SEC Form S-8 POS filed by VIQ Solutions Inc.
As filed with the Securities and Exchange Commission on December 4, 2023
Registration No. 333-257263
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIQ SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
Ontario Canada | Not applicable | |
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification Number) |
5915 Airport Road
Suite 700
Mississauga, Ontario L4V 1T1
(Address, including zip code, of registrant’s principal executive offices)
VIQ SOLUTIONS INC. OMNIBUS EQUITY INCENTIVE PLAN
VIQ SOLUTIONS INC. DEFERRED SHARE UNIT PLAN
VIQ SOLUTIONS INC. STOCK OPTION PLAN
(Full title of the plan)
C T Corporation System
1015 15th Street N.W., Suite 1000
Washington, D.C., 20005
Telephone: (202) 572-3133
(Name and address, and 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, a smaller reporting company, or an emerging growth 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 | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | x | Smaller reporting company | x |
Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the "Post-Effective Amendment") relates to the Registration Statement on Form S-8 (Registration No. 333-257263), filed by VIQ Solutions Inc. (the "Registrant") on June 22, 2021 (the "Registration Statement") registering (i) a total of 3,224,110 of the Registrant’s Common Shares, no par value, pursuant to the VIQ Solutions Inc. Omnibus Equity Incentive Plan, the VIQ Solutions Inc. Deferred Share Unit Plan and the VIQ Solutions Inc. Stock Option Plan and the outstanding awards thereunder, and (ii) the reoffer and resale of up to 726,857 of the Registrant’s Common Shares, no par value, underlying vested restricted stock units held by the Selling Shareholders named therein that were issued prior to the filing of the Registration Statement.
The Registrant intends to file a Form 15 to terminate the registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of its Common Shares, no par value, and suspend its duty to file reports under Section 15(d) of the Exchange Act. In accordance with the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Registrant is removing from registration by means of this Post-Effective Amendment all securities registered under the Registration Statement which remain unsold as of the date of this Post-Effective Amendment, and is terminating the effectiveness of the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
Any capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mississauga, Province of Ontario, Canada, on December 4, 2023.
VIQ SOLUTIONS INC. | ||
By: |
/s/ Sebastien Paré |
|
Name: | Sebastien Paré | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to registration statement has been signed by the following persons in the capacities indicated, on December 4, 2023.
/s/ Sebastien Paré Sebastien Paré |
Chief Executive Officer and Director (Principal Executive Officer) | ||
/s/ Alexie Edwards Alexie Edwards |
Chief Financial Officer (Principal Financial Officer) | ||
/s/ * Shing Pan |
Director | ||
/s/ * Joseph Quarin |
Director | ||
/s/ * Susan Sumner |
Director | ||
/s/ * Larry Taylor |
Director | ||
/s/ * Bradley Wells |
Director | ||
* By | /s/ Sebastien Paré | ||
Name: Sebastien Paré | |||
Attorney-in-Fact |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this post-effective amendment to registration statement, in the capacity of the duly authorized representative of the Registrant in the United States, on December 4, 2023.
PUGLISI & ASSOCIATES | ||
/s/ Donald J. Puglisi | ||
Donald J. Puglisi | ||
Managing Director |