![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
QuinStreet Inc | NASDAQ:QNST | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.47 | 2.76% | 17.50 | 17.50 | 17.54 | 17.71 | 17.27 | 17.27 | 38,767 | 15:28:45 |
As filed with the Securities and Exchange Commission on March 17, 2010 | Registration No. 333- |
Delaware | 77-0512121 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed Maximum | Proposed Maximum | |||||||||||||||||||||
Title of Securities | Amount to be | Offering | Aggregate | Amount of | ||||||||||||||||||
to be Registered | Registered | Price per Share (2) | Offering Price (2) | Registration Fee | ||||||||||||||||||
Common Stock, par value
$0.001 per share
|
12,255,358 shares | $ | 9.6933 - $14.95 | $ | 121,855,454.37 | $ | 8,688.30 | |||||||||||||||
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Registrants Common Stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrants Common Stock. | |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon (a) the weighted-average exercise price for outstanding options granted under the Registrants 2008 Equity Incentive Plan, and (b) the average of the high and low prices of the Registrants Common Stock as reported on the NASDAQ Global Select Market on March 15, 2010). The chart below details the calculations of the registration fee: |
Offering Price Per | Aggregate Offering | ||||||||||||||||
Securities | Number of Shares | Share(2)(3) | Price | ||||||||||||||
Shares issuable upon the exercise of outstanding options granted
under the 2008 Equity Incentive Plan and the prior 1999 Equity
Incentive Plan (which was amended and restated by the 2008 Equity
Incentive Plan)
|
11,673,131 | $ | 9.6933 | (2)(a) | $ | 113,151,160.72 | |||||||||||
Shares reserved for future grant under the 2010 Equity Incentive Plan
|
282,227 | $ | 14.95 | (2)(b) | $ | 4,219,293.65 | |||||||||||
Shares reserved for future grant under the 2010 Non-Employee
Directors Stock Award Plan
|
300,000 | $ | 14.95 | (2)(b) | $ | 4,485,000.00 | |||||||||||
Proposed Maximum Aggregate Offering Price
|
$ | 121,855,454.37 | |||||||||||||||
Registration Fee
|
$ | 8,688.30 | |||||||||||||||
(3) | Pursuant to the terms of the Registrants 2010 Equity Incentive Plan, any shares subject to outstanding options originally granted under the Registrants 2008 Equity Incentive Plan (or the 1999 Equity Incentive Plan prior to its amendment and restatement by the 2008 Equity Incentive Plan), that expire or terminate for any reason prior to exercise or settlement shall become available for issuance pursuant to share awards granted under the Registrants 2010 Equity Incentive Plan. |
Exhibit | ||||
Number | Description | |||
3.1 | (1) |
Amended and Restated Certificate of Incorporation of QuinStreet, Inc.
|
||
|
||||
3.2 | (2) |
Form of Amended and Restated Bylaws of QuinStreet, Inc.
|
||
|
||||
4.1 | (3) |
Form of QuinStreet, Inc.s Common Stock Certificate
|
||
|
||||
4.2 | (4) | Second Amended and Restated Investor Rights Agreement, by and between QuinStreet, Inc., Douglas Valenti and the investors listed on Schedule 1 thereto, dated May 28, 2003. | ||
|
||||
4.3 |
Reference is made to Exhibits 3.1 and 3.2.
|
|||
|
||||
5.1 |
Opinion of Cooley Godward Kronish
llp
|
|||
|
||||
23.1 |
Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1).
|
|||
|
||||
23.2 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
|
|||
|
||||
24.1 |
Power of Attorney (included on the signature page of this Form S-8).
|
|||
|
||||
99.1 | QuinStreet, Inc. 1999 Equity Incentive Plan (governing options outstanding prior to the amendment and restatement by the 2008 Equity Incentive Plan). | |||
|
||||
99.2 | Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan, prior to its amendment and restatement by the 2008 Equity Incentive Plan (for non-executive officer employees). |
Exhibit | ||||
Number | Description | |||
99.3 | Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan, prior to its amendment and restatement by the 2008 Equity Incentive Plan (for executive officers). | |||
|
||||
99.4 | Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan, prior to its amendment and restatement by the 2008 Equity Incentive Plan (for non-employee directors). | |||
|
||||
99.5 | QuinStreet, Inc. 2008 Equity Incentive Plan. | |||
99.6 | Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan (for non-executive officer employees). | |||
99.7 | Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan (for executive officers). | |||
99.8 | Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan (for non-employee directors). | |||
99.9 | QuinStreet, Inc. 2010 Equity Incentive Plan. | |||
99.10 | Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan (for non-executive officer employees). | |||
99.11 | Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan (for executive officers). | |||
99.12 | QuinStreet, Inc. 2010 Non-Employee Directors Stock Award Plan. | |||
99.13 | Form of Option Agreement and Option Grant Notice for Initial Grants under the 2010 Non-Employee Directors Stock Award Plan. | |||
99.14 | Form of Option Agreement and Option Grant Notice for Annual Grants under the 2010 Non-Employee Directors Stock Award Plan. |
(1) | Filed as Exhibit 3.2 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on November 19, 2009, and incorporated herein by reference. | |
(2) | Filed as Exhibit 3.4 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on November 19, 2009, and incorporated herein by reference. | |
(3) | Filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on November 19, 2009, and incorporated herein by reference. | |
(4) | Filed as Exhibit 4.2 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on November 19, 2009, and incorporated herein by reference. |
1. | The undersigned registrant hereby undertakes: |
2. | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans 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. | |
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 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 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. |
QuinStreet, Inc.
|
||||
By: | /s/ Douglas Valenti | |||
Douglas Valenti | ||||
Chief Executive Officer and Chairman | ||||
Signature | Title | Date | ||
|
||||
/s/ Douglas Valenti
|
Chief Executive Officer and Chairman | March 16, 2010 | ||
Douglas Valenti
|
( Principal Executive Officer ) | |||
|
||||
/s/ Kenneth Hahn
|
Chief Financial Officer | March 16, 2010 | ||
|
( Principal Financial and Accounting Officer ) | |||
|
||||
/s/ William Bradley
|
Director | March 16, 2010 | ||
|
||||
/s/ John G. McDonald
|
Director | March 16, 2010 | ||
|
||||
/s/ Gregory Sands
|
Director | March 16, 2010 | ||
|
||||
/s/ James Simons
|
Director | March 16, 2010 |
Signature | Title | Date | ||
/s/ Glenn Solomon
|
Director | March 16, 2010 | ||
|
||||
/s/ Dana Stalder
|
Director | March 16, 2010 |
Exhibit | ||||
Number | Description | |||
3.1 | (1) |
Amended and Restated Certificate of Incorporation of QuinStreet, Inc.
|
||
|
||||
3.2 | (2) |
Form of Amended and Restated Bylaws of QuinStreet, Inc.
|
||
|
||||
4.1 | (3) |
Form of QuinStreet, Inc.s Common Stock Certificate
|
||
|
||||
4.2 | (4) | Second Amended and Restated Investor Rights Agreement, by and between QuinStreet, Inc., Douglas Valenti and the investors listed on Schedule 1 thereto, dated May 28, 2003. | ||
4.3 | Reference is made to Exhibits 3.1 and 3.2. | |||
5.1 | Opinion of Cooley Godward Kronish llp | |||
23.1 | Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1). | |||
23.2 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | |||
24.1 | Power of Attorney (included on the signature page of this Form S-8). | |||
99.1 | QuinStreet, Inc. 1999 Equity Incentive Plan (governing options outstanding prior to the amendment and restatement by the 2008 Equity Incentive Plan). | |||
99.2 | Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan, prior to its amendment and restatement by the 2008 Equity Incentive Plan (for non-executive officer employees). | |||
99.3 | Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan, prior to its amendment and restatement by the 2008 Equity Incentive Plan (for executive officers). | |||
99.4 | Forms of Option Agreement and Option Grant Notice under 1999 Equity Incentive Plan, prior to its amendment and restatement by the 2008 Equity Incentive Plan (for non-employee directors). | |||
99.5 | QuinStreet, Inc. 2008 Equity Incentive Plan. | |||
99.6 | Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan (for non-executive officer employees). | |||
99.7 | Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan (for executive officers). | |||
99.8 | Forms of Option Agreement and Option Grant Notice under 2008 Equity Incentive Plan (for non-employee directors). | |||
99.9 | QuinStreet, Inc. 2010 Equity Incentive Plan. | |||
99.10 | Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan (for non-executive officer employees). |
Exhibit | ||||
Number | Description | |||
99.11 |
Forms of Option Agreement and Option Grant Notice under 2010 Equity Incentive Plan
(for executive officers).
|
|||
|
||||
99.12 |
QuinStreet, Inc. 2010 Non-Employee Directors Stock Award Plan.
|
|||
|
||||
99.13 | Form of Option Agreement and Option Grant Notice for Initial Grants under the 2010 Non-Employee Directors Stock Award Plan. | |||
|
||||
99.14 | Form of Option Agreement and Option Grant Notice for Annual Grants under the 2010 Non-Employee Directors Stock Award Plan. |
(1) | Filed as Exhibit 3.2 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on November 19, 2009, and incorporated herein by reference. | |
(2) | Filed as Exhibit 3.4 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on November 19, 2009, and incorporated herein by reference. | |
(3) | Filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on November 19, 2009, and incorporated herein by reference. | |
(4) | Filed as Exhibit 4.2 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-163228), originally filed with the Securities and Exchange Commission on November 19, 2009, and incorporated herein by reference. |
1 Year QuinStreet Chart |
1 Month QuinStreet Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions