, the purchase price of the Ordinary Shares reserved for issuance thereunder will be 85% of the lower of the fair market value of an Ordinary Share on the Enrollment Date or the Exercise Date (as such terms are defined in the ESPP.

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act.

 

 


NOTE

REGISTRATION OF ADDITIONAL SHARES AND INCORPORATION OF CERTAIN INFORMATION

BY REFERENCE PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Cambium Networks Corporation, a Cayman Islands exempted company (the “Registrant”), relating to 1,540,379 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), issuable under the Registrant’s 2019 Share Incentive Plan (the “Share Incentive Plan”) and Employee Share Purchase Plan (the “ESPP”). On June 25, 2019, the Registrant filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (Registration No. 333-232341) relating to Ordinary Shares issuable under the Share Incentive Plan and ESPP (the “Prior Registration Statement”). The Prior Registration Statement is currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E of Form S-8 regarding the Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission: 

 

 

(1)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on March 23, 2020 (the “Annual Report”);

 

(2)

The Registrant’s current reports on Form 8-K filed with the Commission on February 3, 2020 and February 10, 2020; and

 

(3)

The description of the Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A12B filed with the Commission on June 21, 2019, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement 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 respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document 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 Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


Item 8. Exhibits.

 

Exhibit
No.

  

Description

 

 

 

4.1

  

Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1/A (No. 333-231789), filed with the Commission on June 13, 2019).

 

 

 

4.2

 

Cambium Networks Corporation 2019 Share Incentive Plan (incorporated by reference to Exhibit 10.17 of the Registrant’s Registration Statement on Form S-1/A (No. 333-231789), filed with the Commission on June 13, 2019).

 

 

 

4.3

 

Cambium Networks Corporation Employee Share Purchase Plan (incorporated by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1/A (No. 333-231789), filed with the Commission on June 13, 2019).

 

 

 

*5.1

 

Opinion of Walkers with respect to validity of issuance of securities.

 

 

 

*23.1

  

Consent of Walkers (included as part of Exhibit 5.1 hereto).

 

 

 

*23.2

 

Consent of KPMG LLP (UK), independent registered public accounting firm.

 

 

 

*23.3

 

Consent of KPMG LLP (US), independent registered public accounting firm.

 

 

 

*24.1

  

Power of Attorney (set forth on the signature page of this Registration Statement).

 

*

Filed herewith.

 


 

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 Rolling Meadows, State of Illinois on the 24th day of March, 2020.

 

 

 

CAMBIUM NETWORKS CORPORATION

 

 

By

 

/s/ Atul Bhatnagar

Name

 

Atul Bhatnagar

Title

 

President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Atul Bhatnagar, Stephen Cumming and Sally Rau, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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 below by the following persons in the capacities and on the dates indicated.

 

 

 

 

 

Signature

  

Title

Date

 

 

 

/s/ Atul Bhatnagar

Atul Bhatnagar

  

President and Chief Executive Officer

(Principal Executive Officer)

March 24, 2020

 

  

 

 

 

 

 

 

/s/ Stephen Cumming

Stephen Cumming

 

Chief Financial Officer

(Principal Financial Officer)

 

March 24, 2020

 

 

 

 

/s/ Marc Nelson

Marc Nelson

  

Principal Accounting Officer

 

March 24, 2020

 

  

 

 

 

 

 

 

/s/ Robert Amen

Robert Amen

 

Chairman of the Board

 

 

March 24, 2020

 

 

 

/s/ Alexander R. Slusky

Alexander R. Slusky

 

Director

 

 

March 24, 2020

 

 

 

/s/ Bruce Felt

Bruce Felt

 

Director

 

 

March 24, 2020

 

 

 

/s/ Vikram Verma

Vikram Verma

 

Director

 

March 24, 2020