As filed with the Securities and Exchange Commission on May 11, 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
INFORMATION SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 20-5261587 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
2187 Atlantic Street Stamford, CT |
06902 | |
(Address of Principal Executive Offices) | (Zip Code) |
Information Services Group, Inc. Amended
and Restated 2007 Equity and Incentive Award Plan
Information Services Group, Inc. Amended and Restated 2007 Employee Stock Purchase Plan
(Full Title of the plan)
David E. Berger
Executive Vice President and Chief Financial Officer
Information Services Group, Inc.
2187 Atlantic Street
Stamford, CT 06902
(Name and address of agent for service)
(203) 517-3100
(Telephone number, including area code, of agent for service)
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 | x | |
Non-accelerated filer | ¨ | Smaller reporting company | x | |
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 Share (2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, $0.001 par value | 6,700,000 | $2.37 | $15,879,000 | $2,061.09 |
(1) | This registration statement registers (a) 5,500,000 additional securities issuable pursuant to the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan (the “Incentive Plan”), the other securities issuable under which are registered under a previously filed registration statement on Form S-8 and (b) 1,200,000 additional securities issuable pursuant to the Information Services Group, Inc. Amended and Restated 2007 Employee Stock Purchase Plan (the “ESPP” and together with the Incentive Plan, the “Plans”), the other securities issuable under which are registered under a previously filed registration statement on Form S-8. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement also covers an indeterminate number of additional shares of the registrant’s common stock which may be issued under the adjustment provisions of the Plans. |
(2) | Based upon the average of the high and low prices per share of common stock of the registrant on May 7, 2020, as reported by the NASDAQ Global Market, solely for the purpose of calculating the registration fee. The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act. |
Introduction
This Registration Statement on Form S-8 (the “Registration Statement”) registers additional securities of the same class as other securities for which registration statements on Form S-8 relating to the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan and Information Services Group, Inc. Amended and Restated 2007 Employee Stock Purchase Plan are effective. In accordance with General Instruction E to Form S-8, Information Services Group, Inc. (the “Company”) incorporates by reference the contents of the Company’s registration statements on Form S-8, Registration File No. 333-149950, filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2008, Registration File No. 333-168848 filed with the Commission on August 13, 2010, Registration File No. 333-196193 filed with the Commission on May 22, 2014 and Registration File No. 333-218061 filed with the Commission on May 17, 2017.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
For a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.
INDEX TO EXHIBITS
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 Stamford, State of Connecticut, on this 11th day of May, 2020.
INFORMATION SERVICES GROUP, INC. | ||
By: | /s/ David E. Berger | |
David E. Berger | ||
Executive
Vice President and Chief Financial Officer (principal financial officer) |
Each person whose signature appears below hereby constitutes and appoints Michael P. Connors and David E. Berger, and each of them severally, acting alone and without the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign on his or her behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Titles | Date | ||
/s/Michael P. Connors | Chairman and Chief Executive Officer (principal executive officer) | May 11, 2020 | ||
Michael P. Connors | ||||
/s/David E. Berger | Executive Vice President and Chief Financial Officer (principal financial and accounting officer) | May 11, 2020 | ||
David E. Berger | ||||
/s/Neil G. Budnick | Director | May 11, 2020 | ||
Neil G. Budnick | ||||
/s/Gerald S. Hobbs | Director | May 11, 2020 | ||
Gerald S. Hobbs | ||||
/s/ Bruce N. Pfau | Director | May 11, 2020 | ||
Bruce N. Pfau | ||||
/s/ Christine Putur | Director | May 11, 2020 | ||
Christine Putur | ||||
/s/ Kalpana Raina | Director | May 11, 2020 | ||
Kalpana Raina | ||||
/s/ Donald C. Waite | Director | May 11, 2020 | ||
Donald C. Waite |
Exhibit 5.1
Opinion of Katten Muchin Rosenman LLP, the legal counsel to the Company
May 11, 2020
Information Services Group, Inc.
2187 Atlantic Street
Stamford, CT 06902
Ladies and Gentlemen:
We have acted as counsel to Information Services Group, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of the issuance and sale by the Company of (i) up to an additional 5,500,000 shares (the “Incentive Plan Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), pursuant to the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan (the “Incentive Plan”), and (ii) up to an additional 1,200,000 shares (the “ESPP Shares” and together with the Incentive Plan Shares, the “Shares”) of the Company’s Common Stock pursuant to the Information Services Group, Inc. Amended and Restated 2007 Employee Stock Purchase Plan (the “ESPP” and together with the Incentive Plan, the “Plans”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have relied as to matters of fact, without investigation, upon certificates of public officials and others and upon affidavits, certificates and written statements of officers of the Company. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:
1. | The Amended and Restated Certificate of Incorporation of the Company; |
2. | The Amended and Restated Bylaws of the Company (including all amendments thereto); |
3. | Records of proceedings and actions of the Board of Directors, committees thereof and stockholders of the Company relating to the Plans; |
4. | The Plans; and |
5. | Such other instruments, documents, statements and records of the Company and others as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion. |
In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such documents, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. We have also assumed that, at the time of issuance of the Shares, (i) any and all agreements related to the issuance of the Shares under either Plan will conform to the terms and conditions of such Plan, as applicable, and will have been duly executed and delivered by the Company and, as applicable, the recipients of the Shares, (ii) the Committee (as defined in the applicable Plan) will have approved the issuance of awards of the Shares pursuant to the applicable Plan, and (iii) any cash consideration payable to the Company in connection with any issuance of the Shares will not be less than the par value per share of the Common Stock.
Based upon and subject to the foregoing, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company, and when (i) the Shares are issued and delivered by the Company and (to the extent applicable) paid for in accordance with the terms of the applicable Plan and the relevant award agreements, and (ii) certificates representing the Shares in the form of the specimen certificates examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock or registered and issued electronically by such transfer agent and registrar for the Common Stock, the Shares will be validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, and we do not express any opinion concerning any other laws. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours, |
/s/ Katten Muchin Rosenman LLP |
KATTEN MUCHIN ROSENMAN LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Information Services Group, Inc. of our report dated March 11, 2020 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Information Services Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.
/s/ PricewaterhouseCoopers LLP
Stamford, Connecticut
May 11, 2020