Securities Registration: Employee Benefit Plan (s-8)
August 31 2021 - 4:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on August 31, 2021
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HALL
OF FAME RESORT & ENTERTAINMENT COMPANY
(Exact
name of registrant as specified in its charter)
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Delaware
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84-3235695
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer
Identification
No.)
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2626
Fulton Drive NW, Canton, Ohio
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44718
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Hall
of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan
Inducement
Restricted Stock Unit Award Agreement –Steier
Inducement
Restricted Stock Unit Award Agreement –Langerman
(Full
title of the plan)
Michael
Crawford
Chief
Executive Officer
2626
Fulton Drive NW
Canton,
OH 44718
(330)
458-9176
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
J. Steven Patterson, Esq.
Hunton Andrews Kurth LLP
2200 Pennsylvania Ave NW
Washington, DC 20037
(202) 955-1500
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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Accelerated
filer ☐
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Non-accelerated
filer ☒
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Smaller
reporting company ☒
Emerging
growth company ☒
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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 securities to be registered(1)
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Amount
to be
registered(1)
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Proposed Maximum Offering Price Per Share(2)
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Proposed Maximum Aggregate Offering
Price(2)
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Amount Of Registration Fee
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Common stock, par value $0.0001 per share
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4,000,000
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(3)
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$
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2.91
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$
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11,640,000.00
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$
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1,269.92
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Common stock, par value $0.0001 per share
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66,460
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(4)
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$
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2.91
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$
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193,398.60
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$
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21.10
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Common stock, par value $0.0001 per share
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131,694
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(5)
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$
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2.91
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$
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383,229.54
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$
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41.81
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Total:
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4,198,154
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N/A
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$
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12,216,628.14
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$
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1,332.83
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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”),
this registration statement (this “Registration Statement”) also covers such
additional securities as may hereinafter be offered or issued to prevent dilution resulting
from any share split, share dividends, recapitalization or certain other capital adjustments.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under
the Securities Act, based on an average of the high and low prices of the common stock, par
value $0.0001 per share (the “Common Stock”), of Hall of Fame Resort & Entertainment
Company (the “Company”) as reported on the Nasdaq Global Select Market on August
24, 2021.
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(3)
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This
Registration Statement covers the registration of 4,000,000 shares of Common Stock, which
may be offered and sold upon the exercise or vesting of stock-based awards or the issuance
of stock-based awards which may hereinafter be issued under the Hall of Fame Resort &
Entertainment Company Amended 2020 Omnibus Incentive Plan.
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(4)
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Consists
of 66,460 shares of Common Stock issuable upon vesting of restricted stock units granted
to Olivia Steier, the Executive Vice President, Content Development/Distribution, on November 13, 2020.
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(5)
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Consists
of 131,694 shares of Common Stock issuable upon vesting of restricted stock units granted
to Scott Langerman, the Executive Vice President, Media Business Development, on November 13, 2020.
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EXPLANATORY
NOTE
Hall
of Fame Resort & Entertainment Company (the “Company”) has prepared this registration statement on Form S-8 to register
4,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for issuance under
the Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan, as amended, formerly known as the GPAQ Acquisition
Holdings, Inc. 2020 Omnibus Incentive Plan (the “Plan”). This Registration Statement additionally registers 66,460 shares
of Common Stock issuable upon the vesting of a restricted stock unit award granted to Olivia Steier, Executive Vice President, Content
Development/Distribution, on November 13, 2020, pursuant to the terms of a Restricted Stock Unit Award Agreement by and between the Company
and Ms. Steier, dated as of November 13, 2020 (the “Steier Award Agreement”) as an inducement material to her entering into
employment with the Company, and 131,694 shares of Common Stock issuable upon the vesting of a restricted stock unit award granted
to Scott Langerman, the Executive Vice President, Media Business Development, on November 13, 2020, pursuant to the terms of a Restricted
Stock Unit Award Agreement by and between the Company and Mr. Langerman, dated as of November 13, 2020 (the “Langerman Award Agreement”)
as an inducement material to him entering into employment with the Company.
PART
I
INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
The
documents containing the information specified in this Part I will be delivered as required by Rule 428(b)(1). Such documents are not
required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement.
Item
2. Registrant Information and Employee Plan Annual Information.*
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*
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As
permitted by Rule 428 under the Securities Act this Registration Statement omits the information specified in Part I of Form S-8. The
documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act. These 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 under the Securities Act. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
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PART
II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Company with the Commission pursuant to the Securities Act, and the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) are incorporated herein by reference and made a part hereof:
(a)
The Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 10, 2021, as
amended by Amendment No. 1 to Annual Report on Form
10-K/A for the year ended December 31, 2020, filed with the Commission on May 12, 2021 (File No. 001-38363);
(b)
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on May 14, 2021 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021,
filed with the Commission on August 12, 2021 (File
No. 001-38363);
(c)
The Company’s Current Reports on Form 8-K, filed with the Commission on February
3, 2021, February
16, 2021, April
29, 2021, May 14,
2021, June 4,
2021 and August 12, 2021 (in each case, excluding those portions furnished pursuant to Item 2.02 and Item 7.01, if applicable)
(File No. 001-38363); and
(d)
the description of our Common Stock contained in our Current Report on Form 8-K (File No. 001-38363), filed with the Commission on July
8, 2020, as updated by the description of our Common Stock contained in Exhibit 4.7 to Amendment No. 1 to Form 10-K/A for the year ended
December 31, 2020, filed with the Commission on May 12, 2021 (File No. 001-38363), including any amendments or reports filed for the
purpose of updating such description.
All
reports and other documents that we file in accordance with Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates
that all securities offered by this Registration Statement have been sold or that deregisters all securities covered hereby 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. If any document that we file changes anything stated in this Registration Statement or in an earlier document
that is incorporated into this Registration Statement, the later document will modify or supersede what is stated in this Registration
Statement or the earlier document. Unless expressly incorporated by reference into this Registration Statement, nothing in
this Item 3 shall be deemed to incorporate information furnished by us on Form 8-K (pursuant to the requirements of Regulation
FD or otherwise) that, pursuant to and in accordance with the rules and regulations of the Commission, is not deemed “filed”
for purposes of the Exchange Act.
Item
4. Description of Securities
Not
applicable.
Item
5. Interests of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification of Officers and Directors
Section 145 of the Delaware
General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is
made a party by reason of such person being or having been a director, officer, employee or agent of the registrant. The DGCL provides
that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement,
vote of stockholders or disinterested directors or otherwise. Our Certificate of Incorporation provides for indemnification by us of our
directors and officers to the fullest extent permitted by the DGCL.
Section
102(b)(7) of the DGCL permits a corporation to provide in its Certificate of Incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful
stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal
benefit. Our Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.
We
maintain standard policies of insurance under which coverage is provided (1) to our directors and officers against loss arising from
claims made by reason of breach of duty or other wrongful act, while acting in their capacity as our directors and officers, and (2)
to us with respect to payments which may be made by us to such officers and directors pursuant to any indemnification provision contained
in our Certificate of Incorporation and Bylaws or otherwise as a matter of law.
Item
7. Exemption From Registration Claimed
Not
applicable.
Item
8. Exhibits
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 Securities Act of 1933, as amended (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 set forth 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 Securities and Exchange Commission (the “Commission”) pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(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;
provided,
however, that: Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference
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
an 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.
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 City of Canton, State of Ohio, on August 31, 2021.
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HALL OF FAME RESORT & ENTERTAINMENT
COMPANY
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By:
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/s/ Michael Crawford
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Name:
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Michael Crawford
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Title:
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Chief Executive Officer
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POWER
OF ATTORNEY
Each
of the undersigned, whose signature appears below, hereby constitutes and appoints Tara Charnes, Michael Crawford and Jason Krom,
and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration
statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act
and thing necessary or appropriate to be done with respect to this registration statement or any amendments hereto in the premises,
as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the date indicated.
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Signature
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Title
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Date
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/s/
Michael Crawford
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Chief
Executive Officer and Chairman
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August
31, 2021
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Michael
Crawford
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(Principal
Executive Officer)
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/s/
Jason Krom
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Chief
Financial Officer
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August
31, 2021
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Jason
Krom
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(Principal
Financial and Accounting Officer)
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/s/
Anthony J. Buzzelli
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Director
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August
31, 2021
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Anthony
J. Buzzelli
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/s/
David Dennis
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Director
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August
31, 2021
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David
Dennis
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/s/
James J. Dolan
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Director
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August
31, 2021
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James
J. Dolan
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/s/
Karl L. Holz
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Director
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August
31, 2021
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Karl
L. Holz
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/s/
Stuart Lichter
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Director
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August
31, 2021
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Stuart
Lichter
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/s/
Curtis Martin
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Director
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August
31, 2021
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Curtis
Martin
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/s/
Mary Owen
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Director
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August
31, 2021
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Mary
Owen
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/s/
Edward J. Roth III
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Director
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August
31, 2021
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Edward
J. Roth III
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/s/
Lisa Roy
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Director
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August
31, 2021
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Lisa
Roy
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/s/
Kimberly K. Schaefer
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Director
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August
31, 2021
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Kimberly
K. Schaefer
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