As filed with the Securities and Exchange Commission on August 9, 2019.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TURTLE BEACH CORPORATION
(Exact name of Registrant as specified in its charter)
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Nevada
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11011 Via Frontera, Suite A/B
San Diego, California 92127
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27-2767540
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(State of Incorporation)
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(Address of principal executive offices)
(Zip Code)
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(I.R.S. Employer
Identification No.)
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TURTLE BEACH CORPORATION
2013 STOCK-BASED INCENTIVE COMPENSATION PLAN (AS AMENDED)
(Full Title of the Plan)
John T. Hanson
Chief Financial Officer
Turtle Beach Corporation
11011 Via Frontera, Suite A/B
San Diego, California 92127
(Name and Address of Agent for Service)
(888) 496-8001
(Telephone Number, Including Area Code, of Agent for Service)
With a Copy to:
Tony Chan
Morgan Lewis & Bockius LLP
1111 Pennsylvania Ave, NW
Washington, DC 20004
(202) 739-3000
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 under the
Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting
company)
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title Of Securities
To Be Registered
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Amount
To Be
Registered (1)
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Proposed
Maximum
Offering
Price Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount Of
Registration Fee
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Common Stock, par value $0.001 per share
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1,439,853
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$ 9.68(2)
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$13,937,777.04 (2)
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$1,689.26
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(1)
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This Registration Statement relates to 1,439,853 shares of common stock, par value $0.001 per share (“Common Stock”), of Turtle Beach Corporation (the “Registrant”) not previously registered and
available for issuance under the Registrant’s 2013 Stock-Based Incentive Compensation Plan (as amended, the “Plan”) pursuant to amendments to the Plan approved by the
shareholders of the Registrant on June 14, 2019. 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 that become issuable under the Plan pursuant to this
registration statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration and which results in an increase in the number of outstanding shares of
Common Stock.
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(2)
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The Proposed Maximum Offering Price Per Share and Proposed Maximum Aggregate Offering Price have been calculated solely for purposes of
determining the registration fee for this offering under Rule 457(c) and (h) under the Securities Act on the basis of the average of the $9.93 (high) and $9.42 (low) sale price of the Registrant's Common Stock as reported on the Nasdaq on
August 5, 2019, which date is within five business days prior to filing this Registration Statement.
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EXPLANATORY NOTE
On June 14, 2019, the holders of more than a majority of the outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), of Turtle Beach Corporation (the “Registrant”) approved an amendment to the 2013
Stock-Based Incentive Compensation Plan of the Registrant (as amended from time to time, the “Plan”) that increased the number of shares available for issuance under the Plan by 1,439,853 shares of Common Stock (the “Additional Shares”). This Registration Statement on Form S-8 registers those Additional Shares to be offered or sold to
participants under the Plan, but does not increase the number of shares of Common Stock available for issuance under the Plan.
On April 2, 2019 the Registrant registered 2,300,000 shares of its Common Stock to be offered or sold to participants under the Plan pursuant to
its Registration Statement on Form S-8 (File No. 333-230691) and on February 18, 2014, the Registrant registered 1,977,696 shares of its Common Stock to be offered or sold to participants under the Plan pursuant to its Registration Statement on
Form S-8 (File No. 333-193982) (collectively, the “Previous Registration Statements”).
All of the share and per share amounts presented herein give effect to the Company’s 1-for-4 reverse stock split, which was effective April 6, 2018.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Information required in Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act is
not required to be filed with the Securities and Exchange Commission (the “Commission”) and is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act. The
documents containing the information specified in Part I of Form S-8 will be sent or given to directors, officers, employees and consultants as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is registering additional securities under the Plan covered hereby for which the Previous Registration Statements are currently
effective. This registration statement is filed solely to register the Additional Shares for issuance under the Plan. Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the
Previous Registration Statements, including periodic reports that the Company filed with the Commission pursuant to the Securities Exchange Act of 1934 after the filing of the Previous Registration Statements.
Item 8. Exhibits.
EXHIBIT INDEX
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Exhibit Number
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Description
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* Previously filed and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 County of San Diego, California, on this 9 day of August, 2019.
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Turtle Beach Corporation
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By:
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/s/ JUERGEN STARK
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Juergen Stark
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Chief Executive Officer, President and Director
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KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Juergen Stark and John T. Hanson,
each and individually, his or her attorneys-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement and to file
the same with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each such attorney-in-fact, or his agent or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed by the following persons in the
capacities indicated on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ JUERGEN STARK
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Chief Executive Officer, President and Director
(Principal Executive Officer)
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August 9, 2019
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| Juergen Stark | ||||
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/s/ JOHN T. HANSON
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Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
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August 9, 2019
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| John T. Hanson | ||||
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/s/ RONALD DOORNINK
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Non-Executive Chairman of the Board and Director
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August 9, 2019
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| Ronald Doornink | ||||
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/s/ GREGORY BALLARD
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Director
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August 9, 2019
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| Gregory Ballard | ||||
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/s/ WILLIAM E. KEITEL
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Director
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August 9, 2019
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| William E. Keitel | ||||
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/s/ ANDREW WOLFE
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Director
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August 9, 2019
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| Andrew Wolfe | ||||
Exhibit 5.1
August 9, 2019
Turtle Beach Corporation
11011 Via Frontera, Suite A/B
San Diego, California 92127
Re: Registration
Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Turtle Beach Corporation, a Nevada corporation (the “Company”), in connection with the
preparation of a Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission on about the date hereof (the “Registration Statement”), with respect to the registration under the Securities Act of 1933,
as amended, of 1,439,853 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to be offered and sold under the Company’s 2013 Stock-Based Incentive Compensation Plan, as amended from time to time (the “2013 Plan”).
We have examined the Registration Statement, the 2013 Plan, the Company’s Articles of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda, and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the
conformity of originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
We express no opinion as to the applicability or compliance with or effect of federal law or the law of any jurisdiction
other than Nevada.
Based upon our examination, subject to the assumptions stated above and relying on the statements in the documents we have
examined, we are of the opinion that:
The Shares, when issued in accordance with the terms of the 2013 Plan, will be validly issued, fully paid and
non-assessable.
Turtle Beach Corporation
August 9, 2019
Page 2
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name
wherever it appears in the Registration Statement. In giving this consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities
and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
It is understood that this opinion is to be used only in connection with the offer of the Shares while the Registration
Statement is in effect.
Very truly yours,
/s/ Snell & Wilmer L.L.P.
Snell & Wilmer L.L.P.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Turtle Beach Corporation
San Diego, California
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 18, 2019, relating to
the consolidated financial statements, the effectiveness of Turtle Beach Corporation’s internal control over financial reporting, and schedules of Turtle Beach Corporation appearing in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018. Our report on the effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018.
/s/ BDO USA, LLP
New York, New York
August 9, 2019
BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and
forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.