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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BTRS Holdings Inc | NASDAQ:BTRS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.49 | 6.00 | 9.48 | 0 | 01:00:00 |
Delaware
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83-3780685
|
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
|
1009 Lenox Drive, Suite 101
Lawrenceville, New Jersey
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08648
|
|
(Address of Principal Executive Offices)
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(Zip Code)
|
Large accelerated filer
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☐
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Accelerated filer
|
☐
|
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
|
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Emerging growth company
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☒
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Title of Securities to be Registered
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Amount to be registered(1)
|
Proposed maximum offering price per share
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Proposed maximum aggregate
offering price
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Amount of registration fee
|
||||||||||||
2020 Equity Incentive Plan
(Class 1 Common Stock, par value $0.0001 per share)
|
15,626,237
|
(2)
|
$
|
16.13
|
(6)
|
$
|
252,051,202.81
|
(6)
|
$
|
27,498.79
|
(6)
|
|||||
2020 Employee Stock Purchase Plan
(Class 1 Common Stock, par value $0.0001 per share)
|
1,452,623
|
(3)
|
$
|
16.13
|
(6)
|
$
|
23,430,808.99
|
(6)
|
$
|
2,556.30
|
(6)
|
|||||
2014 Incentive Compensation Plan
(Class 1 Common Stock, par value $0.0001 per share)
|
13,962,065
|
(4)
|
$
|
3.47
|
(7)
|
$
|
48,448,365.55
|
(7)
|
$
|
5,285.72
|
(7)
|
|||||
2003 Stock Incentive Plan
(Class 1 Common Stock, par value $0.0001 per share)
|
1,185,114
|
(5)
|
$
|
0.53
|
(7)
|
$
|
628,110.42
|
(7)
|
$
|
68.53
|
(7)
|
|||||
Total
|
32,226,039
|
$
|
324,558,487.77
|
$
|
35,409.33
|
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares that may be issued to adjust the number of shares issued
pursuant to the plans described herein in the event of a stock dividend, stock split, reverse stock split, extraordinary dividend, extraordinary distribution, recapitalization, reorganization, merger, combination, consolidation, split-up,
spin-off, combination, exchange of shares, rights offering, separation, reorganization, liquidation or similar event.
|
(2) |
Represents 15,626,237 shares of the registrant’s Class 1 common stock currently reserved for issuance under the BTRS Holdings Inc. 2020 Equity Incentive Plan (the “2020 Plan”). Shares to be registered include up to 1,100,000 shares
issuable pursuant to the Business Combination Agreement dated October 18, 2020 by and among the registrant, BT Merger Sub I, Inc., BT Merger Sub II, LLC and Factor Systems, Inc. (d/b/a Billtrust) (as amended, the “BCA”) for Earnout RSUs. To
the extent that awards outstanding under the 2020 Plan are forfeited, cancelled, surrendered or terminated without issuance of shares, the shares of Class 1 common stock subject to such awards will be available for future issuance under the
2020 Plan, other than those shares issuable for Earnout RSUs.
|
(3) |
Represents 1,452,623 shares of the registrant’s Class 1 common stock currently reserved for issuance under the BTRS Holdings Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”).
|
(4) |
Represents 13,962,065 shares of the registrant’s Class 1 common stock underlying awards previously granted under the Factor Systems, Inc. (d/b/a Billtrust) 2014 Incentive Compensation Plan (the “2014 Plan”), as assumed by the registrant on
January 12, 2021 pursuant to the BCA.
|
(5) |
Represents 1,185,114 shares of the registrant’s Class 1 common stock underlying awards previously granted under the Factor Systems, Inc. (d/b/a Billtrust) 2003 Stock Incentive Plan (the “2003 Plan”), as assumed by the registrant on January
12, 2021 pursuant to the BCA.
|
(6) |
Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the purposes of calculating the registration fee and based on the average of the high and low prices of the registrant’s Class 1 common stock as reported on
the Nasdaq Global Select Market on March 10, 2021, which date is within five business days prior to the filing of this registration statement.
|
(7) |
Estimated in accordance with Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee and based on an average weighted exercise price.
|
Item 3. |
Incorporation of Documents by Reference.
|
|
● |
the registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Commission on March 20, 2020;
|
|
● |
the registrant’s quarterly reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020,
filed with the Commission on May 8, 2020, August 14, 2020 and November 16, 2020, respectively;
|
|
● |
the registrant’s current reports on Form 8-K filed with the Commission on June 29, 2020, October 19, 2020, December 15, 2020, January 5, 2021, January 12, 2021, January 14, 2021 and February 23, 2021;
|
|
● |
the registrant’s prospectus filed on February 10, 2021 pursuant to Rule 424(b) under the Securities Act, relating to the Registration
Statement on Form S-1 (File No. 333-252698), which contains audited financial statements for the Registrant’s latest fiscal year for which
such statements have been filed; and
|
|
● |
the description of our Class 1 common stock, par value $0.0001 per share, set forth in our registration statement on Form S-4, filed with the Commission on October 26, 2020, as amended, including any further amendments thereto or reports filed for the purposes of updating this description.
|
Item 4. |
Description of Securities
|
Item 5. |
Interests of Named Experts and Counsel
|
Item 6. |
Indemnification of Directors and Officers
|
|
● |
for any transaction from which the director derives an improper personal benefit;
|
|
● |
for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
|
● |
for any unlawful payment of dividends or redemption of shares; or
|
|
● |
for any breach of a director’s duty of loyalty to the corporation or its stockholders.
|
Item 7. |
Exemption from Registration Claimed
|
Item 8. |
Exhibits.
|
Exhibit
No.
|
Description
|
|
Second Amended and Restated Certificate of Incorporation of the Registrant, dated January 12, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission
on January 14, 2021).
|
||
Amended and Restated Bylaws of the Registrant, dated January 12, 2021 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 14, 2021).
|
||
Opinion of Cooley LLP.
|
||
Consent of Marcum LLP, independent registered public accounting firm of BTRS Holdings Inc. (f/k/a South Mountain Merger Corp.).
|
||
Consent of BDO USA, LLP, independent registered public accounting firm of Factor Systems, Inc. (d/b/a Billtrust) (now known as BTRS
Holdings Inc.)
|
||
Consent of Cooley LLP (included in Exhibit 5.1).
|
||
Power of Attorney (contained on the signature page hereto).
|
||
BTRS Holdings Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 filed on November 25, 2020).
|
||
BTRS Holdings Inc. 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on November 25, 2020).
|
||
Factor Systems, Inc. (d/b/a Billtrust) 2014 Incentive Compensation Plan (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on November 25, 2020).
|
||
Factor Systems, Inc. (d/b/a Billtrust) 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on November 25, 2020).
|
||
Forms of Stock Option Grant Notice and Stock Option Agreement under the BTRS Holdings Inc. 2020 Equity Incentive Plan.
|
||
Forms of RSU Award Grant Notice and RSU Award Agreement under the BTRS Holdings Inc. 2020 Equity Incentive Plan.
|
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;
|
|
(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 hereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this 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 this registration statement or any material change to such information in this 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 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 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.
|
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(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.
|
BTRS HOLDINGS INC.
|
||
By:
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/s/ Flint A. Lane
|
|
Name:
|
Flint A. Lane
|
|
Title:
|
Chief Executive Officer and Chairman of
the Board of Directors
|
Signature
|
Title
|
Date
|
||
/s/ Flint A. Lane
|
Chief Executive Officer and Chairman of the Board of Directors
|
March 15, 2021
|
||
Flint A. Lane
|
(Principal Executive Officer)
|
|||
/s/ Mark Shifke
|
Chief Financial Officer
|
March 15, 2021
|
||
Mark Shifke
|
(Principal Financial Officer)
|
|||
/s/ Andrew Herning
|
Senior Vice President, Finance
|
March 15, 2021
|
||
Andrew Herning
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(Principal Accounting Officer)
|
|||
/s/ Charles Bernicker
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Director
|
March 15, 2021
|
||
Charles Bernicker
|
||||
/s/ Clare Hart
|
Director
|
March 15, 2021
|
||
Clare Hart
|
||||
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Director
|
|
||
Robert Farrell
|
||||
/s/ Lawrence Irving
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Director
|
March 15, 2021
|
||
Lawrence Irving
|
||||
/s/ Matt Harris
|
Director
|
March 15, 2021
|
||
Matt Harris
|
||||
/s/ Juli Spottiswood
|
Director
|
March 15, 2021
|
||
Juli Spottiswood
|
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