Form S-8



As filed with the Securities and Exchange Commission on February 13, 2014
		File No. 333-
United States SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM S-8
REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933
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TEXTURA CORPORATION
(Exact name of Registrant as specified in its charter)
______________________________________
Delaware	26-1212370
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)
1405 Lake Cook Road
Deerfield, IL 60015
(Address of principal executive offices, including zip code)
______________________________________

Textura Corporation Employee Stock Purchase Plan
(Full title of the plan)

Patrick J. Allin
Chief Executive Officer Textura Corporation
1405 Lake Cook Road
Deerfield, IL 60015
(847) 457-6500
(Name, address, 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filed” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company)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 per share:		1,000,000	$26.72(2)	$26,720,000	$3,441.54
(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover additional shares of the Registrant’s Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of the Registrant.
(2)	Estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $26.72, the average of the high and low sale prices per share of common stock as reported on the New York Stock Exchange on February 6, 2013.

The documents containing the information required by Part I of Form S-8 will be sent or given to employees or others as specified in Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.

In addition, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part thereof from the date of filing of such document.

In addition, the Registrant’s restated certificate of incorporation, as amended, and amended and restated bylaws provide that the Registrant shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the Registrant) by reason of the fact that such person is or was a director or officer of the Registrant, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such

person’s conduct was unlawful. The Registrant shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Registrant against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s restated certificate of incorporation, as amended, eliminates, to the fullest extent permitted by law, personal liability of a director of the Registrant to the Registrant or any of its stockholders for monetary damages for breach of fiduciary duty as a director except (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

The Registrant’s amended and restated bylaws provide that the Registrant may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Registrant would have the power or the obligation to indemnify such person against such liability under the provisions of the Registrant’s amended and restated bylaws.

The Registrant has entered into indemnification agreements with its directors and executive officers. These indemnification agreements provide for the maximum indemnity allowed to directors and executive officers by applicable law and also provide for certain additional procedural protections.

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post‑effective amendment by those paragraphs is contained in 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 this Registration Statement.

2. 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 this 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 be the initial bona fide offering thereof.

3. 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 provisions of the Registrant’s articles of incorporation or bylaws, 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.

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Deerfield, State of Illinois, on February 13, 2014.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Patrick J. Allin and Jillian Sheehan, and each of them, as such person’s true and lawful attorney in fact and agent with full power of substitution, for such person in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney in fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney in fact, proxy and agent, or such person’s substitute, may lawfully do or cause to be done by virtue hereof.



	Signature		Title		Date

/s/ Patrick J. Allin Patrick J. Allin		Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)		February 13, 2014

/s/ Jillian Sheehan Jillian Sheehan		Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)		February 13, 2014

/s/ Gregory J. Besio Gregory J. Besio		Director		February 13, 2014

/s/ Matthew J. Botica Matthew J. Botica		Director		February 13, 2014

/s/ Edward K. Chandler Edward K. Chandler		Director		February 13, 2014

/s/ David Habiger David Habiger		Director		February 13, 2014

/s/ R. Michael Murray, Jr. R. Michael Murray, Jr.		Director		February 13, 2014

/s/ General Peter Pace General Peter Pace		Director		February 13, 2014

/s/ David G. Patterson David G. Patterson		Director		February 13, 2014

/s/ Robert P. Wayman Robert P. Wayman		Director		February 13, 2014



Exhibit No.	Description
4.1	Restated Certificate of Incorporation of Textura Corporation (incorporated by reference to Exhibit 3.1 to Textura Corporation’s Registration Statement on Form S-1/A (File No. 333-187745), filed on June 5, 2013)
4.2	Amendment to Certificate of Incorporation of Textura Corporation (incorporated by reference to Exhibit 3.3 to Textura Corporation’s Registration Statement on Form S-1/A (File No. 333-187745), filed on May 28, 2013)
4.3	Amended and Restated Bylaws of Textura Corporation (incorporated by reference to Exhibit 3.4 to Textura Corporation’s Registration Statement on Form S-1/A (File No. 333-187745), filed on April 26, 2013)
4.4	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Textura Corporation’s Registration Statement on Form S-1/A (File No. 333-187745), filed on May 28, 2013)
4.5	Textura Corporation Employee Stock Purchase Plan (incorporated by reference to Annex A to Textura Corporation’s Definitive Proxy Statement on Schedule 14A, filed on January 3, 2014)
5.1	Opinion of Mayer Brown LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.3	Consent of Mayer Brown LLP (included in exhibit 5.1)
24.1	Power of Attorney (included on signature page to this Registration Statement)



Large accelerated filer o	Accelerated filer o	Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company o


(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013, filed with the Commission on November 26, 2013;


(b)	The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2013, filed with the Commission on February 13, 2014;


(c)	The Registrant’s Current Reports on Form 8-K filed with the Commission on October 8, 2013, November 18, 2013 (only with respect to Item 1.01), December 6, 2013 (only with respect to Item 2.01), and February 5, 2014 and on Form 8-K/A filed with the Commission on November 25, 2013; and


(d)	The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-35956) filed with the Commission on June 5, 2013, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.


(a)	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 this 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 this Registration Statement;


(iii)	To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;


(b)	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.


(c)	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.



	TEXTURA CORPORATION
	By:	/s/ Patrick J. Allin
	Name:	Patrick J. Allin
	Title:	Chief Executive Officer