Securities Registration: Employee Benefit Plan (s-8)
26 April 2022 - 10:33PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 26, 2022
Registration
No. 333-
united
states
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JAMF
HOLDING CORP.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
100
Washington Ave S, Suite 1100
Minneapolis,
MN
(Address
of Principal Executive Offices) |
|
82-3031543
(I.R.S. Employer Identification No.)
55401
(Zip
Code) |
Jamf
Holding Corp. Employee Stock Purchase Plan
(Full
title of the plan)
Dean
Hager
Chief
Executive Officer
100
Washington Ave S, Suite 1100
Minneapolis,
MN 55401
Telephone:
(612) 605-6625
(Name,
address and telephone number, including area code, of agent for service)
Copies
to:
Robert
M. Hayward, P.C.
Robert
E. Goedert, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
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 |
x |
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. ¨
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I will be delivered in accordance with Rule 428(b) under the Securities
Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities
and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of the Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item
2. | Registrant
Information and Employee Plan Annual Information. |
The
written statement required by Item 2 of Part I is included in documents that will be delivered to participants in the plan covered
by this Registration Statement pursuant to Rule 428(b) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. | Incorporation
of Documents by Reference. |
The
following documents, which have been filed by Jamf Holding Corp. (the “Company”) with the Commission, are incorporated in
this Registration Statement by reference:
(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 1, 2022;
(b) the
information specifically incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 from the Company’s definitive proxy statement for its 2022 Annual Meeting of Shareholders filed with the Commission on April 12, 2022;
(c) the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2022; and
(d) The
description of the Company’s common stock, par value $0.001 per share (“Common Stock”), contained in the
Company’s Registration Statement on Form 8-A filed with the Commission on July 21, 2020, pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by
Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and any
amendments or reports filed for the purpose of updating such decsription.
All
reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
(other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included
with such information that are related to such items) after the date of this Registration Statement, but prior to the filing of a post-effective
amendment 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 date of filing of such documents; provided,
however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission
shall not be deemed incorporated by reference into this Registration Statement.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein 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 document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
4. | Description
of Securities. |
Not
applicable.
Item
5. | Interests
of Named Experts and Counsel. |
Not
applicable.
Item
6. | Indemnification
of Directors and Officers. |
Section 102(b)(7) of
the Delaware General Corporation Law (the “DGCL”) allows a corporation to provide in its certificate of incorporation
that a director of the corporation will not be personally liable to the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged
in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in
violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides for this
limitation of liability.
Section 145
of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any person who was, is or is threatened
to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director,
employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent
of another corporation or enterprise. The indemnity may include 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, provided such
person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and,
with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation
may indemnify any persons who are, were or are a party to any threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval
if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which
such officer or director has actually and reasonably incurred.
Section 145
further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.
The
Company’s bylaws provide that it will indemnify its directors and officers to the fullest extent authorized by the DGCL and must
also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or
on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled
to be indemnified under this section or otherwise.
The
Company has entered into indemnification agreements with each of its executive officers and directors. The indemnification agreements
provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the
fullest extent permitted under the DGCL.
The
indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire
under any statute, provision of the Company’s certificate of incorporation or bylaws, agreement, vote of shareholders or disinterested
directors or otherwise.
The
Company maintains standard policies of insurance that provide coverage (1) to the Company’s directors and officers against
loss arising from claims made by reason of breach of duty or other wrongful act and (2) to the Company with respect to indemnification
payments that the Company may make to such directors and officers.
Item
7. | Exemption
from Registration Claimed. |
Not
applicable.
EXHIBIT INDEX
(a) The
undersigned Company hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to the 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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration Statement; and
(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 reports filed with or furnished to the Commission by the Company pursuant to Section 13
or Section 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.
(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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 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 herein, and the offering
of such securities at that time shall be deemed to be 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 Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 Company 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 Minneapolis, State of Minnesota, on April 26, 2022.
|
Jamf Holding Corp. |
|
|
|
|
By: |
/s/
Dean Hager |
|
|
Name: |
Dean Hager |
|
|
Title: |
Chief Executive Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints, jointly and severally, Ian Goodkind, Jeff Lendino and Jill Putman,
as his or her attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any 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 Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his
or her substitute or substitutes, may 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
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Dean Hager
Dean
Hager |
|
Chief
Executive Officer and Director
(Principal Executive Officer) |
|
April 26,
2022 |
/s/
Jill Putman
Jill
Putman |
|
Chief
Financial Officer
(Principal Financial Officer) |
|
April 26,
2022 |
/s/
Ian Goodkind
Ian
Goodkind |
|
Chief
Accounting Officer
(Principal Accounting Officer) |
|
April 26,
2022 |
/s/
David A Breach
David
A. Breach |
|
Director |
|
April 26,
2022 |
/s/
Andre Durand
Andre
Durand |
|
Director |
|
April 26,
2022 |
/s/
Michael Fosnaugh
Michael
Fosnaugh |
|
Director |
|
April 26,
2022 |
/s/
Virginia Gambale
Virginia
Gambale |
|
Director |
|
April 26,
2022 |
/s/
Charles Guan
Charles
Guan |
|
Director |
|
April 26,
2022 |
/s/
Kevin Klausmeyer
Kevin
Klausmeyer |
|
Director |
|
April 26,
2022 |
/s/
Vina Leite
Vina
Leite |
|
Director |
|
April 26,
2022 |
/s/
Christina Lema
Christina
Lema |
|
Director |
|
April 26,
2022 |
/s/
Martin Taylor
Martin
Taylor |
|
Director |
|
April 26,
2022 |
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