SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Speed Commerce, Inc. – ‘S-3MEF’ on 9/26/13

On:  Thursday, 9/26/13, at 8:23am ET   ·   Effective:  9/26/13   ·   Accession #:  1437749-13-12307   ·   File #s:  333-184540, 333-191390

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/26/13  Speed Commerce, Inc.              S-3MEF      9/26/13    3:74K                                    RDG Filings/FA

Registration of Additional Securities   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities               HTML     46K 
 2: EX-5        Exhibit 5.1                                         HTML     13K 
 3: EX-23       Exhibit 23.1                                        HTML      7K 


S-3MEF   —   Registration of Additional Securities


This is an HTML Document rendered as filed.  [ Alternative Formats ]



As filed with the Securities and Exchange Commission on September 26, 2013

Registration No. 333-



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form S-3 

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

SPEED COMMERCE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Minnesota 

41-1704319

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

1303 E. Arapaho Road, Suite 200

Richardson, Texas 75081

(866) 377-3331

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Richard S Willis

President and Chief Executive Officer

Speed Commerce, Inc.

1303 E. Arapaho Road, Suite 200

Richardson, Texas 75081

(866) 377-3331

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

Copies to:

 

Ryan F. Urness, Esq.

Philip T. Colton, Esq.

Speed Commerce, Inc.

Winthrop & Weinstine, P.A.

1303 E. Arapaho Road, Suite 200

225 South 6th Street, Suite 3500

Richardson, Texas 75081

Minneapolis, Minnesota 55402

Telephone: (866) 377-3331

Telephone: (612) 604-6400

Facsimile: (763) 533-2156

Facsimile: (612) 604-6929

 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ No. 333-184540

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

 
 

 

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

Accelerated filer ☒ 

Non-accelerated filer

Smaller reporting company

 

(Do not check if a smaller reporting company)

 

CALCULATION OF REGISTRATION FEE

 

Title of each class
of securities to be registered

 

Proposed Maximum

Aggregate Offering

Price (1)

   

Amount of

Registration

Fee

 

Shares of Common Stock, no par value

  $ 4,000,000     $ 545.60  

 

 

 

(1)

Based on the public offering price. The registrant previously registered securities at an aggregate offering price not to exceed $20,000,000 on a Registration Statement on Form S-3 (File No. 333 184540), which was declared effective on February 4, 2013. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $4,000,000 is hereby registered, which includes shares issuable upon exercise of the underwriters’ over-allotment option.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

 


 

 
 

 

 

 

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement on Form S-3 is being filed to register additional shares of common stock, no par value per share (“Common Stock”), of Speed Commerce, Inc., a Minnesota corporation, with an aggregate public offering price not to exceed $4,000,000, which includes shares issuable upon exercise of the underwriters’ over-allotment option, pursuant to Rule 462(b) under the Securities Act of 1933, as amended and General Instruction IV of Form S-3. This Registration Statement includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent, and the consent of independent registered public accounting firm. This Registration Statement relates to the Registrant’s shelf registration statement on Form S-3, as amended (File No. 333-184540) (the “Original Registration Statement”), declared effective by the Securities and Exchange Commission on February 4, 2013. Pursuant to Rule 462(b), the contents of the Original Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

 

 
 

 

 

 

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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richardson, State of Texas, on the 26th day of September, 2013.

 

  SPEED COMMERCE, INC.  
        
  By: /s/ Richard S Willis  
    Richard S Willis  
    President and Chief Executive Officer  

 

 

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

 

Title

 

Date

         

/s/ Richard S Willis

 

President and Chief Executive Officer and Director

 

September 26, 2013

Richard S Willis

 

(principal executive officer)

   
         

/s/ Terry J. Tuttle 

 

Chief Financial Officer

 

September 26, 2013

Terry J. Tuttle

 

(principal financial and accounting officer)

   
         

/s/ Timothy R. Gentz

 

Chairman of the Board

 

September 26, 2013

Timothy R. Gentz

       
         

/s/ Keith A. Benson

 

Director

 

September 26, 2013

Keith A. Benson

       
         

/s/ Monroe David Bryant, Jr.

 

Director

 

September 26, 2013

Monroe David Bryant, Jr.

       
         

/s/ Frederick C. Green IV

 

Director

 

September 26, 2013

Frederick C. Green IV

       
         

/s/ Kathleen P. Iverson

 

Director

 

September 26, 2013

Kathleen P. Iverson

       
         

/s/ Bradley J. Shisler

 

Director

 

September 26, 2013

Bradley J. Shisler

       
         

/s/ Tom F. Weyl

 

Director

 

September 26, 2013

Tom F. Weyl

       
         

/s/Jeffrey B. Zisk

 

Director

 

September 26, 2013

Jeffrey B. Zisk

       

 

 

 
 

 

 

EXHIBIT INDEX

 

 

 

EXHIBIT

NO.

 


DESCRIPTION

     

5.1

 

Opinion of Winthrop & Weinstine, P.A.

     

23.1

 

Consent of Grant Thornton LLP

     

23.2

 

Consent of Winthrop & Weinstine, P.A. (included in Exhibit 5.1)

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3MEF’ Filing    Date    Other Filings
Filed on / Effective on:9/26/13424B5,  8-K
2/4/138-K
 List all Filings 
Top
Filing Submission 0001437749-13-012307   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Wed., May 1, 6:53:29.1pm ET