As filed with the Securities and Exchange Commission on September 18, 2023
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
(Full title of the plan)
Michael A. Sherrick
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 | ¨ | |
| 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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Information Services Group, Inc. (the “Registrant”) for the purpose of registering an additional 1,900,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), issuable under the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan (the “Incentive Plan”) pursuant to the share recycling provisions set forth in Section 3 thereof. There has been no change in the number of shares reserved for issuance under the Incentive Plan.
In accordance with General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8 of the Registrant filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2008 (Registration No. 333-149950), August 13, 2010 (Registration No. 333-168848), May 22, 2014 (Registration No. 333-196193), May 17, 2017 (Registration No. 333-218061) and May 11, 2020 (Registration No. 333-238177), including any amendments thereto or filings incorporated therein, are incorporated herein by this reference to the extent not replaced hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the Incentive Plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:
| · | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 10, 2023 (the “Annual Report”); | |
| · | The portions of the Registrant’s Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting of Stockholders, filed with the Commission on March 15, 2023, that are incorporated by reference into the Annual Report; | |
| · | The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, filed with the Commission on May 9, 2023 and August 8, 2023, respectively; | |
| · | The Registrant’s Current Reports on Form 8-K filed with the Commission on February 23, 2023, March 21, 2023, April 28, 2023 and June 23, 2023 (except that, with respect to each of the foregoing Current Reports on Form 8-K, any portions thereof which are furnished and not filed shall not be deemed incorporated by reference into this Registration Statement); and | |
| · | The description of the Registrant’s Common Stock incorporated by reference to Exhibit 4.2 to the Annual Report, and as amended by any subsequent amendment or any report filed for the purpose of updating such description. |
The Registrant also incorporates by reference into this Registration Statement all information contained in additional documents (other than portions of the documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and exhibits furnished on such form that relate to such items, unless otherwise indicated therein) that it files with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded 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 such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. You should not assume that the information in this Registration Statement or in the documents incorporated by reference is accurate as of any date other than the date of this Registration Statement or those documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to section 145 of the Delaware General Corporation Law (the “DGCL”), a corporation has the power to indemnify a party to any threatened, pending or completed legal proceeding by reason of his or her service on behalf of a corporation. The DGCL further mandates that indemnification shall be made to any such person who has been successful “on the merits” or “otherwise” with respect to the defense of any such proceeding, but does not require indemnification in any other circumstances. The DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person has acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances. A corporation may advance the expenses incurred in defending such a proceeding upon the giving of an undertaking, or promise, to repay such sums in the event it is later determined that such indemnitee is not entitled to be indemnified.
The Registrant’s amended and restated certificate of incorporation provides that the Registrant shall indemnify to the fullest extent permitted by section 145 of the DGCL each person that such section grants the Registrant the power to indemnify and shall advance expenses incurred by an indemnified person in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such indemnified person may be entitled to indemnification.
The Registrant also maintains insurance for its directors and officers against certain liabilities, including liabilities under the Securities Act. The effect of this insurance is to indemnify any director or officer of the Registrant against expenses, including, without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement, incurred by a director or officer upon a determination that such person acted in good faith. The premiums for such insurance are paid by the Registrant.
Under separate indemnification agreements with the Registrant, each director and certain officers of the Registrant are indemnified against certain liabilities relating to his or her position as a director or officer of the Registrant, to the fullest extent permitted under applicable law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
*Filed herewith.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) 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 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) 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; and
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 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 the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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.
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 18th day of September, 2023.
| INFORMATION SERVICES GROUP, INC. | |||
| By: | /s/ Michael A. Sherrick | ||
| Michael A. Sherrick | |||
| Executive Vice President and Chief Financial Officer (principal financial officer) | |||
Each person whose signature appears below hereby constitutes and appoints Michael P. Connors and Michael A. Sherrick, and each of them severally, acting alone and without the other, as 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 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the SEC under the Securities Act of 1933, as amended, 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, as amended, 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) | September 18, 2023 | ||
| Michael P. Connors | ||||
| /s/ Michael A. Sherrick | Executive Vice President and Chief Financial Officer (principal financial and accounting officer) | September 18, 2023 | ||
| Michael A. Sherrick | ||||
| /s/ Neil G. Budnick | Director | September 18, 2023 | ||
| Neil G. Budnick | ||||
| /s/ Gerald S. Hobbs | Director | September 18, 2023 | ||
| Gerald S. Hobbs | ||||
| /s/ Kalpana Raina | Director | September 18, 2023 | ||
| Kalpana Raina | ||||
| /s/ Donald C. Waite III | Director | September 18, 2023 | ||
| Donald C. Waite III | ||||
| /s/ Christine Putur | Director | September 18, 2023 | ||
| Christine Putur | ||||
| /s/ Bruce N. Pfau | Director | September 18, 2023 | ||
| Bruce N. Pfau |
Exhibit 5.1
Opinion of Katten Muchin Rosenman LLP, the legal counsel to the Company
September 18, 2023
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 up to an additional 1,900,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable under the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan (the “Incentive Plan”) pursuant to the share recycling provisions set forth in Section 3 thereof. 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 an executed copy of a certificate of Michael A. Sherrick, Executive Vice President and Chief Financial Officer of the Company, dated of even date herewith (the “Officer’s Certificate”). We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:
1. A copy of the Amended and Restated Certificate of Incorporation of the Company, as certified by the Secretary of State of the State of Delaware on September 15, 2023;
2.A copy of the Amended and Restated Bylaws of the Company (including all amendments thereto), as certified by the Officer’s Certificate;
3. Records of proceedings and actions of the Board of Directors, committees thereof and stockholders of the Company relating to the Incentive Plan, as certified by the Officer’s Certificate;
4. A copy of the Incentive Plan, as certified by the Officer’s Certificate; 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) the Shares were previously withheld to pay tax withholding obligations and remain available for further award under the Incentive Plan, (ii) any and all agreements related to the issuance of the Shares under the Incentive Plan will conform to the terms and conditions of the Incentive Plan and will have been duly executed and delivered by the Company and, as applicable, the recipients of the Shares, (iii) the Committee (as defined in the Incentive Plan) will have approved the issuance of awards of the Shares pursuant to the Incentive Plan, and (iv) 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 Incentive 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 10, 2023 relating to the financial statements, financial statement schedule 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, 2022.
/s/ PricewaterhouseCoopers LLP
New York, New York
September 18, 2023
Exhibit 107
Form S-8
(Form Type)
Information Services Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
|
Security Type |
Security Class |
Fee Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration |
| Equity | Common Stock, $0.001 par value per share | Rule 457(c) and Rule 457(h) | 1,900,000(2) | $4.74(3) | $9,006,000(3) | $110.20 per $1,000,000 | $992.46 |
| Total Offering Amounts | $9,006,000 | $992.46 | |||||
| Total Fee Offsets | $- | ||||||
| Net Fee Due | $992.46 | ||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), that may become issuable under the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan (the “Incentive Plan”) in respect of the securities identified in the table above by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Common Stock. |
| (2) | Represents an additional 1,900,000 shares of the Registrant’s Common Stock issuable under the Incentive Plan pursuant to the share recycling provisions set forth in Section 3 thereof. There has been no change in the number of shares reserved for issuance under the Incentive Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee. Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act based on the average of the high and low prices per share of the Registrant’s Common Stock as reported on The Nasdaq Global Market on September 12, 2023, which was $4.74. |