As filed with the Securities and Exchange Commission
on May 13, 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
JAMF
HOLDING CORP.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
100 Washington Ave S, Suite 1100
Minneapolis, MN
(Address of Principal Executive Offices) |
|
82-3031543
(I.R.S. Employer Identification No.)
55401
(Zip Code) |
Jamf Holding Corp. Omnibus Incentive Plan
(Full title of the plan)
Jeff Lendino
Chief Legal Officer
100 Washington Ave S, Suite 1100
Minneapolis, MN 55401
(Name and address of agent for service)
(612) 605-6625
(Telephone number, including area code, of agent
for service)
Copies to:
Robert M. Hayward, P.C.
Robert E. Goedert, P.C.
Kirkland & Ellis LLP
333 West Wolf Point Plaza
Chicago, Illinois 60654
(312) 862-2000
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 |
x |
Accelerated
filer |
¨ |
| Non-accelerated
filer |
¨ |
Smaller
reporting company |
¨ |
| |
|
Emerging
growth company |
¨ |
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 7(a)(2)(B) of the Securities Act . ¨
EXPLANATORY NOTE
This Registration Statement
on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional 18,000,000 shares
of common stock, $0.001 par value per share (“Common Stock”), of Jamf Holding Corp. (the “Company”), which have
been authorized and reserved for issuance under the Jamf Holding Corp. Omnibus Incentive Plan (the “Plan”) and include shares
of Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share
recycling, automatic share reserve increase and other terms and provisions of the Plan. In accordance with General Instruction E to Form S-8,
the Company’s registration statement on Form S-8 relating to the Plan and the Amended and Restated Jamf Holding Corp. 2017
Stock Option Plan, previously filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2020 (File No. 333-240087),
is incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following exhibits are filed with or incorporated
by reference into this Registration Statement.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Company 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 Minneapolis, State of Minnesota, on May 13, 2024.
| |
JAMF HOLDING CORP. |
| |
|
| |
By: |
/s/ Ian Goodkind |
| |
|
Name: |
Ian Goodkind |
| |
|
Title: |
Chief Financial Officer |
Each person whose signature appears below constitutes and appoints,
jointly and severally, Ian Goodkind and Jeff Lendino, as his or her attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments),
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated on May 13, 2024.
| Signature | | Title |
| | | |
| /s/ John Strosahl | | Chief
Executive Officer and Director |
| John Strosahl | | (Principal
Executive Officer) |
| | | |
| /s/ Ian Goodkind | | Chief
Financial Officer |
| Ian Goodkind | | (Principal
Financial and Accounting Officer) |
| | | |
| /s/ David Breach | | Director |
| David Breach | | |
| | | |
| /s/ Andre Durand | | Director |
| Andre Durand | | |
| | | |
| /s/ Michael Fosnaugh | | Director |
| Michael Fosnaugh | | |
| | | |
| /s/ Virginia Gambale | | Director |
| Virginia Gambale | | |
| | | |
| /s/ Charles Guan | | Director |
| Charles Guan | | |
| | | |
| /s/ Dean Hager | | Director |
| Dean Hager | | |
| | | |
| /s/ Kevin Klausmeyer | | Director |
| Kevin Klausmeyer | | |
| | | |
| /s/ Vina Leite | | Director |
| Vina Leite | | |
| | | |
| /s/ Christina Lema | | Director |
| Christina Lema | | |
| | | |
| /s/ Martin Taylor | | Director |
| Martin Taylor | | |
Exhibit 5.1
 |
| |
333 West Wolf Point Plaza
Chicago, IL 60654
United States
+1 312 862 2000
www.kirkland.com |
Facsimile:
+1 312 862 2200 |
May 13, 2024
Jamf Holding Corp.
100 Washington Ave S, Suite 1100
Minneapolis, MN 55401
| Re: |
Registration Statement
on Form S-8 |
Ladies and Gentlemen:
We are acting as special
counsel to Jamf Holding Corp., a Delaware corporation (the “Company”), in connection with the preparation and filing
by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) on the date hereof under
the Securities Act of 1933, as amended (the “Act”), covering the proposed registration by the Company of up to 18,000,000
shares of its common stock, par value $0.001 per share (the “Shares”) pursuant to the Jamf Holding Corp. Omnibus Incentive
Plan (the “Plan”), including Shares that may again become available for delivery with respect to awards under the
Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.
In connection therewith,
we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and
other instruments as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents
of the Company, including its Second Amended and Restated Certificate of Incorporation, (ii) minutes and records of the proceedings
of the Company with respect to the issuance and sale of the Shares, (iii) the Plan and (iv) the Registration Statement and
the exhibits thereto.
For purposes of this opinion,
we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted
to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity
of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered,
the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts
relevant to the opinion expressed herein, but have relied upon statements and representations of officers and other representatives of
the Company and others.
Austin
Bay Area Beijing Boston Brussels Dallas
Hong Kong Houston London Los Angeles
Miami Munich New York Paris Riyadh
Salt Lake City Shanghai Washington, D.C.
 |
Jamf Holding Corp.
May 13, 2024
Page 2 |
|
Based upon and subject to
the foregoing qualifications, assumptions and limitations and further limitations set forth below, we are of the opinion that the Shares
are duly authorized and (i) when the Registration Statement related to the Shares becomes effective under the Act, (ii) when
the Shares have been duly issued in accordance with the terms of the Plan, (iii) when the Shares are duly countersigned by the Company’s
registrar, and (iv) upon receipt by the Company of the consideration to be paid therefor, the Shares will be validly issued, fully
paid and non-assessable.
Our opinion expressed above
is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except
the General Corporation Law of the State of Delaware.
We have relied without independent
investigation upon, among other things, an assurance from the Company that the number of shares which the Company is authorized to issue
in its Second Amended and Restated Certificate of Incorporation exceeds the number of shares outstanding and the number of shares which
the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes other than issuances in connection with the
Plan by at least the number of Shares which may be issued in connection with the Plan and we have assumed that such condition will remain
true at all future times relevant to this opinion. We have assumed that the Company will cause certificates, if any, representing the
Shares issued in the future to be properly executed and delivered and will take all other actions appropriate for the issuances of such
Shares. Our opinion assumes that the Registration Statement related to the Shares will become effective under the Act before any Shares
covered by such Registration Statement are sold.
We hereby consent to the
filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations
of the Commission.
We do not find it necessary
for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue
Sky” laws of the various states to the issuance and sale of the Shares.
This opinion is limited to
the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation
to revise or supplement this opinion after the date of effectiveness should the present laws of the General Corporation Law of the State
of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof. This opinion is furnished to you
in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Act.
|
Jamf Holding Corp.
May 13, 2024
Page 3 |
|
| |
Very truly yours, |
| |
|
| |
/s/ Kirkland & Ellis LLP |
| |
|
| |
KIRKLAND & ELLIS LLP |
Exhibit 23.1
Consent of Independent
Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Omnibus Incentive Plan of Jamf Holding Corp. and the Amended and Restated Jamf Holding Corp. 2017 Stock
Option Plan of our reports dated February 27, 2024, with respect to the consolidated financial statements of Jamf Holding Corp. and
the effectiveness of internal control over financial reporting of Jamf Holding Corp. included in its Annual Report (Form 10-K) for
the year ended December 31, 2023, filed with the Securities and Exchange Commission.
| /s/ Ernst & Young LLP |
|
| |
|
| Minneapolis, Minnesota |
|
| May 13, 2024 |
|
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
JAMF HOLDING CORP.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
| Security Type |
Security Class
Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering Price
Per Unit(3) |
Maximum
Aggregate
Offering
Price(3) |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Common Stock, $0.001 par value per share |
Rule 457(c) and (h) |
18,000,000(2) |
$19.74 |
$355,320,000 |
0.00014760 |
$52,445.24 |
| Total Offering Amounts |
|
$355,320,000 |
|
$52,445.24 |
| Total Fee Offsets |
|
|
|
N/A |
| Net Fee Due |
|
|
|
$52,445.24 |
| (1) |
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, $0.001 par value per share (“Common Stock”), which may become issuable under the Jamf Holding Corp. Omnibus Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction affecting the Common Stock. |
| (2) |
Represents additional shares of Common Stock reserved and available for delivery with respect to awards issued under the Plan, which include shares of Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling, automatic share reserve increase and other terms and conditions of the Plan. |
| (3) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The price of $19.74 per share represents the average of the high and low price of a share of the Common Stock on May 10, 2024, as reported on The Nasdaq Global Select Market. |
Jamf (NASDAQ:JAMF)
過去 株価チャート
から 10 2024 まで 11 2024
Jamf (NASDAQ:JAMF)
過去 株価チャート
から 11 2023 まで 11 2024
