As filed with the Securities and Exchange Commission on July 27, 2006

Registration No. 333-______

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

SYNCHRONOSS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		06-1594540
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

750 Route 202 South
Suite 600
Bridgewater, NJ 08807
(Address of principal executive offices) (Zip Code)

SYNCHRONOSS TECHNOLOGIES, INC. 2006 EQUITY INCENTIVE PLAN
(Full title of the Plan)

Stephen G. Waldis
Chairman of the Board of Directors, President and Chief Executive Officer
750 Route 202 South
Suite 600
Bridgewater, NJ 08807
(Name and address of agent for service)
(866) 620-3940
(Name, address and telephone number, including area code, of agent for service)

Proposed

Proposed Maximum

Amount to be

Maximum Offering

Aggregate Offering

Amount of

Title of Securities to be Registered

Registered(1)(3)

Price per Share(2)

Price(2)

Registration Fee

Common Stock, $0.0001 par value

4,242,373

$6.97

$29,569,339.81

$3,169.92

 

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 Incorporation of Documents by Reference

     Synchronoss Technologies, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

(a) The Registrant’s prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 (the “1933 Act”), as amended, in connection with the Registrant’s Registration Statement No. 333-132080 on Form S-1 filed with the SEC on February 28, 2006, together with any and all amendments thereto, in which there are set forth audited financial statements for each of the Registrant’s fiscal years ended December 31, 2003, 2004 and 2005; and

(b) The description of the Registrant’s outstanding Common Stock contained in the Registrant’s Registration Statement No. 000-52049 on Form 8-A with the SEC on June 13, 2006, pursuant to Section 12 of the Securities Act of 1934, as amended (the “1934 Act”), including any amendment or report filed for the purpose of updating such description.

     All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation’s Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the 1933 Act. The Registrant’s Bylaws provide for mandatory indemnification of its directors and permissible indemnification of officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. The Registrant’s Certificate of Incorporation provides that, pursuant to Delaware law, its directors shall not be liable for monetary damages for breach of their fiduciary duty as directors to the Registrant and its stockholders. This provision in the Certificate of Incorporation does not eliminate the fiduciary duty of the directors, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the Registrant for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. The Registrant has entered into Indemnification Agreements

with its directors. The Indemnification Agreements provide the Registrant’s directors with further indemnification to the maximum extent permitted by the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

Exhibit Number				Exhibit
	5			Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
	23.1			Consent of Independent Registered Public Accounting Firm.
	23.2			Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5.
	24			Power of Attorney. Reference is made to page II-4 of this Registration Statement.

Item 9. Undertakings

     A. The undersigned Registrant 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 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act 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 and (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 Registrant’s 2006 Equity Incentive Plan.

     B. The undersigned Registrant hereby undertakes, that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) 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 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the 1933 Act, 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 Bridgewater, State of New Jersey on this 27th day of July, 2006.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Synchronoss Technologies, Inc., a Delaware corporation, do hereby constitute and appoint Stephen G. Waldis, Lawrence R. Irving and Marc F. Dupré, and any of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the 1933 Act, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

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

Name		Title		Date
/s/ Stephen G. Waldis		Chairman of the Board of Directors, President and Chief Executive Officer		July 27, 2006
Stephen G. Waldis
/s/ Lawrence R. Irving		Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)		July 27, 2006
Lawrence R. Irving
/s/ William Cadogan		Director		July 27, 2006
William Cadogan
/s/ Charles Hoffman		Director		July 27, 2006
Charles Hoffman

Name		Title		Date
/s/ Thomas J. Hopkins		Director		July 27, 2006
Thomas J. Hopkins
/s/ James McCormick		Director		July 27, 2006
James McCormick
/s/ Scott Yaphe		Director		July 27, 2006
Scott Yaphe

EXHIBIT INDEX

Exhibit Number				Exhibit
	5			Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
	23.1			Consent of Independent Registered Public Accounting Firm.
	23.2			Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5.
	24			Power of Attorney. Reference is made to page II-4 of this Registration Statement.

EXHIBIT 5

July 27, 2006

Synchronoss Technologies, Inc.
750 Route 202 South
Suite 600
Bridgewater, NJ 08807

Re:		Synchronoss Technologies, Inc. Registration Statement for 4,242,373 Shares of Common Stock

Ladies and Gentlemen:

     We refer to your registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of 4,242,373 shares of Common Stock issuable under the 2006 Equity Incentive Plan or the predecessor 2000 Stock Plan (together, the “Plans”). I advise you that, in our opinion, when such shares have been issued and sold pursuant to the applicable provisions of the Plans, and in accordance with the Registration Statement, such shares will be validly issued, fully paid and nonassessable shares of the Company’s Common Stock.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-                    ) pertaining to the 2006 Equity Incentive Plan of Synchronoss Technologies, Inc. and to the incorporation by reference therein of our report dated February 17, 2006 with respect to the financial statements and schedule of Synchronoss Technologies, Inc. for the year ended December 31, 2005, included in its Registration Statement (Form S-1 No. 333-132080) filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

MetroPark, NJ
July 25, 2006