Registration Statement

As filed with the Securities and Exchange Commission on February 11, 2011

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

eLOYALTY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   36-4304577

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

150 Field Drive

Suite 250

Lake Forest, Illinois

  60045
(Address of Principal Executive Offices)   (Zip Code)

 

 

eLoyalty Corporation 1999 Stock Incentive Plan

(Full Title of the Plan)

 

 

Kelly D. Conway

President and Chief Executive Officer

eLoyalty Corporation

150 Field Drive

Suite 250

Lake Forest, Illinois 60045

(Name and Address of Agent for Service)

(847) 582-7000

(Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies To:

 

Steven J. Gavin

Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

(312) 558-5600

 

Christine R. Carsen

Vice President, Associate General Counsel and

Corporate Secretary

eLoyalty Corporation

150 Field Drive, Suite 250

Lake Forest, Illinois 60045

 

 

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   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller Reporting Company   ¨


 

CALCULATION OF REGISTRATION FEE

 

 
Title of securities to be registered   Amount
to be
registered (1)(2)
 

Proposed

maximum
offering price
per share

 

Proposed

maximum

aggregate

offering price

  Amount of
registration fee

Common Stock, $0.01 par value per share

  3,300,000 shares   $6.71(3)   $22,143,000(3)   $2,570.80
 
 
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminable number of additional shares of Common Stock and associated preferred stock purchase rights as may become issuable under the eLoyalty Corporation 1999 Stock Incentive Plan, as amended (the “Plan”), due to adjustments for changes resulting from stock dividends, stock splits and similar changes.
(2) Includes the preferred stock purchase rights that are initially attached to and trade with the shares of common stock registered hereby. The value attributable to such rights, if any, is reflected in the market price of the common stock.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) and (c) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices reported for shares of Common Stock of the Registrant on The Nasdaq Global Market on February 7, 2011.

 

 

 


STATEMENT OF INCORPORATION BY REFERENCE—EXPLANATORY NOTE

This Form S-8 Registration Statement is filed pursuant to General Instruction E for the purpose of registering 3,300,000 additional shares of common stock, par value $0.01 per share (“Common Stock”) issuable pursuant to the eLoyalty Corporation 1999 Stock Incentive Plan, as amended (the “Plan”). The following documents heretofore filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference to the extent not otherwise amended or superseded by the contents hereof:

(a) the Registrant’s previously filed Form S-8 Registration Statement (File No. 333-30374), as filed with the Commission on February 14, 2000;

(b) the Registrant’s previously filed Form S-8 Registration Statement (File No. 333-101031), as filed with the Commission on November 6, 2002; and

(c) the Registrant’s previously filed Form S-8 Registration Statement (File No. 333-150671), as filed with the Commission on May 6, 2008.

 

Item 8. Exhibits.

The following documents are filed as exhibits to this Registration Statement:

 

Exhibit
No.

  

Description

  5.1    Opinion of Winston & Strawn LLP as to the legality of the securities being registered
23.1    Consent of Grant Thornton LLP
23.2    Consent of Winston & Strawn (included as part of Exhibit 5.1)


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 Lake Forest, State of Illinois, on February 11, 2011.

 

eLOYALTY CORPORATION
By:  

/s/ KELLY D. CONWAY

  Kelly D. Conway
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of February 11, 2011.

 

Signature

      

Title

/S/ KELLY D. CONWAY

Kelly D. Conway

    Director, President and Chief Executive Officer
(Principal Executive Officer)

/S/ WILLIAM B. NOON

William B. Noon

   

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

/S/ TENCH COXE

Tench Coxe

    Chairman of the Board and Director

/S/ HENRY J. FEINBERG

Henry J. Feinberg

    Director

/S/ JOHN T. KOHLER

John T. Kohler

    Director

/S/ DAVID B. MULLEN

David B. Mullen

    Director

/S/ MICHAEL J. MURRAY

Michael J. Murray

    Director

/S/ JOHN C. STALEY

John C. Staley

    Director


INDEX TO EXHIBITS

 

Exhibit
No.

  

Description

  5.1    Opinion of Winston & Strawn LLP as to the legality of the securities being registered
23.1    Consent of Grant Thornton LLP
23.2    Consent of Winston & Strawn LLP (included as part of Exhibit 5.1)