As filed with the Securities and Exchange Commission on August 9, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Synchronoss Technologies, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 06-1594540 | |||||||
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |||||||
200 Crossing Boulevard, 8th Floor
Bridgewater, NJ 08807
(866) 620-3940
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Synchronoss Technologies, Inc. Amended and Restated 2015 Equity Incentive Plan
(Full title of the plans)
President and Chief Executive Officer
200 Crossing Boulevard, 8th Floor
Bridgewater, NJ 08807
(Name and address of agent for service)
(866) 620-3940
(Telephone number, including area code, of agent for service)
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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | x | ||||||||
| Non-accelerated filer | o | Smaller reporting company | o | ||||||||
| Emerging growth company | o | ||||||||||
If an emerging growth company, indicate by check mark if the registration has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
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PART I
EXPLANATORY NOTE
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 registers additional shares of common stock to be issued pursuant to the Registrant’s Amended and Restated 2015 Equity Incentive Plan. The information contained in the Registrant’s registration statements on Form S-8 (SEC File Nos. 333-204311, 333-237276, 333-257097 and 333-265780), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
| Exhibit Number | Exhibit Description | Filed Herewith | ||||||||||||
| 5.1 | x | |||||||||||||
| 10.1 | x | |||||||||||||
| 23.1 | x | |||||||||||||
| 23.2 | x | |||||||||||||
| 24.1 | x | |||||||||||||
| 107 | x | |||||||||||||
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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 Bridgewater, State of New Jersey on this 9th day of August, 2024.
| SYNCHRONOSS TECHNOLOGIES, INC. | |||||||||||
| Date: | August 9, 2024 | /s/ Jeffrey Miller | |||||||||
| Jeffrey Miller | |||||||||||
| President, and Chief Executive Officer | |||||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Synchronoss Technologies, Inc., a Delaware corporation, do hereby constitute and appoint Jeffrey Miller and Louis Ferraro, and any of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the 1933 Act and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
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IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/Jeffrey Miller | President, and Chief Executive Officer | August 9, 2024 | ||||||||||||
| Jeffrey Miller | (Principal Executive Officer) | |||||||||||||
/s/Louis Ferraro | Chief Financial Officer | August 9, 2024 | ||||||||||||
Louis Ferraro | (Principal Financial Officer and | |||||||||||||
| Accounting Officer) | ||||||||||||||
| /s/Stephen G. Waldis | Executive Chairman of the Board of Directors | August 9, 2024 | ||||||||||||
| Stephen G. Waldis | ||||||||||||||
| /s/Laurie Harris | Director | August 9, 2024 | ||||||||||||
| Laurie Harris | ||||||||||||||
| /s/Mohan Gyani | Director | August 9, 2024 | ||||||||||||
| Mohan Gyani | ||||||||||||||
| /s/Kristin Rinne | Director | August 9, 2024 | ||||||||||||
| Kristin Rinne | ||||||||||||||
/s/Martin Bernstein | Director | August 9, 2024 | ||||||||||||
Martin Bernstein | ||||||||||||||
/s/Kevin Rendino | Director | August 9, 2024 | ||||||||||||
| Kevin Rendino | ||||||||||||||
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