As filed with the Securities and Exchange Commission on October 3, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ADT INC.
(Exact name of
Registrant as specified in its charter)
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Delaware
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47-4116383
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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1501 Yamato Road
Boca Raton, Florida 33431
(Address, including zip code, of Registrants principal executive offices)
ADT Inc. 2018 Omnibus Incentive Plan, as amended
(Full title of the plan)
James D. DeVries
President and Chief Executive Officer
1501 Yamato Road
Boca
Raton, Florida 33431
(561) 988-3600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
Tracey A. Zaccone, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas New York, New York 100196064
(212) 373-3000
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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common stock, par value $0.01 per share
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50,000,000 shares(2)
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$6.4315 (3)
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$321,575,000
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$41,740.44
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions.
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(2)
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Consists of shares of common stock issuable in respect of awards to be granted under the ADT Inc. 2018 Omnibus
Incentive Plan, as amended.
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(3)
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Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share
was determined based on the average of the high and low prices of ADT Inc.s common stock reported by the New York Stock Exchange as of October 1, 2019.
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