Securities Registration: Employee Benefit Plan (s-8)
May 12 2023 - 4:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 12, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
COGENT COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
46-5706863 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
2450 N Street N.W.
Washington, D.C. 20037
(Address of Principal Executive Offices)
Amended and Restated Cogent Communications
Holdings, Inc. 2017 Incentive Award Plan
(Full title of the plan)
David Schaeffer
Chief Executive Officer
Cogent Communications Holdings, Inc.
2450 N Street N.W.
Washington, D.C. 20037
(Name and address of agent for service)
(202) 295-4200
(Telephone number, including area code, of agent
for service)
Copies to:
Patrick H. Shannon
Latham & Watkins LLP
555 11th Street, N.W. Suite 1000
Washington, DC 20004
(202) 637-2200
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.
Large accelerated filer x |
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Accelerated filer |
o |
Non-accelerated filer o |
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Smaller reporting company |
o |
Emerging growth company o |
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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. o
EXPLANATORY NOTE
On February 22, 2023, the Board of Directors
(the “Board”) of Cogent Communications Holdings, Inc. (the “Company”) approved an amendment
and restatement of the Cogent Communications Holdings, Inc. 2017 Incentive Award Plan (as amended and restated, the “Plan”),
which includes an increase in the number of shares of common stock of the Company, par value $0.001 per share (the “Common Stock”),
available for issuance under the Plan by 1,200,000 shares. On May 3, 2023, stockholders voted to approve the amendment and restatement
of the Plan. This Registration Statement on Form S-8 is being filed in order to register the 1,200,000 additional shares of Common
Stock that may be offered or sold to participants under the Plan.
The Company previously filed registration statements
on Form S-8 (File Nos. 333-217608, 333-231145 and 333-255712) registering shares of Common Stock that may be offered or sold to participants
under the Plan (collectively, the “Registration Statements”). The contents of the Registration Statements are incorporated
by reference herein to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference
herein or therein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in this Part I will be sent to or given by the Company to each recipient of an award under the Plan as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of
Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either
as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The following documents filed with the Commission
by the Company are incorporated herein by reference:
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement, which
indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this registration statement and to be a part hereof from the date of filing of such document.
We are not, however, incorporating by reference
any documents or portions thereof, whether specifically listed above or included in future filings, that are not deemed “filed”
with the Commission.
Any statement contained in this registration statement
or in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document
that also is or is deemed to be incorporated by reference in this registration statement 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
8. Exhibits.
* 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 District
of Columbia, on this 12th day of May, 2023.
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COGENT COMMUNICATIONS HOLDINGS, INC. |
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By: |
/s/ DAVID SCHAEFFER |
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Name: |
David Schaeffer |
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Title: |
Chairman and Chief Executive Officer |
POWER OF ATTORNEY
We, the undersigned directors and officers of Cogent
Communications Holdings, Inc., do hereby constitute and appoint David Schaeffer and Thaddeus Weed, and each of them, our true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to do any and all acts and things in our names
and on our behalf in our capacities as directors and officers and to execute any and all instruments for us in the capacities indicated
below, which said attorney and agent may deem necessary or advisable to enable said corporation to comply with the Securities Act and
any rules, regulations and agreements of the Securities and Exchange Commission, in connection with this Registration Statement, or any
registration statement for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act,
including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto; and we hereby ratify
and confirm all that said attorney and agent shall 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.
Signature |
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Title |
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Date |
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/s/ DAVID SCHAEFFER |
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Chairman and Chief Executive Officer |
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May 12, 2023 |
David Schaeffer |
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(Principal Executive Officer) |
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/s/ THADDEUS WEED |
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Vice President, Chief Financial Officer and Treasurer |
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May 12, 2023 |
Thaddeus Weed |
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(Principal Financial and Accounting Officer) |
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/s/ MARC MONTAGNER |
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Director |
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May 12, 2023 |
Marc Montagner |
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/s/ DAVID BLAKE BATH |
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Director |
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May 12, 2023 |
David Blake Bath |
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/s/ STEVEN BROOKS |
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Director |
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May 12, 2023 |
Steven Brooks |
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/s/ LEWIS H. FERGUSON III |
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Director |
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May 12, 2023 |
Lewis H. Ferguson III |
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/s/ DENEEN HOWELL |
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Director |
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May 12, 2023 |
Deneen Howell |
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/s/ EVE HOWARD |
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Director |
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May 12, 2023 |
Eve Howard |
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/s/ SHERYL KENNEDY |
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Director |
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May 12, 2023 |
Sheryl Kennedy |
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/s/ PAUL DE SA |
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Director |
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May 12, 2023 |
Paul De Sa |
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