As filed with the Securities and Exchange Commission on July 26, 2010

Registration No. 333-        

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

QuinStreet, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		77-0512121
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

1051 East Hillsdale Blvd., Suite 800
Foster City, CA 94404
(650) 578-7700
(Address of Principal Executive Offices)

2010 Equity Incentive Plan
2010 Non-Employee Directors’ Stock Award Plan
(Full Titles of the Plan(s))

Douglas Valenti
Chief Executive Officer and Chairman
1051 East Hillsdale Blvd., Suite 800
Foster City, CA 94404
(Name and Address of Agent for Service)

(650) 578-7700
(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, 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.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Maximum

Maximum

Aggregate

Amount of

Amount to Be

Offering Price Per

Offering Price

Registration Fee

Title of Securities to be Registered

Registered (1)

Share (2)

(2)

(3)

2010 Equity Incentive Plan

Common Stock, par value $0.001 per share

2,253,484 shares

$12.64

$28,484,037.76

$2,030.92

2010 Non-Employee Directors’ Stock Award Plan

Common Stock, par value $0.001 per share

200,000 shares

$12.64

$2,528,000.00

$180.25

Total

2,453,484 shares

$12.64

$31,012,037.76

$2,211.17

 

 

INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8

     This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans are effective. The Registrant previously registered shares of its common stock for issuance under the 2010 Equity Incentive Plan and the 2010 Non-Employee Directors’ Stock Award Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 17, 2010 (File No. 333-165534). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.

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 Foster City, State of California, on the 26^th day of July, 2010.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Douglas Valenti and Kenneth Hahn, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Douglas Valenti		Chief Executive Officer
Douglas Valenti		(Principal Executive Officer) and Chairman		July 26, 2010
/s/ Kenneth Hahn		Chief Financial Officer
Kenneth Hahn		(Principal Financial Officer and Principal Accounting Officer)		July 26, 2010
/s/ William Bradley   William Bradley		Director		July 14, 2010
/s/ John G. McDonald   John G. McDonald		Director		July 26, 2010
/s/ Gregory Sands   Gregory Sands		Director		July 17, 2010
/s/ James Simons   James Simons		Director		July 26, 2010
/s/ Glenn Solomon   Glenn Solomon		Director		July 13, 2010
/s/ Dana Stalder   Dana Stalder		Director		July 13, 2010

EXHIBIT INDEX

Exhibit
Number
5.1		Opinion of Davis Polk & Wardwell LLP
23.1		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.2		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included in the signature pages hereof)
99.1		QuinStreet, Inc. 2010 Equity Incentive Plan (incorporated by reference to Exhibit 99.9 to the Registrant’s Registration Statement on Form S-8 filed on March 17, 2010)
99.2		QuinStreet, Inc. 2010 Non-Employee Directors’ Stock Award Plan (incorporated by reference to Exhibit 99.12 to the Registrant’s Registration Statement on Form S-8 filed on March 17, 2010)

Exhibit 5.1

		New York		Madrid
		Menlo Park		Tokyo
		Washington DC		Beijing
		London		Hong Kong
		Paris

Davis Polk & Wardwell llp		650 752 2000 tel
1600 El Camino Real		650 752 3600 fax
Menlo Park, CA 94025

July 26, 2010

QuinStreet, Inc.
1051 East Hillsdale Blvd., Suite 800
Foster City, California 94404

Ladies and Gentlemen:

QuinStreet, Inc., a Delaware corporation (the “Company”), is filing with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the offer and sale of an aggregate of 2,453,484 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), consisting of 2,253,484 shares issuable pursuant to the 2010 Equity Incentive Plan (the “EIP”) and 200,000 shares issuable pursuant to the 2010 Non-Employee Directors’ Stock Award Plan (together with the EIP, the “Plans”), as described in the Registration Statement.

We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents and corporate records and such matters of fact and law that we have deemed necessary for the purpose of rendering the opinion expressed herein. Based on the foregoing, we are of the opinion that the Shares, when duly issued and delivered in accordance with the terms and conditions of the Plans, will be validly issued, fully paid and non-assessable.

We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the federal laws of the United States and the General Corporation Law of the State of Delaware and the reported judicial decisions thereunder.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 19, 2009, except for Note 14 to the financial statements, as to which the date is January 14, 2010, relating to the financial statements and financial statement schedule, which appears in QuinStreet, Inc.’s Prospectus filed on February 11, 2010 pursuant to Rule 424(b) under the Securities Act of 1933, relating to the Company’s Registration Statement No. 333-163228 on Form S-1.

/s/ PricewaterhouseCoopers LLP
San Jose, California
July 26, 2010