Delaware
|
|
11-2936371
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
600
California Street, 9th
Floor
San
Francisco, CA
|
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94108
|
(Address
of Principal Executive Offices)
|
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(Zip
Code)
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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
|
|||||||||
Amended
2003 Stock Option and Incentive Plan Common Stock, $0.0001 par
value
|
7,000,000
shares
|
$
|
0.62
|
$
|
4,340,000
|
$
|
464.38
|
||||||
Amended
2002 Employee Stock Purchase Plan Common Stock, $0.0001 par
value
|
1,500,000
|
0.62
|
930,000
|
99.51
|
|||||||||
2006
Directors’ Stock Option and Incentive Plan Common Stock, $0.0001 par
value
|
840,000
|
0.62
|
520,800
|
55.73
|
|||||||||
Total
|
9,340,000
|
$
|
5,790,800
|
$
|
619.62
|
(1)
|
|
In
addition, pursuant to Rule 416 under the Securities Act of 1933,
as
amended, (i) this registration statement shall
also cover any additional shares of the Registrant’s Common Stock that
become issuable by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant’s receipt of consideration which results in an increase in the
number of the outstanding shares of the Registrant’s Common Stock; and
(ii) the number of shares covered by this registration statement
shall be
proportionately reduced if all of the shares of the Registrant’s Common
Stock are combined by a reverse split into a lesser number of shares
of
Common Stock..
|
(2)
|
|
Calculated
solely for purposes of this offering under Rule 457(h) of the Securities
Act of 1933, as amended, on the basis of the average of the high
and low
selling prices per share of the Registrant’s Common Stock on October 6,
2006, as reported by the American Stock
Exchange.
|
PART
II Information Required in the Registration Statement
|
|
|
|
|
|
Item
3.Incorporation of Documents by Reference
|
|
2
|
|
|
|
Item
4.Description of Securities
|
|
2
|
|
|
|
Item
5.Interests of Named Experts and Counsel
|
|
2
|
|
|
|
Item
6.Indemnification of Directors and Officers
|
|
2
|
|
|
|
Item
7.Exemption from Registration Claimed
|
|
3
|
|
|
|
Item
8.Exhibits
|
|
3
|
|
|
|
Item
9.Undertakings
|
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3
|
|
|
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SIGNATURES
|
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4
|
|
|
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EXHIBIT
INDEX
|
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5
|
EXHIBIT
4.1
|
|
|
EXHIBIT
5.1
|
||
EXHIBIT
10.47
|
||
EXHIBIT
10.48
|
||
EXHIBIT
10.49
|
||
EXHIBIT
23.1
|
Item 3. Incorporation
of Documents by Reference
|
|
(a)
|
|
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005 filed with the SEC on February 16,
2006;
|
|
(b)
|
|
The
Registrant’s Quarterly Reports on Form 10-Q, for the period ended March
31, 2006, filed with the SEC on May 9, 2006, and for the period ended
June
30, 2006 filed on August 8, 2006;
|
|
(c)
|
|
The
Registrant’s Current Reports on Form 8-K filed with the SEC on February
16, 2006, March 8, 2006, and May 8, 2006, the two Current Reports
on Form
8-K filed with the SEC on May 9, 2006, and the Current Report on
Form 8-K
filed with the SEC on August 8, 2006;
and
|
|
(d)
|
|
The
Registrant’s Registration Statement on Form 8-A12B filed with the SEC on
April 17, 2000 as amended by the Registrant’s Registration Statement on
Form 8-A12B/A filed with the SEC on July 7, 2000, and
the Registrant’s Registration Statement on Form 8-A12B filed with the SEC
on September 14, 2005,
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended
(the “1934 Act”), in which are described the terms, rights and provisions
applicable to the Registrant’s Common
Stock.
|
Item 4. Description
of Securities.
|
Item 5. Interests
of Named Experts and
Counsel.
|
Item 6. Indemnification
of Directors and Officers.
|
Item 7. Exemption
from Registration Claimed.
|
Item 8. Exhibits
|
4.1
|
|
Instruments
Defining the Rights of Stockholders. Reference is made to the Registrant’s
Registration Statement on Form 8-A12B filed with the SEC on April
17, 2000
as amended by the Registrant’s Registration Statement on Form 8-A12B/A
filed with the SEC on July 7, 2000, and the Registrant’s Registration
Statement on Form 8-A12B filed with the SEC on September 14, 2005,
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended
(the “1934 Act”), in which are described the terms, rights and provisions
applicable to the Registrant’s Common Stock.
|
|
|
|
5.1
|
|
Opinion
and Consent of Fish & Richardson.
|
10.47
|
Amended
2003 Stock Option and Incentive Plan.
|
|
10.48
|
Amended
2002 Employee Stock Purchase Plan
|
|
10.49
|
2006
Director’s Stock Option and Incentive Plan
|
|
|
|
|
23.1
|
|
Consent
of Ernst & Young LLP, Independent Registered Public Accounting
Firm.
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Item 9. Undertakings.
|
MCF
CORPORATION
|
||
By: |
/s/
D. JONATHAN
MERRIMAN
|
|
D. Jonathan Merriman, |
||
Chairman
of the Board and Chief Executive
Officer
|
Signature
|
Title
|
Date
|
||||
/s/
D. JONATHAN
MERRIMAN
|
||||||
D.
Jonathan Merriman
|
Chairman
of the Board and Chief Executive Officer
|
October
10, 2006
|
||||
/s/
DONALD
H. SLEDGE
|
||||||
Donald
H. Sledge
|
Director
|
October
10, 2006
|
||||
/s/
RONALD
E. SPEARS
|
||||||
Ronald
E. Spears
|
Director
|
October
10, 2006
|
||||
/s/
STEVE
W. TOWN
|
||||||
Steve
W. Town
|
Director
|
October
10, 2006
|
||||
/s/
PATRICK
ARBOR
|
||||||
Patrick
Arbor
|
Director
|
October
10, 2006
|
||||
/s/
RAYMOND
MINEHAN
|
||||||
Raymond
Minehan
|
Director
|
October
10, 2006
|
||||
/s/
DENNIS
SCHMAL
|
||||||
Dennis
Schmal
|
Director
|
October
10, 2006
|
||||
/s/
ANTHONY
HELFET
|
||||||
Anthony
Helfet
|
Director
|
October
10, 2006
|
||||
/s/
SCOTT
POTTER
|
||||||
Scott
Potter
|
Director
|
October
10, 2006
|
Exhibit
Number
|
Exhibit
|
|
4.1
|
|
Instruments
Defining the Rights of Stockholders. Reference is made to the Registrant’s
Registration Statement on Form 8-A12B filed with the Securities and
Exchange Commission on April 17, 2000 as amended by the Registrant’s
Registration Statement on Form 8-A12B/A filed with the Securities
and
Exchange Commission on July 7, 2000, and the Registrant’s Registration
Statement on Form 8-A12B filed with the SEC on September 14, 2005,
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended
(the “1934 Act”), in which are described the terms, rights and provisions
applicable to the Registrant’s Common Stock.
|
5.1
|
|
Opinion
and Consent of Fish & Richardson P.C.
|
10.47
|
Amended
2003 Stock Option and Incentive Plan.
|
|
10.48
|
Amended
2002 Employee Stock Purchase Plan
|
|
10.49
|
2006
Director’s Stock Option and Incentive Plan
|
|
23.1
|
|
Consent
of Ernst & Young LLP, Independent Registered Public Accounting
Firm.
|