Registration No. 333-        

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MONOTYPE IMAGING HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		20-3289482
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

600 Unicorn Park Drive

Woburn, MA 01801

(Address of Principal Executive Offices) (Zip Code)

 

 

2010 Inducement Stock Plan

(Full Title of the Plan)

Scott E. Landers

President and Chief Executive Officer

Monotype Imaging Holdings Inc.

600 Unicorn Park Drive

Woburn, MA 01801

(781) 970-6000

(Name, address, and telephone number, including area code, of agent for service)

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, par value $.001 per share		1,000,000		$19.52 (2)		$19,520,000.00 (2)		$1,965.67

(1)

This Registration Statement relates to 1,000,000 shares of Common Stock, par value $0.001 per share, of Monotype Imaging Holdings Inc. (“Common Stock”) that may be issued under the Monotype Imaging Holdings Inc. 2010 Inducement Stock Plan (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock.

(2)

This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act, solely for the purposes of determining the amount of the registration fee. The registration fee is based upon the average of the high and low sale prices for a share of Common Stock on July 27, 2016, as reported on the NASDAQ Global Select Market.

 

 

 

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This Registration Statement registers additional securities of the same class as other securities for which the registration statement filed on Form S-8 (SEC File No. 333-171036) of the Registrant is effective. The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-171036) is hereby incorporated by reference pursuant to General Instruction E.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.

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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 Woburn, Commonwealth of Massachusetts, on July 29, 2016.

 

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POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Monotype Imaging Holdings Inc. (the “Company”), hereby severally constitute and appoint Scott E. Landers and Joseph D. Hill, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

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 July 29, 2016:

 

Signature		Title		Date
/s/ SCOTT E. LANDERS Scott E. Landers		President, Chief Executive Officer and Director (Duly Authorized Officer and Principal Executive Officer)		July 29, 2016
/s/ JOSEPH D. HILL Joseph D. Hill		Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (Principal Accounting Officer)		July 29, 2016
/s/ ROBERT L. LENTZ Robert L. Lentz		Chairman of the Board of Directors		July 29, 2016
/s/ GAY W. GADDIS Gay W. Gaddis		Director		July 29, 2016
/s/ ROGER J. HEINEN, JR. Roger J. Heinen, Jr.		Director		July 29, 2016
/s/ PAMELA F. LENEHAN Pamela F. Lenehan		Director		July 29, 2016
/s/ PETER J. SIMONE Peter J. Simone		Director		July 29, 2016
/s/ TIMOTHY B. YEATON Timothy B. Yeaton		Director		July 29, 2016
/s/ DOUGLAS J. SHAW Douglas J. Shaw		Director		July 29, 2016

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INDEX TO EXHIBITS

 

Exhibit No.		Description of Exhibit
5.1*		Opinion of Goodwin Procter LLP.
10.1*		Form of Restricted Stock Unit Agreement under the 2010 Inducement Plan
23.1*		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.2*		Consent of Ernst & Young LLP.
24.1*		Power of Attorney (included as part of the signature page of this Registration Statement).
99.1		Monotype Imaging Holdings Inc. 2010 Inducement Stock Plan (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed December 8, 2010, File No. 333-171036).
99.2*		First Amendment to Monotype Imaging Holdings Inc. 2010 Inducement Stock Plan.

 

*	Filed herewith.