Securities Registration: Employee Benefit Plan (s-8)
26 Février 2013 - 3:58PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 26, 2013
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
___________________________
RAND WORLDWIDE, INC.
(Exact Name of Registrant as Specified
in Its Charter)
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Delaware
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81-1035353
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(State or Other Jurisdiction of Incorporation
or Organization)
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(I.R.S. Employer Identification Number)
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161 Worcester Road, Suite 401, Framingham,
Massachusetts 01701
(Address of Principal Executive Offices)
Rand Worldwide, Inc. Omnibus Equity Compensation
Plan
(Full Title of the Plan)
___________________________
Marc L. Dulude
Chief Executive
Officer
161 Worcester
Road Suite 401
Framingham,
Massachusetts 01701
508-663-1400
(Name, Address and Telephone Number of
Agent for Service)
___________________________
Copies to:
Michele Bresnick Walsh, Esquire
Gordon Feinblatt LLC
233 East Redwood Street
Baltimore, Maryland 21202
(410) 576-4216
___________________________
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CALCULATION OF REGISTRATION FEE
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Title of Shares to be Registered
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Amount to be
Registered (1)
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Proposed Maximum Offering Price Per Share (2)
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Proposed Maximum Aggregate Offering Price (2)
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Amount of Registration Fee
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Common Stock,
par value $.01 per share
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2,000,000
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$.85
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$1,700,000.00
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$231.88
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933,
this Registration Statement also covers an indeterminable number of additional shares of common stock that may become issuable
pursuant to terms designed to prevent dilution resulting from stock splits, stock dividends or similar events.
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(2)
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Estimated solely for purposes of determining the registration
fee. The proposed maximum offering price per share and the proposed maximum aggregate offering price have been computed pursuant
to Rule 457(h) under the Securities Act of 1933 based upon the average of the high and low sales prices of the common stock of
the registrant as reported on the OTC Bulletin Board on February 19, 2013, which was $.85 per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The documents containing information specified
in Part I of Form S-8 will be sent or given to employees as specified by Rule 428 under the Securities Act of 1933, as amended
(the “Securities Act”). Such documents need not be 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. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this registration statement,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents previously filed
with the Commission by Rand Worldwide, Inc. (the “Registrant”) pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), are, as of their respective dates, hereby incorporated by reference in this registration
statement:
(i) Annual Report on Form 10-K for the year ended June
30, 2012, filed on September 28, 2012 (which includes certain information contained in the Registrant’s definitive proxy
statement on Schedule 14A for the 2012 Annual Meeting of Stockholders, filed on October 3, 2012, and incorporated therein by reference);
(ii) Quarterly Report on Form 10-Q for the quarter ended
September 30, 2012, filed on November 14, 2012;
(iii) Quarterly Report on Form 10-Q for
the quarter ended December 31, 2012, filed on February 14, 2013; and
(iv) Description of the Common Stock which appears in
the Registrant’s Registration Statement on Form 8-A filed on September 11, 1996, or any description of the Common Stock that
appears in any prospectus forming a part of any subsequent registration statement of the Registrant or in any registration statement
filed pursuant to Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
In addition, all documents that the Registrant
files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior
to the termination of the offering of the securities to which this registration statement relates will automatically be deemed
to be incorporated by reference into this registration statement. In no event, however, will any of the information that is “furnished”
to the Commission from time to time by the Registrant in any Current Report on Form 8-K be incorporated by reference into, or otherwise
be included in, this registration statement. Any statement contained in a document incorporated or deemed to be incorporated by
reference in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained
in this registration statement or in a document subsequently filed 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.
The Registrant will promptly provide without
charge to each person to whom a prospectus is delivered a copy of any or all information that has been incorporated herein by reference
(not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated
by reference into such information) upon the written or oral request of such person. Written requests should be directed to: Rand
Worldwide, Inc., Corporate Secretary, 11201 Dolfield Boulevard, Suite 112, Owings Mills, Maryland 21117. Telephone requests should
be directed to the Corporate Secretary at (410) 581-8080.
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 145 of
the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), permits a corporation,
under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorney’s
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action,
suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents
of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action (
i.e.
, one by or in the right of the corporation),
indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good
faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers,
employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Article XI of the
Registrant’s Bylaws provides that the Registrant shall indemnify its directors and executive officers to the fullest extent
permitted by Section 145 of the DGCL and allows the Registrant to indemnify other officers, employees and agents as permitted by
Section 145 of the DGCL.
The Registrant is party to an indemnification
agreement with each of its directors and with Lawrence Rychlak, who serves as the Registrant’s President and Chief Financial
Officer. Under the indemnification agreements, the Registrant agreed to indemnify each indemnitee to the fullest extent permitted
by law against any liability arising out of the indemnitee’s performance of his or her duties to the Registrant. The indemnification
provided by the indemnification agreements is in addition to the indemnification required by the Registrant’s Bylaws and
applicable law. Among other things, each indemnification agreement indemnifies the indemnitee (and under certain circumstances,
investment funds affiliated with the indemnitee) against certain expenses (including reasonable attorneys’ fees) incurred
by the indemnitee in any action or proceeding, including any action by or in the right of the Registrant, arising out of the indemnitee’s
service to the Registrant or to any other entity to which the indemnitee provides services at the Registrant’s request. Further,
each indemnification agreement requires the Registrant to advance funds to the indemnitee to cover any expenses the indemnitee
incurs in connection with any proceeding against the indemnitee as to which the indemnitee could be indemnified.
Section 102(b)(7)
of the DGCL allows a corporation to limit the personal liability of its directors to the corporation or to its stockholders for
monetary damages for breach of a fiduciary duty, subject to certain exceptions. Article VI of the Registrant’s Restated Certificate
of Incorporation (the “Charter”) provides that no director will be personally liable to the Registrant or to its stockholders
for monetary damages resulting from a breach of his or her fiduciary duty as a director except (i) for any breach of the 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) under Section 174 of the DGCL, which makes directors liable for unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) for transactions from which the director derives an improper personal benefit. Article
VI provides further that if there is any amendment to the DGCL authorizing corporate action which further eliminates or limits
the personal liability of directors, then the liability of the Registrant’s directors shall be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended.
Article XI of the
Registrant’s Bylaws requires the Registrant to advance to any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a director or executive officer of the Registrant, or is or was serving at the request
of the Registrant as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, all expenses incurred by such person in connection with such proceeding upon receipt
of an undertaking by or on behalf of such person to repay such amounts if it should be determined ultimately that such person is
not entitled to be indemnified. However, the Bylaws generally prohibit the Registrant from advancing any amounts to a non-director
executive officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination
is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not
parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such
determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person
did not believe to be in or not opposed to the best interests of the Registrant.
The foregoing discussion is qualified in
its entirety by reference to the DGCL and the Registrant’s Charter and Bylaws.
The Registrant has a directors’ and
officers’ liability insurance policy.
Item 7. Exemption from Registration
Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed or furnished with this
registration statement are listed in the Exhibit Index that immediately follows the signatures hereto, which Exhibit Index is incorporated
herein by reference.
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 of 1933;
(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 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 of 1933, 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;
(4)–(5) Not applicable.
(6) That, for the purpose of determining liability of
the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf
of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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)-(g) Not required.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 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 Framingham, Commonwealth of Massachusetts, on this 26
th
day of February, 2013.
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RAND WORLDWIDE, INC.
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By:
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/s/ Marc L. Dulude
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Marc L. Dulude
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Chief Executive Officer
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(Principal Executive Officer)
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KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Marc L. Dulude and Lawrence Rychlak, and each of them (with
full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement, 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 or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their 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 as of the date indicated below.
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Signature
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Title
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Date
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By:
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/s/ Marc L. Dulude
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Director and Chief Executive Officer
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February 26, 2013
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Marc L. Dulude
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(Principal Executive Officer)
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By:
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/s/ Lawrence Rychlak
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President and Chief Financial Officer
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February 26, 2013
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Lawrence Rychlak
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(Principal Accounting Officer)
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By:
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/s/ Richard A. Charpie
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Chairman of the Board
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February 26, 2013
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Richard A. Charpie
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By:
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/s/ George M. Davis
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Director
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February 26, 2013
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George M. Davis
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By:
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/s/ Peter H. Kamin
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Director
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February 26, 2013
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Peter H. Kamin
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By:
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/s/ Suzanne E. MacCormack
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Director
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February 26, 2013
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Suzanne E. MacCormack
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By:
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/s/ Manu Parpia
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Director
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February 26, 2013
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Manu Parpia
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By:
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/s/ Charles D. Yie
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Director
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February 26, 2013
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Charles D. Yie
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Exhibit Index
Exhibit
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Number
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Description of Exhibits
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4
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Rand Worldwide, Inc. Omnibus Equity Compensation Plan (incorporated by reference to Exhibit
10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, filed on
February 14, 2013).
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5
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Opinion of Gordon Feinblatt LLC as to legality of shares of Common Stock to be issued (filed herewith).
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23.1
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Consent of Gordon Feinblatt LLC (included in their opinion in Exhibit 5).
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23.2
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Consent of Stegman & Company, independent registered public accounting firm (filed herewith).
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24.1
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Powers of Attorney (included with the signatures to this Registration Statement on Form S-8).
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