Delaware
|
52-2077581
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
25501 West Valley Parkway, Suite 300
Olathe, Kansas
|
66061
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer o
|
Accelerated filer x
|
|
Non-accelerated filer o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company o
|
|
●
|
The Registrant's Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 16, 2011, including portions of the Registrant's Annual Proxy Statement filed with the SEC on March 25, 2011 that are incorporated by reference therein;
|
|
●
|
The Plan's Annual Report on Form 11-K for the year ended March 31, 2011 filed with the SEC on June 29, 2011;
|
|
●
|
The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the SEC on May 4, 2011 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed with the SEC on August 2, 2011;
|
|
●
|
The Registrant's Current Reports on Form 8-K filed with the SEC on January 13, 2011, February 3, 2011, and May 6, 2011; and
|
|
●
|
The description of the Registrant's common stock contained in the Registrant's Registration Statement on Form 8-A/A (File No. 000-26621) filed with the SEC on May 28, 2009, including any amendment or report filed for the purpose of updating such description.
|
Exhibit No.
|
Description
|
|
5.1
|
Opinion of Stinson Morrison Hecker LLP*
|
|
23.1
|
Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1)*
|
|
23.2
|
Consent of PricewaterhouseCoopers LLP**
|
|
24.1
|
Power of Attorney*
|
99.1
|
2004 Amended and Restated Stock Option Plan, formerly known as the 1998 Stock Option Plan (incorporated by reference to Exhibit 4.6 to the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed with the SEC on May 10, 2004 (File. No. 333-83171))
|
|
99.2
|
1999 National Consortium Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 6, 1999 (File. No. 333-77939))
|
|
* Previously filed.
** Filed herewith.
|
|
(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 Securities Act;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
|
(2)
|
That, for the purpose of determining any liability under the Securities 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.
|
|
(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 offering.
|
(b)
|
The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Exchange 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 Securities 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.
|
NIC INC.,
|
||
a Delaware corporation
|
||
By:
|
/s/ Harry H. Herington
|
|
Name:
|
Harry H. Herington
|
|
Title:
|
Chairman of the Board and Chief Executive Officer
|
By:
|
/s/ Harry H. Herington
|
Chairman of the Board and Chief
|
August 2, 2011
|
|
Harry H. Herington
|
Executive Officer (Principal Executive Officer)
|
|||
By:
|
*
|
Chief Financial Officer (Principal
|
August 2, 2011
|
|
Stephen M. Kovzan
|
Financial Officer)
|
|||
By:
|
/s/ Aimi Daughtery
|
Chief Accounting Officer (Principal
|
August 2, 2011
|
|
Aimi Daughtery
|
Accounting Officer)
|
|||
By:
|
*
|
Lead Independent Director
|
August 2, 2011
|
|
Art N. Burtscher
|
||||
By:
|
*
|
Director
|
August 2, 2011
|
|
Daniel J. Evans
|
||||
By:
|
*
|
Director
|
August 2, 2011
|
|
Ross C. Hartley
|
||||
By:
|
*
|
Director
|
August 2, 2011
|
|
Alexander C. Kemper
|
||||
By:
|
*
|
Director
|
August 2, 2011
|
|
Pete Wilson
|
||||
* By:
|
/s/ Harry H. Herington
|
August 2, 2011
|
||
Harry H. Herington, Attorney-in-fact
|
1999 NATIONAL INFORMATION CONSORTIUM EMPLOYEE STOCK PURCHASE PLAN
|
||
|
||
By:
|
/s/ William F. Bradley, Jr.
|
|
Name:
|
William F. Bradley, Jr.
|
|
Title:
|
Chief Operating Officer and General Counsel of NIC Inc.
|
Exhibit No.
|
Description
|
|
5.1
|
Opinion of Stinson Morrison Hecker LLP*
|
|
23.1
|
Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1)*
|
|
23.2
|
Consent of PricewaterhouseCoopers LLP**
|
|
24.1
|
Power of Attorney*
|
|
99.1
|
2004 Amended and Restated Stock Option Plan, formerly known as the 1998 Stock Option Plan (incorporated by reference to Exhibit 4.6 to the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed with the SEC on May 10, 2004 (File. No. 333-83171))
|
|
99.2
|
1999 National Consortium Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Registration Statement on Form S-1 filed with the SEC on May 6, 1999 (File. No. 333-77939))
|
|
* Previously filed.
** Filed herewith.
|