Securities Registration: Employee Benefit Plan (s-8)
June 04 2021 - 05:15PM
Edgar (US Regulatory)
As filed with the Securities Exchange Commission
on June 4, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
ADAPTHEALTH CORP.
(Exact name of registrant as specified in its
charter)
Delaware
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82-3677704
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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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220
West Germantown Pike, Suite 250
Plymouth Meeting, Pennsylvania
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19462
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(Address
of Principal Executive Offices)
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(Zip
Code)
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AdaptHealth Corp. 2019 Stock Incentive Plan
(Full title of the plan)
Christopher Joyce
General Counsel
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, Pennsylvania 19462
(Name and address of agent for service)
(610) 630-6357
(Telephone number, including area code, of agent
for service)
Copies to:
Michael Brandt
Danielle Scalzo
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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 x
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Non-accelerated
filer ¨
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Smaller
reporting company x
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Emerging
growth company x
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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.
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¨
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CALCULATION OF REGISTRATION FEE
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
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Proposed
maximum
aggregate offering price
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Amount
of registration fee
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Class A
Common Stock, par value $0.0001 per share
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3,959,892
(2)
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$6.24
(3)
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$24,719,658.18
(3)
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$2,696.91
(4)
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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 registers
an indeterminable number of additional shares of Class A Common Stock, par value $0.0001
per share (“Class A Common Stock”), of AdaptHealth Corp. (the “Company”
or “Registrant”), as may hereafter be offered or issued under the AdaptHealth
Corp. 2019 Stock Incentive Plan (the “Plan”) to prevent dilution resulting
from any future stock splits, stock dividends or similar adjustments of the outstanding Class A
Common Stock.
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(2)
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Represents 3,959,892 shares of Class A Common Stock issuable
pursuant to the exercise of outstanding options of AeroCare Holdings, Inc. (“AeroCare”)
assumed by the Registrant as “Substitute Awards” under the Plan and, subject
to and as appropriately adjusted in accordance with NASDAQ Listing Rule 5635(c) and
IM-5635-1, converted into options of the Registrant (the “Substitute Options”)
in connection with the acquisition of AeroCare on February 1, 2021 pursuant to that
certain Agreement and Plan of Merger, dated December 1, 2020, by and among the Company,
AH Apollo Merger Sub Inc., AH Apollo Merger Sub II, Inc., AeroCare and Peloton Equity,
LLC.
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(3)
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Estimated solely for purposes of calculating the amount of the registration
fee, pursuant to Rules 457(c) and 457(h) under the Securities Act, based on
the weighted average exercise price of the Substitute Options.
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(4)
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The amount of registration fee is calculated only with respect to
the additional shares of Class A Common Stock registered on this Registration Statement.
The existing securities issuable under the Plan were registered, and the correlating registration
fee paid, pursuant to the Registration Statement on Form S-8 (File No. 333-236012)
filed by the Company on January 22, 2020.
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EXPLANATORY NOTE
On February 1, 2021, AdaptHealth Corp. (the
“Company” or “Registrant”) acquired AeroCare Holdings, Inc. (“AeroCare”) pursuant to the consummation
of the transactions (collectively, the “Transaction”) contemplated under that certain Agreement and Plan of Merger,
dated December 1, 2020, by and between the Company, AeroCare, AH Apollo Merger Sub Inc., AH Apollo Merger Sub II, Inc. and
Peloton Equity, LLC (the “Merger Agreement”).
This Registration Statement on Form S-8
is filed by the Registrant to register 3,959,892 shares of the Registrant’s Class A Common Stock, par value $0.0001 per share
(“Class A Common Stock”), issuable pursuant to the exercise of outstanding options of AeroCare assumed by the Registrant
as “Substitute Awards” under the AdaptHealth Corp. 2019 Stock Incentive Plan (the “Plan”) and, subject to
and as appropriately adjusted in accordance with NASDAQ Listing Rule 5635(c) and IM-5635-1, converted into options of the Registrant
(the “Substitute Options”) in connection with the Merger on February 1, 2021.
Pursuant to the Registration Statement on Form S-8
(File No. 333-236012) filed by the Registrant on January 22, 2020 (the “Prior Registration Statement”), the Registrant
previously registered an aggregate of 7,563,750 shares of Class A Common Stock under the Plan (as adjusted to reflect all stock
splits and stock dividends to date). The additional shares of Class A Common Stock being registered by this Registration Statement
are of the same class as those securities registered
on the Prior Registration Statement. The contents of the Prior Registration Statement, together with all exhibits filed therewith
or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof or otherwise, are incorporated
herein by reference in accordance with General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in Part I of this Registration Statement have been or will be sent or given to participating employees as specified in Rule 428(b)(1) of
the Securities Act of 1933, as amended (the “Securities Act”), in accordance with the rules and regulations of the United
States Securities and Exchange Commission (the “Commission”). Such documents are not being filed with 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 into 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.
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 by reference into this Registration Statement:
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(c)
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the Company’s Current Reports on Form 8-K, filed on January 8,
2021, January 12,
2021, February 2,
2021, March 4,
2021, March 9,
2021, April 13,
2021, April 29,
2021 and April 30,
2021;
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In addition, all documents filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities
offered hereby 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 the filing of such documents with the Commission; provided,
however, that documents 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 is incorporated by reference into this Registration Statement.
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 or is deemed to be incorporated
by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute
a part of this Registration Statement except as so modified or superseded.
Item 8. Exhibits.
The Exhibits to this Registration Statement are
listed in the Index to Exhibits and are incorporated herein by reference.
* Filed
herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Plymouth Meeting, State of Pennsylvania, on the 4th day of June, 2021.
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AdaptHealth Corp.
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By:
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/s/ Stephen P. Griggs
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Stephen P. Griggs
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Co-Chief Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of
AdaptHealth Corp., hereby severally constitute and appoint Stephen P. Griggs and Christopher Joyce, or any of them individually, our
true and lawful attorneys-in-fact with full power of substitution, to sign for us and in our names in the capacities indicated below
this Registration Statement and any and all pre-effective and post-effective amendments to this Registration Statement and generally
to do all such things in our name and behalf in our capacities as officers and directors to enable this Registrant to comply with the
provisions of the Securities Act, and all requirements of the Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys-in-fact to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
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Title
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Date
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By:
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/s/
Stephen P. Griggs
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Co-Chief
Executive Officer and Director
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June 4,
2021
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Stephen
P. Griggs
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(Principal
Executive Officer)
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By:
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/s/
Jason Clemens
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Chief
Financial Officer
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June 4,
2021
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Jason
Clemens
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(Principal
Financial Officer)
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By:
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/s/
Frank J. Mullen
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Chief
Accounting Officer
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June
4, 2021
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Frank
J. Mullen
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(Principal
Accounting Officer)
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By:
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/s/
Richard Barasch
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Chairman
of the Board
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June 4,
2021
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Richard
Barasch
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By:
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/s/
Joshua Parnes
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President
and Director
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June 4,
2021
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Joshua
Parnes
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By:
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Co-Chief
Executive Officer and Director
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Luke
McGee
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By:
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/s/
Alan Quasha
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Director
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June 4,
2021
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Alan
Quasha
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By:
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/s/
Terence Connors
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Director
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June 4,
2021
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Terence
Connors
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By:
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Director
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Dr. Susan
Weaver
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By:
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/s/
Dale Wolf
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Director
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June 4,
2021
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Dale
Wolf
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By:
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/s/
Bradley Coppens
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Director
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June 4,
2021
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Bradley
Coppens
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By:
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/s/
David S. Williams III
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Director
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June 4,
2021
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David
S. Williams III
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By:
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/s/
Theodore S. Lundberg
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Director
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June 4,
2021
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Theodore
S.
Lundberg
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