Securities Registration: Employee Benefit Plan (s-8)
May 11 2023 - 5:27PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 11, 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
Aveanna Healthcare Holdings Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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81-4717209 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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400 Interstate North Parkway SE
Atlanta, Georgia |
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30339 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan
(Full title of the plan)
Shannon Drake, Esq.
Chief Legal Officer
400
Interstate North Parkway SE
Suite 1600
Atlanta, Georgia 30339
(678) 385-4005
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Drew
M. Altman, Esq.
Win Rutherfurd, Esq.
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue, Suite 4400
Miami, Florida 33131
(305) 579-0500
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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☐ |
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. ☐
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement is filed by Aveanna Healthcare Holdings Inc. (the Registrant) for the purpose of registering additional shares
of the Registrants common stock, par value $0.01 per share (Common Stock) under the Aveanna Healthcare Holdings Inc. 2021 Stock Incentive Plan (the Plan).
The number of shares of Common Stock available for issuance under the Plan is subject to an automatic annual increase on the first day of each calendar year
during the term of the Plan equal to the lesser of (i) two percent (2%) of the number of outstanding shares of Common Stock on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by
the Registrants Board of Directors, in its discretion (the 2021 Plan Evergreen Provision). Pursuant to the 2021 Plan Evergreen Provision, the number of shares of Common Stock available for issuance under the Plan was
increased by an aggregate of 7,471,828 shares pursuant to the increases on January 1, 2022 and 2023. This Registration Statement registers the additional shares available for issuance under the Plan as a result of the 2021 Plan Evergreen
Provision.
Pursuant to Instruction E of Form S-8, the contents of the Registrants prior registration
statement on Form S-8 registering shares of Common Stock under the Plan (File No.
333-257675) (thePrior Registration Statement) is hereby incorporated by reference herein, and the information required by Form S-8 is omitted, except that the provisions contained
in Part II of the Prior Registration Statement are modified as set forth in this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange
Commission (the Commission):
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(a) |
The Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 16, 2023, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the
Exchange Act); |
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(b) |
our Definitive Proxy
Statement on Schedule 14A filed in connection with our Annual Meeting of Stockholders to be held on May 10, 2023, filed with the SEC on March 31, 2023; |
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(c) |
our Quarterly Report on Form
10-Q for the quarter ended April 1, 2023, filed with the Commission on May 11, 2023; and |
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(d) |
The Registrants Registration Statement on Form
8-A filed with the Commission on April 26, 2021 (File No. 001-40362), in which there is described the terms, rights and provisions applicable to the
shares of the Common Stock, including any amendment or report filed for the purpose of updating such description, including the description of the Common Stock filed as Exhibit
4.1 to the Registrants Annual Report on Form 10-K filed on
March 28, 2022. |
Additionally, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part of the Registration Statement from the date
of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein, or in a
subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of the Registration Statement.
The following are the exhibits required by Item 601 of Regulation S-K:
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 City of Atlanta, State of Georgia, on May
11, 2023.
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AVEANNA HEALTHCARE HOLDINGS INC. |
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By: |
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/s/ Jeff Shaner |
Name: |
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Jeff Shaner |
Title: |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff Shaner and David Afshar, and each of them any
of whom may act without joinder of the other, with full power to act as such persons true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for such person and in such persons name, place and stead, in any and all capacities, to sign this Registration Statement, and any and all amendments thereto (including post-effective amendments), and to file the same, with
exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue hereof.
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.
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Signature |
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Title |
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Date |
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/s/ Rodney D. Windley
Rodney D. Windley |
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Chairman of the Board |
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May 11, 2023 |
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/s/ Jeff Shaner
Jeff Shaner |
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Chief Executive Officer and Director
(Principal Executive Officer) |
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May 11, 2023 |
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/s/ David Afshar
David Afshar |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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May 11, 2023 |
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/s/ Victor F. Ganzi
Victor F. Ganzi |
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Director |
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May 11, 2023 |
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/s/ Christopher R. Gorden
Christopher R. Gordon |
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Director |
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May 11, 2023 |
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/s/ Devin OReilly
Devin OReilly |
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Director |
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May 11, 2023 |
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/s/ Sheldon M. Retchin
Sheldon M. Retchin, M.D., M.S.P.H. |
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Director |
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May 11, 2023 |
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/s/ Steven E. Rodgers
Steven E. Rodgers |
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Director |
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May 11, 2023 |
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/s/ Richard C. Zoretic
Richard C. Zoretic |
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Director |
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May 11, 2023 |
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/s/ Erica Schwartz
Erica Schwartz, M.D., J.D., M.P.H. |
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Director |
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May 11, 2023 |
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