S-8

As filed with the Securities and Exchange Commission on January 6, 2016

Registration Statement No. 333-____________

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Bridgeline Digital, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-2263942
(State or other  jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

80 Blanchard Road

Burlington, MA 01803

(Address of principal executive offices)

—————————

Bridgeline Digital, Inc. Amended and Restated Stock Incentive Plan

(Full title of the plan)

—————————

Michael D. Prinn

Co-Chief Executive Officer and President

Chief Financial Officer

80 Blanchard Road

Burlington, MA 01803

(781) 376-5555

(Name, address, and telephone number of agent for service)

Copies of all communications to:

Daniele Ouellette Levy, Esq.

Morse, Barnes-Brown & Pendleton, P.C.

CityPoint, 230 Third St.

Waltham, Massachusetts 02451

(781) 622-5930

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer   ☐
Non-accelerated filer	☐	Smaller Reporting Company   √
(do not check if a smaller reporting company)

—————————

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
Common stock, $0.001 par value	398,267 shares (2)	$1.025 (3)	$408,223.68		$41.11
Common stock, $0.001 par value	71,733 shares (4)	$1.15 (5)	$82,492.95		$8.31
Total	470,000 shares				$49.42

———————

(1)	Plus such indeterminate number of shares of Common Stock of the Registrant as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933 (the “Securities Act”).
(2)	Represents shares of common stock issuable upon exercise of stock options available for grant pursuant to the Bridgeline Digital, Inc. Amended and Restated Stock Incentive Plan.
(3)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h)(1) under the Securities Act, using the average of the high and low sales price as reported on the Nasdaq Capital Market on January 4, 2016.
(4)	Represents shares of common stock issuable upon exercise of stock options granted pursuant to the Bridgeline Digital, Inc. Amended and Restated Stock Incentive Plan.
(5)	Calculated pursuant to Rule 457(h)(1) under the Securities Act based on the weighted average exercise price per share of such options outstanding under the Bridgeline Digital, Inc. Amended and Restated Stock Incentive Plan.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 470,000 shares of Bridgeline Digital, Inc. common stock to be issued pursuant to the Bridgeline Digital, Inc. Amended and Restated Stock Incentive Plan (the “Plan”). These shares are in addition to the aggregate of 778,800 shares of common stock registered under the Plan pursuant to the Registration Statements on Form S-8, File No. 333-170819 filed on November 24, 2010, File No. 333-181677 filed on May 25, 2012 and File No. 333-188854 filed on May 24, 2013.

The contents of our Registration Statements on Form S-8, File No. 333-170819, File No. 333-181677 and File No. 333-188854, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

The exhibits filed as part of this Registration Statement are as follows:

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation of Bridgeline Digital, Inc., as amended (incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q filed with the Commission on May 15, 2013).
4.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 5, 2015).
4.3	Amended and Restated By-laws of Bridgeline Digital, Inc. (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q filed with the Commission on February 17, 2015).
4.3	Amended and Restated Stock Incentive Plan (incorporated by reference to Appendix B of the Company’s Proxy Statement filed with the Commission on August 18, 2015).
5.1*	Legal Opinion of Morse, Barnes-Brown & Pendleton, P.C.
23.1*	Consent of Marcum LLP
23.2	Consent of Morse, Barnes-Brown & Pendleton, P.C. (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page)

* 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 caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Burlington, Massachusetts, on this 6^th day of January 2016.

Bridgeline Digital, Inc.
By:	/s/ Michael D. Prinn
	Michael D. Prinn
	Co-Chief Executive Officer and President
	Chief Financial Officer
	(Co-Principal Executive Officer and Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Roger Kahn and Michael D. Prinn, and each of them acting individually, his true and lawful attorney-in-fact and agent 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 filed pursuant to Rule 462, or otherwise) of and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each such attorney-in-fact and agent, or his substitutes, 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, to all intents and purposes and as fully as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his 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 by the following persons in the capacities indicated as of January 6, 2016.

Signature	Date	Title
/s/Roger Kahn	January 6, 2016	Co-Chief Executive Officer and President
Roger Kahn		(Co-Principal Executive Officer)
/s/Michael D. Prinn	January 6, 2016	Co-Chief Executive Officer and President
Michael D. Prinn		Chief Financial Officer
		(Co-Principal Executive Officer; Principal Financial and Accounting Officer)
/s/Kenneth Galaznik	January 6, 2016	Director
Kenneth Galaznik
/s/Joni Kahn	January 6, 2016	Director
Joni Kahn
/s/Scott Landers	January 6, 2016	Director
Scott Landers
/s/Michael Taglich	January 6, 2016	Director
Michael Taglich

 INDEX TO EXHIBITS

Exhibit Number	Description
5.1*	Legal Opinion of Morse, Barnes-Brown & Pendleton, P.C.
23.1*	Consent of Marcum LLP
23.2	Consent of Morse, Barnes-Brown & Pendleton, P.C. (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page)

* Filed herewith.

EX-5.1

Exhibit 5.1

 

January 6, 2016

Bridgeline Digital, Inc.

80 Blanchard Road

Burlington, Massachusetts 01803

Re: S-8 Registration Statement

Dear Ladies and Gentlemen:

We are familiar with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Bridgeline Digital, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering by the Company of up to 470,000 shares (the “Shares”) of its common stock, $.001 par value, issuable under the Bridgeline Digital, Inc. Amended and Restated Stock Incentive Plan (the “Plan”).

In arriving at the opinion expressed below, we have examined and relied on the Certificate of Incorporation of the Company, as amended to date, the by-laws of the Company, as amended to date, the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company, the Registration Statement, and the Plan.

In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such examination of law, as we have deemed appropriate as a basis for the opinion expressed below.

We assume that all Shares to be granted or issued upon exercise of options or other awards duly granted or to be granted pursuant to the Plan will be issued in accordance with the applicable terms of the Plan and that the purchase price of the Shares, or the value of other consideration received or to be received by the Company for the Shares, will be valid consideration.

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and delivered upon the exercise of options or pursuant to other awards granted pursuant to the Plan and against the receipt of the purchase price or other consideration therefor, will be legally issued, fully paid and nonassessable.

This opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

We are qualified as lawyers only in the Commonwealth of Massachusetts. Our opinions expressed in this letter are limited to matters governed by the federal laws of the United States of America, the laws of the Commonwealth of Massachusetts, and the statutory provisions of the General Corporation Law of the State of Delaware (as opposed to decisions of the courts interpreting such statutes).

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the reference to our firm under the caption, “Interests of Named Experts and Counsel.”  In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Morse, Barnes-Brown & Pendleton, P.C.
By:	/s/Joseph C. Marrow
	Joseph C. Marrow

EX-23.1

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of Bridgeline Digital, Inc. on Form S-8 of our report dated December 24, 2015, with respect to our audits of the consolidated financial statements of Bridgeline Digital, Inc. as of September 30, 2015 and 2014 and for the years then ended appearing in the Annual Report on Form 10-K of Bridgeline Digital, Inc. for the year ended September 30, 2015.

/s/ Macum LLP

Marcum llp

Boston, Massachusetts

January 6, 2016