Securities Registration: Employee Benefit Plan (s-8)
August 06 2021 - 5:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on August 6, 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. Amended and Restated 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 ý
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Non-accelerated filer ¨
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Smaller reporting company ý
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Emerging growth company ý
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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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Common
Stock, par value
$0.0001 per share
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2,000,000
(2)
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$21.38 (3)
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$42,760,000 (3)
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$4,665,17 (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 Common Stock, par value $0.0001 per share (“Common Stock”),
of AdaptHealth Corp. (the “Company” or “Registrant”), as may hereafter be offered or issued under the AdaptHealth
Corp. Amended and Restated 2019 Stock Incentive Plan (the “Plan”) to prevent dilution resulting from any future stock splits,
stock dividends or similar adjustments of the outstanding Common Stock.
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(2)
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Represents an additional 2,000,000 shares of Common Stock issuable pursuant to the Plan.
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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, the proposed
maximum aggregate offering price is the product obtained by multiplying (i) $21.38 (the
average of the high and low prices of the Company’s Common Stock on August 4,
2021) by (ii) 2,000,000 (the number of shares of Common Stock issuable in connection
with equity awards that may be granted in the future pursuant to the Plan).
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(4)
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The amount of registration fee is calculated only with respect to the additional shares of 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 Statements on Form S-8 (File Nos. 333-236012 and 333-256824) filed by the Company on January 22, 2020 and June 4,
2021, respectively.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is
filed by AdaptHealth Corp. (the “Company” or “Registrant”) to register an additional 2,000,000 shares of the Registrant’s
Common Stock, par value $0.0001 per share (“Common Stock”), for issuance under the AdaptHealth Corp. Amended and Restated
2019 Stock Incentive Plan (the “Plan”).
Pursuant to the Registration Statements on Form S-8
(File Nos. 333-236012 and 333-256824) filed by the Registrant on January 22, 2020 and June 4, 2021, respectively (the “Prior
Registration Statements”), the Registrant previously registered an aggregate of 12,523,642 shares of the Registrant’s Common
Stock under the Plan (as adjusted to reflect all stock splits and stock dividends to date). The additional shares of Common Stock being
registered by this Registration Statement are of the same class as those securities registered on the Prior Registration Statements. The
contents of the Prior Registration Statements, 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 Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2021, filed on August 6, 2021;
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(d)
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the Company’s Current Reports on Form 8-K, filed on December 14, 2020 (as amended on June 29, 2021), January 8, 2021, January 12, 2021, February 2, 2021, March 4, 2021, March 9, 2021, April 13, 2021, April 29, 2021,
April 30, 2021, June 15, 2021 and July 29, 2021;
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(e)
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the description of the Company’s Common Stock, which is contained in the Company’s registration statement on Form 8-A filed on February 15, 2018 (File No. 333-222376) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and including any subsequent amendment or any report filed with the Commission for the purpose of updating such description.
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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 6th day of August, 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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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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Chief Executive Officer and Director
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August 6, 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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August 6, 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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August 6, 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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August 6, 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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August 6, 2021
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Joshua Parnes
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By:
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/s/ Alan Quasha
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Director
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August 6, 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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August 6, 2021
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Terence Connors
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By:
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/s/ Dr. Susan Weaver
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Director
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August 6, 2021
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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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August 6, 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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August 6, 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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August 6, 2021
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David S. Williams III
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By:
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Director
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August 6, 2021
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Theodore S. Lundberg
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