Securities Registration: Employee Benefit Plan (s-8)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on June 4, 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

AstroNova, Inc.

(Exact name of registrant as specified in its charter)

Rhode Island

(State or other jurisdiction of

incorporation or organization)

05-0318215

(I.R.S. employer

identification no.)

600 East Greenwich Avenue, West Warwick, Rhode Island, 02893

(Address of principal executive offices)

AstroNova, Inc. 2018 Equity Incentive Plan

(Full title of the plan(s))

Gregory A. Woods

Chief Executive Officer

AstroNova, Inc.

600 East Greenwich Avenue

West Warwick, Rhode Island, 02893

(Name and address of agent for service)

(401) 828-4000

(Telephone number, including area code, of agent for service)

Copies to:

Peter M. Rosenblum, Esq.

Daniel S. Clevenger, Esq.

Foley Hoag LLP

Seaport West

155 Seaport Boulevard

Boston, Massachusetts 02210

Telephone: (617) 832-1000

Telecopy: (617) 832-7000

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.

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 Securities Act. ☐

CALCULATION OF REGISTRATION FEE



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
Common Stock, $0.05 par value	300,000 (3)	$25.79	$7,737,000	$938.00

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the AstroNova, Inc. 2018 Equity Incentive Plan (as amended, the “2018 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

The proposed maximum offering price per share has been estimated in accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act solely for the purpose of calculating the registration fee with respect to shares reserved for future issuance based on the average of the high and low price of the Registrant’s common stock as quoted on the Nasdaq Global Market on May 31, 2019.

3.	Represents additional shares of the Registrant’s common stock available for issuance pursuant to awards that may be issued in the future pursuant to the 2018 Plan.

-2-

Explanatory Note

This registration statement relates to the registration of an additional 300,000 shares of common stock issuable pursuant to the AstroNova, Inc. 2018 Equity Incentive Plan (as amended, the “2018 Plan”). Pursuant to General Instruction E to Form S-8, we incorporate by reference into this registration statement the contents of our registration statement on Form S-8 (File No. 333-225404) filed with the Securities and Exchange Commission (the “Commission”) on June 4, 2018 relating to the registration of 650,000 shares for issuance under the 2018 Plan. That Form S-8 also registered for issuance under the 2018 Plan an additional number of shares (not to exceed 821,637) equal to the number of shares then subject to outstanding awards under the AstroNova, Inc. 2015 Equity Incentive Plan that have subsequently been or hereafter are forfeited, cancelled, reacquired by us or terminated and that, had such awards been issued under the 2018 Plan, would have been available for future grants.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


Exhibit No.		Description

3.1		Restated Articles of Incorporation of the Registrant and all amendments thereto (incorporated by reference to Exhibit 3A to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2016)

3.3		By-laws of the Registrant as amended to date (incorporated by reference to Exhibit 3B to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2008 (File No. 000-13200)

4.1		Specimen form of common stock certificate of the Registrant (incorporated by reference to Exhibit 4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2016)

4.2		AstroNova, Inc. 2018 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the Registrant’s definitive proxy statement on Schedule 14A filed with the SEC on May 25, 2019)

5.1†		Opinion of Foley Hoag LLP

23.1†		Consent of Wolf & Company, P.C.

23.2†		Consent of Foley Hoag LLP (included in Exhibit 5.1)

24.1†		Power of attorney (included on signature page of this Registration Statement)

†	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Town of West Warwick, Rhode Island, as of June 4, 2019.


A STRO N OVA , I NC .

By:		/s/ Gregory A. Woods
		Gregory A. Woods President, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Gregory A. Woods and David S. Smith as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacity and on the date indicated.



/s/ Gregory A. Woods Gregory A. Woods	President, Chief Executive Officer and Director ( principal executive officer )	June 4, 2019

/s/ David S. Smith David S. Smith	Chief Financial Officer ( principal accounting and financial officer )	June 4, 2019

/s/ Jean A. Bua Jean A. Bua	Director	June 4, 2019

/s/ Mitchell I. Quain Mitchell I. Quain	Director	June 4, 2019

/s/ Yvonne E. Schlaeppi Yvonne E. Schlaeppi	Director	June 4, 2019

/s/ Harold S. Schofield Harold S. Schofield	Director	June 4, 2019

/s/ Richard S. Warzala Richard S. Warzala	Director	June 4, 2019