Securities Registration: Employee Benefit Plan (s-8)
June 24 2020 - 5:02PM
Edgar (US Regulatory)
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENIE ENERGY LTD.
(Exact name of registrant as specified in
its charter)
Delaware
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45-2069276
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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520 Broad Street
Newark, New Jersey 07102
(973) 438-3500
(Address of Principal Executive Offices,
Including Zip Code and Telephone Number)
Genie Energy Ltd. 2011 Stock Option and Incentive
Plan, as Amended and Restated
(Full Title of the Plan)
Michael Stein
Chief Executive Officer
Genie Energy Ltd.
520 Broad Street
Newark, New Jersey 07102
(973) 438-3500
(Name, Address, including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copies to:
Dov T. Schwell, Esq.
Schwell Wimpfheimer & Associates LLP
37 West 39th Street, Suite 505
New York, NY 10018
(646) 328-0795
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a small reporting company. See definitions of “large accelerated
filer,” “accelerated filer” and “small reporting 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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þ
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Non-accelerated filer
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☐
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Smaller reporting company
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þ
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Emerging growth company
¨
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
Title 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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Class B Common Stock, par value $.01 per share
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300,000
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(2)
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$
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7.23
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(3)
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$
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2,169,000
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(3)
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$
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281.54
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Total
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300,000
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$
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2,169,000
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$
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281.54
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares
being registered shall be adjusted to include such additional indeterminate number of shares as may be issuable pursuant to the
anti-dilution provisions of the Genie Energy Ltd. 2011 Stock Option and Incentive Plan, as amended and restated (the “SOP”).
In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plans described herein.
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(2)
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Represents shares of Class B Common Stock reserved for issuance pursuant to the SOP.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities
Act, and based upon the average of the high and low reported prices of the shares of the Class B Common Stock of the Registrant
(“Class B Common Stock”) on the New York Stock Exchange on June 23, 2020.
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PART I
SECTION 10(a) PROSPECTUS
The documents containing
the information specified in Part I of Form S-8 will be sent or given to participants in the Genie Energy Ltd. 2011 Stock Option
and Incentive Plan, as amended and restated (the “SOP”) as specified by Rule 428(b)(1). Such documents need not be
filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 (§230.424). These documents and the documents incorporated by reference in the registration statement pursuant
to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act. See Rule 428(a)(1) (§230.428(a)(1)).
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents By
Reference.
The following documents
filed with the Securities and Exchange Commission (the “Commission”) by the Registrant, pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, filed with the Commission on March 16, 2020;
(b) The Registrant’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 11, 2020;
(c) The Registrant’s Current Reports
on Form 8-K filed with the Commission on January 8, 2020, March 12, 2020, March 25, 2020, April 7, 2020, April 22, 2020, May 7,
2020 and June 10, 2020; and
(d) The description of the Class B common stock, par value $0.01
per share (the “Class B Common Stock”), of the Registrant set forth in the Registrant’s Registration Statement
filed on Form S-3, filed with the Commission on February 5, 2018 including any amendment or report filed for the purpose of
updating such information.
All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and
Counsel.
None.
Item 6. Indemnification of Directors and
Officers.
The Registrant’s
Certificate of Incorporation provides that, no director shall be personally liable to the Corporation or any of its stockholders
for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for breach of the director’s
duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit and that any alteration, amendment or repeal of this section by the stockholders
of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of
such alteration, amendment or repeal with respect to acts or omissions occurring prior to such alteration, amendment or repeal.
The Registrant’s
By-Laws provide that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation,
or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee
or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
The By-laws further provide
that the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request
of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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
set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the 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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration
Statement; and
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(iii)
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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.
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provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) will 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 Securities Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, 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.
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(3)
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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.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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.
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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 Form S-8 Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey, on June 24, 2020.
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Genie Energy Ltd.
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By:
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/s/ Michael Stein
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Michael Stein
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Chief Executive Officer
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The undersigned directors
and officers hereby constitute and appoint Michael Stein, with full power to act and with full power of substitution and resubstitution,
our true and lawful attorney-in-fact with full power to execute in our name in the capacities indicated any and all amendments
(including post-effective amendments) to this Registration Statement and to sign any and all additional registration statements
relating to the same offering of securities as this Form S-8 that are filed pursuant to the requirements of the Securities Act
of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm that all such attorneys-in fact, or either of them, or their substitutes shall lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following persons in the
capacities indicated as of June 24, 2020.
Signature
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Titles
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/s/ Howard
S. Jonas
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Chairman of the Board
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Howard S. Jonas
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/s/ James
A. Courter
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Vice Chairman of the Board
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James A. Courter
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/s/ Michael Stein
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Chief Executive Officer
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Michael Stein
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(Principal Executive Officer)
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/s/ Avi Goldin
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Chief Financial Officer
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Avi Goldin
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ W.
Wesley Perry
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Director
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W. Wesley Perry
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/s/ Alan
Rosenthal
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Director
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Alan Rosenthal
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/s/ Allan
Sass
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Director
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Allan Sass
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