Securities Registration: Employee Benefit Plan (s-8)
September 18 2020 - 05:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on September 18, 2020
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTPORT
FUEL SYSTEMS INC.
(Exact name of registrant as specified
in its charter)
Alberta
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Not Applicable
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(State or other jurisdiction
or incorporation or organization)
|
(I.R.S. Employer
Identification Number)
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1750 West 75th Avenue, Suite 101
Vancouver, British Columbia
Canada V6P 6G2
(Address of Principal Executive Offices)
Westport Fuel Systems Inc.
Omnibus Incentive Plan
(Full title of the plan)
CT Corporation System
111 Eighth Avenue
New York, NY 10011
USA
(212) 590-9070
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Steven B. Stokdyk, Esq.
Lewis W. Kneib, Esq.
Latham & Watkins LLP
355 South Grand Avenue, Suite 100
Los Angeles, CA 90071
USA
|
Bruce Hibbard
Bennett Jones LLP
4500 Bankers Hall East
855 2nd Street SW
Calgary, AB T2P 4K7
Canada
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company or an emerging growth
company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
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
Title of securities to be registered
|
Amount to
be
registered (1)
|
Proposed
maximum
offering price
per share (2)
|
Proposed
maximum
aggregate
offering price
|
Amount of
registration fee
|
Common shares, no par value
|
9,635,140
|
$1.62
|
$15,608,926.80
|
$2,026.04
|
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(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement on Form S-8 (this “Registration Statement”) covers any additional common shares, no par
value (“Common Shares”), of Westport Fuel Systems Inc. (the “Registrant”) that may become issuable under
the Westport Fuel Systems Inc. Omnibus Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization
or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding
shares of common stock.
|
|
(2)
|
Estimated solely for calculating the amount of the registration fee pursuant to Rules 457(c) and
457(h) under the Securities Act, based upon the average of the high and low prices per share of the Common Shares on September
11, 2020 as reported on The Nasdaq Global Select Market.
|
EXPLANATORY
NOTE
On August 13, 2010 and May 31, 2016, Westport
Fuel Systems Inc. (the “Registrant”) filed Registration Statements on Form S-8 (File No. 333-168847 and 333-211726,
respectively) (the “Prior Registration Statements”) to register 2,226,645 and 654,723, respectively, of the Registrant’s
common shares, no par value (“Common Shares”), which may be issued under the Westport Fuel Systems Inc. Omnibus Incentive
Plan (the “Plan”).
At the Registrant’s Annual Meeting
of Shareholders on April 29, 2020, the Registrant’s shareholders approved an amendment to the Plan to increase the number
of Common Shares available for grant under the Plan by 7,200,000 to a maximum number of 19,583,532.
Pursuant to General Instruction E of Form
S-8, this Registration Statement is filed by the Registrant to register an additional 9,635,140 Common Shares reserved for issuance
under the Plan. In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated
herein by reference, including all exhibits filed therewith or incorporated therein by reference, except as supplemented, amended
or superseded by the information set forth below.
PART
II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by
Reference.
The following documents
filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference
in this Registration Statement:
|
(b)
|
all other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s
Annual Report on Form 40-F for the fiscal year ended December 31, 2019; and
|
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(c)
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the description of the Common Shares under the section captioned “Description of Common Shares”
in the prospectus included in the Registrant’s Registration Statement on Form F-10 (File No. 333-228551) filed with the Commission
on November 26, 2018, as amended by Amendment No. 1 to the Registration Statement on Form F-10/A filed on February 20, 2019.
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All documents, reports and definitive proxy
or information statements subsequently filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Registration Statement and 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 into this Registration Statement and to be a part hereof from the date of filing of such documents
with the Commission; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof,
which are “furnished” and not “filed” in accordance with the rules of the Commission shall not be deemed
incorporated by reference into this Registration Statement unless the Registrant expressly provides to the contrary that such document
or information is incorporated by reference into this Registration Statement.
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of
this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended (the “Securities Act”), 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 Vancouver, Province of British Columbia, Canada on September 18, 2020.
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WESTPORT FUEL SYSTEMS INC.
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|
|
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By:
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/s/ Richard Orazietti
Richard Orazietti
Chief Financial Officer
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POWER
OF ATTORNEY
Each person whose signature appears below
constitutes and appoints David M. Johnson and Richard Orazietti, and each of them, either of whom may act without the joinder of
the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for
such person and in each person’s name, place and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and registration statements filed pursuant to Rule 429 under the Securities
Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated on the dates set forth below.
Signature
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Title
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Date
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/s/ David M. Johnson
David M. Johnson
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Chief Executive Officer and Director
(Principal Executive Officer)
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September 18, 2020
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/s/ Richard Orazietti
Richard Orazietti
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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September 18, 2020
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/s/ Michele J. Buchignani
Michele J. Buchignani
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Director
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September 18, 2020
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/s/ Brenda J. Eprile
Brenda J. Eprile
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Director
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September 18, 2020
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/s/ Rita Forst
Rita Forst
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Director
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September 18, 2020
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/s/ Daniel M. Hancock
Daniel M. Hancock
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Director
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September 18, 2020
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/s/ Karl Viktor Schaller
Karl Viktor Schaller
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Director
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September 18, 2020
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/s/ Eileen Wheatman
Eileen Wheatman
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Director
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September 18, 2020
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act, the undersigned,
the duly authorized representative in the United States of the Registrant, has signed this Registration Statement on September
18, 2020.
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AUTHORIZED U.S. REPRESENTATIVE
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By:
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/s/ Richard Orazietti
Richard Orazietti
Chief Financial Officer
Westport Fuel Systems Inc.
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