Registration No. 333-
As filed with the Securities and Exchange Commission on October 19, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Great Elm Capital Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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94-3219054
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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800 South Street, Suite 230
Waltham, MA 02453
(Address of Principal Executive Offices) (Zip Code)
Great Elm Capital Group, Inc.
Amended and Restated 2016 Long-Term Incentive Compensation Plan
(Full title of the plan)
Peter A. Reed
Chief
Executive Officer
Great Elm Capital Group, Inc.
800 South Street, Suite 230
Waltham, MA 02453
(Name
and address of agent for service)
(617)
375-3006
(Telephone number, including area code, of agent for service)
Copies to:
Rory T. Hood
Jones Day
250
Vesey Street
New York, New York 10281
(212)
326-3939
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 securities
to be registered
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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, $0.001 par value (“Common Stock”), to
be issued pursuant to the Great Elm Capital Group, Inc. Amended and Restated 2016 Long-Term Incentive Compensation Plan (the “LTIP”)
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1,500,000
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$3.20
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$4,800,000
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$581.76
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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 also covers an indeterminate number of additional shares of common stock of Great Elm Capital Group, Inc. that become issuable under the LTIP by reason of any stock dividend, stock split, recapitalization, or other similar
transaction effected that results in an increase to the number of outstanding shares of the registrant’s common stock, as applicable.
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(2)
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Pursuant to Rule 457(h) of the Securities Act, the proposed maximum offering price per share is estimated
solely for the purpose of calculating the amount of the registration fee. The proposed maximum offering price per share and aggregate offering price are based upon the average of the high and low prices for the registrant’s common stock as
reported on the Nasdaq Global Select Market on October 12, 2018, in accordance with Rule 457(c) of the Securities Act.
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