As filed with the Securities and Exchange Commission on August 13, 2010

Registration No. 333-       

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Information Services Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Information Services Group, Inc.

Two Stamford Plaza

281 Tresser Boulevard

Stamford, CT 06901

(Address of Principal Executive Offices) (Zip Code)

 

Information Services Group, Inc. Amended and Restated 2007 Equity Incentive Plan

(Full title of the plan)

 

 

David E. Berger

Executive Vice President and Chief Financial Officer

Information Services Group, Inc.

Two Stamford Plaza

281 Tresser Boulevard

Stamford, CT 06901

 (Name and address of agent for service)

 

(203) 517-3100

(Telephone number, including area code, of agent for service)

 

 

Copies of all notices, orders and communication to:

 

Edward J. Chung, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

(212) 455-2000

 

 

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.

	o Large accelerated filer	xAccelerated filer
	o Non-accelerated filer	o Smaller reporting company

 

Calculation of Registration Fee

 

Title of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share(2)			Proposed maximum aggregate offering price(2)			Amount of registration fee(2)
Common Stock, $0.001 par value per share		4,500,000 shares		$	1.60		$	7,200,000		$	513.36

(1)                  In addition to the shares set forth in the table, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the ‘‘Securities Act’’), the number of shares registered includes an indeterminable number of shares of common stock issuable under Information Services Group, Inc.’s Amended and Restated 2007 Equity Incentive Plan (the ‘‘Plan’’), as this amount may be adjusted as a result of stock splits, stock dividends and antidilution provisions. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein

 

(2)                  Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average high and low prices per share of the common stock reported on The Nasdaq Stock Market LLC composite transaction tape on August 12, 2010.

 

 

 

EXPLANATORY NOTE

 

The 4,500,000 shares of Common Stock of Information Services Group, Inc. (the “Company” or “Registrant”) being registered pursuant to this Registration Statement are additional securities of the same class as other securities for which a registration statement (File No. 333-149950) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2008. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement.

 

PART I

 

The information specified in Item 1 and Item 2 of Part I of the Registration Statement on Form S-8 (the “Registration Statement”) is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Registration Statement. The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement as required by Rule 428(b)(1).

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents filed with the SEC by the Company are hereby incorporated in this Registration Statement by reference:

 

(a)        Annual Report on Form 10-K of the Company for the year ended December 31, 2009;

 

(b)        Quarterly Reports on Form 10-Q of the Company for the quarter ended June 30, 2010 and March 30, 2010;

 

(c)         Current Reports on Form 8-K of the Company filed on April 9, 2010, May 12, 2010 and June 4, 2010; and

 

(d)        The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A12B filed on January 31, 2007, as amended on January 31, 2008.

 

All documents filed by the Company pursuant to Sections 13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The Company is a Delaware corporation. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Company. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

 

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit.

 

The Company’s restated certificate of incorporation provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law.

 

II-1

 

ITEM 8.  EXHIBITS

 

For the list of exhibits, see the Exhibit Index to this Registration Statement, which is incorporated in this item by reference.

 

ITEM 9.  UNDERTAKINGS

 

(a) The Company hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

II-2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Stamford, State of Connecticut, on this 13th day of August, 2010.

 

	INFORMATION SERVICES GROUP, INC.
	By:	/s/ MICHAEL P. CONNORS
		Michael P. Connors
		Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on the 13th day of August, 2010.

 

 

** By authority of the power of attorney filed as Exhibit 24.1 hereto

 

II-3

 

EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
4.1		Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 29, 2007 (Commission File Number: 333-136536), and incorporated herein by reference).
4.2		By-laws (incorporated herein by reference to Exhibit 3.2 of Information Services Group, Inc.’s Current Report on Form 8-K filed with the SEC on December 10, 2008 (Commission File Number: 001-33287) and incorporated herein by reference).
4.3		Specimen Common Stock Certificate (previously filed as Exhibit 4.2 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on December 22, 2006 (Commission File Number: 333-136536), and incorporated herein by reference).
4.4		Information Services Group, Inc. Amended and Restated 2007 Equity Incentive Plan (previously filed as Annex A to the Information Services Group, Inc. Definitive Proxy Statement on Schedule 14A, as filed with the SEC on April 7, 2010 (Commission File Number 001-33287), and incorporated herein by reference).
5*		Opinion of Simpson Thacher & Bartlett LLP, with respect to legality of securities being registered hereunder.
23.1*		Consent of PricewaterhouseCoopers LLP.
23.2*		Consent of Simpson Thacher & Bartlett LLP (reference is made to Exhibit 5 filed herewith).
24.1*		Power of Attorney.

 

*    Filed herewith.