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 |
|
45-2069276 |
| (State of Incorporation) |
|
(I.R.S. Employer Identification
No.) |
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.
| |
Large accelerated filer |
☐ |
Accelerated filer |
þ
|
|
| |
Non-accelerated
filer |
☐ |
Smaller reporting company |
þ
|
|
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 |
|
Amount
to be
Registered(1)
|
|
|
Proposed
Maximum
Offering Price
Per Share
|
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
|
Amount of
Registration Fee
|
|
| Class B Common Stock,
par value $.01 per share |
|
|
300,000 |
(2) |
|
$ |
7.23 |
(3) |
|
$ |
2,169,000 |
(3) |
|
$ |
281.54 |
|
|
Total |
|
|
300,000 |
|
|
|
|
|
|
$ |
2,169,000 |
|
|
$ |
281.54 |
|
|
(1) |
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. |
|
(2) |
Represents shares of Class B Common
Stock reserved for issuance pursuant to the SOP. |
|
(3) |
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. |
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.
|
(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; |
|
(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 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 |
|
(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) 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.
|
(2) |
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. |
|
(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 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. |
|
(c) |
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. |
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.
| |
Genie Energy
Ltd. |
| |
|
|
| |
By: |
/s/ Michael Stein |
| |
|
Michael Stein |
| |
|
Chief Executive Officer |
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 |
|
Titles |
| |
|
|
|
/s/ Howard S.
Jonas |
|
Chairman of the Board |
| Howard S. Jonas |
|
|
| |
|
|
|
/s/ James A.
Courter |
|
Vice
Chairman of the Board |
| James A. Courter |
|
|
| |
|
|
|
/s/ Michael Stein |
|
Chief
Executive Officer |
| Michael Stein |
|
(Principal Executive Officer) |
| |
|
|
|
/s/ Avi Goldin |
|
Chief
Financial Officer |
| Avi Goldin |
|
(Principal Financial Officer and Principal
Accounting Officer) |
| |
|
|
|
/s/ W. Wesley
Perry |
|
Director |
| W.
Wesley Perry |
|
|
| |
|
|
|
/s/ Alan Rosenthal |
|
Director |
| Alan Rosenthal |
|
|
| |
|
|
|
/s/ Allan Sass |
|
Director |
| Allan Sass |
|
|
EXHIBIT INDEX
II-5
Genie Energy (NYSE:GNE)
Historical Stock Chart
From Dec 2020 to Jan 2021
Genie Energy (NYSE:GNE)
Historical Stock Chart
From Jan 2020 to Jan 2021
