Securities Registration: Employee Benefit Plan (s-8)
26 Juillet 2022 - 10:54PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bioceres
Crop Solutions Corp.
(Exact name of registrant as specified in its charter)
Cayman
Islands
(State or other jurisdiction of
incorporation or organization) |
N/A
(I.R.S. Employer
Identification No.) |
Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
(Address of principal executive offices) (Zip code)
2013 Stock Incentive Plan
(Full title of the plans)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name and address of agent for service) (Telephone
number, including area code, of agent for service)
Copies
to:
Matthew
S. Poulter, Esq.
Pierre-Emmanuel Perais, Esq.
Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
Phone: (212) 903-9000
Fax: (212) 903-9100 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 |
¨ |
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Accelerated filer |
x |
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Non-accelerated filer |
¨ |
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Smaller reporting company |
¨ |
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Emerging growth company |
x |
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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 information
specified in Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of
Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the
information specified in Part I of Form S-8 will be delivered to the participant in the plans covered by this Registration
Statement as specified by Rule 428(b)(1) under 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 with the U.S. Securities and Exchange Commission (the “Commission”) by Bioceres Crop Solutions Corp.
(the “Registrant”), are hereby incorporated by reference into this Registration Statement:
(a) the Registrant’s Annual Report on Form 20-F (File No. 001-38836) for the fiscal year ended June 30, 2021 filed with the Commission on October 29, 2021;
(b) the
Registrant’s Report on Form 6-K filed with the Commission on September 30, 2021, including exhibit 99.1 thereto; the
Registrant’s Report on Form 6-K filed with the Commission on November 30, 2021, including exhibit 99.1 thereto; the Registrant’s
Report on Form 6-K filed with the Commission on February 25, 2022, including exhibits 99.1 and 101 thereto; the Registrant’s
Report on Form 6-K filed with the Commission on April 29, 2022, including exhibit 99.1 thereto; the Registrant’s Report
on Form 6-K filed with the Commission on May 27, 2022, including exhibit 99.1 thereto; and the Registrant’s Report on
Form 6-K filed with the Commission on July 12, 2022, including exhibit 99.1 thereto; and
(c) the
description of the Registrant’s ordinary shares contained in the Registrant’s Registration Statement on Form F-3 filed with the Commission on October 30, 2020 (File No. 333-249770) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including any amendment or report filed for the purpose of updating such description.
All other reports and documents
subsequently filed (but not furnished) by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on
or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which deregisters all such 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 reports and documents.
Any statement contained
in this Registration Statement, in an amendment hereto or 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 subsequently filed amendment to this Registration Statement or in any document that 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.
Under no circumstances shall
any information subsequently furnished on Form 6-K be deemed incorporated herein by reference unless such Form 6-K expressly
provides to the contrary.
Item
4. | Description
of Securities. |
Not applicable.
Item
5. | Interests
of Named Experts and Counsel. |
Not applicable.
Item
6. | Indemnification
of Directors and Officers. |
Cayman Islands law does
not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except
to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against
civil fraud or the consequences of committing a crime.
The Registrant’s articles
of association (“Articles”) provide that each director or officer of the Registrant shall be indemnified out of the assets
of the Registrant against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever
which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability
(if any) that they may incur by reason of their own actual fraud or willful default. No such person shall be liable to the Registrant
for any loss or damage incurred by the Registrant as a result (whether direct or indirect) of the carrying out of their functions unless
that liability arises through the actual fraud or willful default of such person. No person shall be found to have committed actual fraud
or willful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.
Also, the Registrant currently
maintains director’s and officer’s liability insurance covering its directors and officers with respect to general civil
liability, including liabilities under the Securities Act, which he or she may incur in his or her capacity as such. The Registrant entered
into indemnification agreements with each of its directors and executive officers. These agreements generally provide that the relevant
director or officer will be indemnified by the Registrant to the fullest extent permitted by law against liability and against all expenses
reasonably.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing
provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item
7. | Exemption
From Registration Claimed. |
Not applicable.
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Incorporated by Reference |
Exhibit No. |
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Document |
4.1 |
** |
Amended and Restated Memorandum and Articles of Association of Bioceres Crop Solutions Corp. (Incorporated by reference to Exhibit 3.1 to Amendment No.1 to the Registrant’s registration statement on Form F-1 (File No. 333-231883), filed with the SEC on July 12, 2019) |
4.2 |
** |
Certificate of Name Change (Incorporated by reference to Exhibit 1.2 to the Registrant’s Shell Company Report on Form 20-F (File No. 001-38836), filed with the SEC on March 14, 2019) |
4.3 |
** |
Share Exchange Agreement, dated as of November 8, 2018, by and among Union Acquisition Corp., Joseph J. Schena, in his capacity as the Pre-Closing Union Representative, and Bioceres, Inc. (Incorporated by reference to Exhibit 2.1 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on November 8, 2018) |
4.4 |
** |
Amendment to the Share Exchange Agreement, dated as of December 19, 2018 (Incorporated by reference to Exhibit 10.1 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on December 20, 2018) |
4.5 |
** |
Rizobacter Call Option Agreement, dated as of October 22, 2018 (Incorporated by reference to Exhibit 10.1 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on November 13, 2018) |
4.6 |
** |
Share Transfer Agreement (Incorporated by reference to Exhibit 10.2 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on March 14, 2019) |
4.7 |
** |
Rizobacter Shareholders’ Agreement, dated March 5, 2019, among Bioceres LLC, Pedro Enrique Mac Mullen, María Marta Mac Mullen and International Property Services Corp. (Incorporated by reference to Exhibit 2.4 to the Registrant’s Annual Report on Form 20-F (File No. 001-38836), filed with the SEC on October 24, 2019) |
4.8 |
** |
Shareholders’ Agreement, dated as of March 14, 2019, by and among Bioceres Crop Solutions Corp., Bioceres LLC and the shareholders named therein (Incorporated by reference to Exhibit 4.11 to the Registrant’s registration statement on Form F-3 (File No. 333-237496), filed with the SEC on March 31, 2020) |
4.9 |
** |
Amended and Restated Registration Rights Agreement, dated as of March 14, 2019, by and among Bioceres Crop Solutions Corp. and the Investors named therein (Incorporated by reference to Exhibit 4.5 to the Registrant’s Shell Company Report on Form 20-F (File No. 001-38836), filed with the SEC on March 14, 2019) |
4.10 |
** |
Note Purchase Agreement, dated as of March 6, 2020, by and among Bioceres Crop Solutions Corp., as borrower, the purchasers party thereto and Solel Partners LP, as collateral agent (Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 6-K (File No. 001-38836), filed with the SEC on March 9, 2020) |
4.11 |
** |
Registration Rights Agreement, dated as of March 6, 2020 (as amended, restated supplemented or otherwise modified from time to time in accordance with the terms hereof) by and among Bioceres Crop Solutions Corp. and each purchaser named therein (Incorporated by reference to Exhibit 4.19 to the Registrant’s registration statement on Form F-3 (File No. 333-237496), filed with the SEC on March 31, 2020) |
5.1 |
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Opinion of Maples and Calder (Cayman) LLP |
23.1 |
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Consent of Price Waterhouse & Co. S.R.L. |
23.2 |
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Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1). |
99.1 |
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2013 Stock Incentive Plan |
107 |
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Filing Fee Table |
** Previously filed.
(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; 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 periodic reports filed with or furnished to the Commission by the Registrant 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; 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 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 therein,
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 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, 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 Rosario, Argentina, on this 26th day of July, 2022.
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Bioceres Crop Solutions Corp. |
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By: |
/s/ Federico Trucco |
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Name: Federico Trucco |
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Title: Chief Executive Officer and Executive Director |
POWER OF ATTORNEY
We, the undersigned directors
and officers of Bioceres Crop Solutions Corp., hereby severally constitute and appoint Federico Trucco and Gloria Montaron Estrada each
of them singly, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him/her
and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and any subsequent registration statements pursuant to Rule 462 of the United States Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his/her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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 |
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Title |
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Date |
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/s/ Federico Trucco |
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Chief Executive Officer and Executive Director |
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July 26, 2022 |
Federico Trucco |
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/s/ Enrique Lopez Lecube |
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Chief Financial Officer and Executive Director |
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July 26, 2022 |
Enrique Lopez Lecube |
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/s/ Gloria Montaron Estrada |
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Executive Director |
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July 26, 2022 |
Gloria Montaron Estrada |
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/s/ Carlos Camargo de Colon |
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Non-Executive Director |
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July 26, 2022 |
Carlos Camargo de Colón |
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/s/ Natalia Zang |
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Non-Executive Director |
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July 26, 2022 |
Natalia Zang |
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/s/ Ari Freisinger |
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Non-Executive Director |
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July 26, 2022 |
Ari Freisinger |
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/s/ Kyle P. Bransfield |
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Non-Executive Director |
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July 26, 2022 |
Kyle P. Bransfield |
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/s/ Fabian A. Onetti |
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Non-Executive Director |
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July 26, 2022 |
Fabian A. Onetti |
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/s/ Yogesh Mago |
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Non-Executive Director |
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July 26, 2022 |
Yogesh Mago |
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/s/ Keith McGovern |
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Non-Executive
Director |
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July 26,
2022 |
Keith
McGovern |
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SIGNATURE
OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Bioceres Crop Solutions Corp., has signed this registration
statement on this 26th day of July, 2022.
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COGENCY GLOBAL INC. |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President on behalf of Cogency Global Inc. |
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