As filed with the Securities and Exchange Commission on
September 16, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HALL OF FAME RESORT &
ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
|
Delaware |
|
84-3235695 |
|
(State or other jurisdiction
of
incorporation or
organization)
|
|
(IRS Employer
Identification No.)
|
| |
|
|
|
2626 Fulton Drive NW, Canton,
Ohio |
|
44718 |
|
(Address of Principal Executive
Offices)
|
|
(Zip Code)
|
Hall of Fame Resort & Entertainment Company 2020 Omnibus
Incentive Plan
Inducement Restricted Stock Unit Award Agreement -
Charnes
Inducement Restricted Stock Unit Award Agreement -
Muhleman
(Full title of the plan)
Michael Crawford
Chief Executive Officer
2626 Fulton Drive NW
Canton, OH 44718
(330) 458-9176
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
With copies to:
|
J. Steven Patterson, Esq.
Hunton Andrews Kurth LLP
2200 Pennsylvania Ave NW
Washington, DC 20037
(202) 955-1500
|
|
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
☐ |
Accelerated filer
☒ |
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
Emerging growth company ☒
|
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 13(a) of the Exchange Act.
☐
Calculation of
Registration Fee
|
Title
of securities to be registered(1) |
|
Amount
to be
registered(1) |
|
|
Proposed
Maximum
Offering Price
Per Share(2) |
|
|
Proposed
Maximum
Aggregate
Offering
Price(2) |
|
|
Amount Of
Registration Fee |
|
| Common stock, par value $0.0001 per
share |
|
|
1,812,727 |
(3) |
|
$ |
3.95 |
|
|
$ |
7,160,271.65 |
|
|
$ |
929.40 |
|
| Common stock, par value $0.0001 per share |
|
|
138,568 |
(4) |
|
$ |
3.95 |
|
|
$ |
547,343.60 |
|
|
$ |
71.05 |
|
| Common stock, par value $0.0001 per share |
|
|
144,613 |
(5) |
|
$ |
3.95 |
|
|
$ |
571,221.35 |
|
|
$ |
74.15 |
|
| Total: |
|
|
2,095,908 |
|
|
|
N/A |
|
|
$ |
8,278,836.60 |
|
|
$ |
1,075.00 |
|
|
(1) |
Pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement also covers such additional securities as
may hereinafter be offered or issued to prevent dilution resulting
from any share split, share dividends, recapitalization or certain
other capital adjustments. |
|
(2) |
Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) under the
Securities Act, based on an average of the high and low prices of
the Company’s common stock as reported on the Nasdaq Global Select
Market on September 15, 2020. |
|
(3) |
This registration statement (this
“Registration Statement”) covers the registration of 1,812,727
shares of common stock, par value $0.0001 per share (the “Common
Stock”), of Hall of Fame Resort & Entertainment Company (the
“Company”) which may be offered and sold upon the exercise or
vesting of stock-based award or the issuance of stock-based awards
which may hereinafter be issued under the Hall of Fame Resort &
Entertainment Company 2020 Omnibus Incentive Plan (the
“Plan”). |
|
(4) |
Consists of 138,568 shares of
Common Stock issuable upon vesting of restricted stock units
granted to Tara Charnes, the General Counsel of the Company, on
September 16, 2020.
|
|
(5) |
Consists of 144,613 shares of
Common Stock issuable upon vesting of restricted stock units
granted to Erica Muhleman, the Executive Vice President of New
Business Development/Marketing & Sales of the Company, on
September 16, 2020. |
EXPLANATORY NOTE
Hall of Fame Resort & Entertainment Company (the “Company”) has
prepared this registration statement on Form S-8 to register
1,812,727 shares of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), for issuance under the Hall of Fame
Resort & Entertainment Company 2020 Omnibus Incentive Plan, as
amended, formerly known as the GPAQ Acquisition Holdings, Inc. 2020
Omnibus Incentive Plan (the “Plan”). This Registration Statement
additionally registers 138,568 shares of Common Stock issuable upon
the vesting of a restricted stock unit award granted to Tara
Charnes, General Counsel of the Company, on September 16, 2020,
pursuant to the terms of a Restricted Stock Unit Award Agreement by
and between the Company and Ms. Charnes, dated as of September 16,
2020 (the “Charnes Award Agreement”) as an inducement material to
her entering into employment with the Company, and (iii) 144,613
shares of Common Stock issuable upon the vesting of a restricted
stock unit award granted to Erica Muhleman, Executive Vice
President of New Business Development/Marketing & Sales of the
Company, on September 16, 2020, pursuant to the terms of a
Restricted Stock Unit Award Agreement by and between the Company
and Ms. Muhleman, dated as of September 16, 2020 (the “Muhleman
Award Agreement”) as an inducement material to her entering into
employment with the Company.
PART
I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
|
Item 1. |
Plan Information.* |
The documents containing the information specified in this Part I
will be delivered as required by Rule 428(b)(1). Such documents are
not required to be filed with the Commission as part of this
Registration Statement.
|
Item 2. |
Registrant Information and Employee Plan Annual
Information.* |
|
* |
As permitted by Rule 428 under the
Securities Act this registration statement omits the information
specified in Part I of Form S-8. The documents containing the
information specified in Part I of Form S-8 will be sent or given
to employees as specified by Rule 428(b)(1) of the Securities Act.
These documents need 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 under the Securities Act. These documents and the
documents incorporated by reference in 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 by the Company with the Commission
pursuant to the Securities Act, and the Securities Exchange Act of
1934, as amended (the “Exchange Act”) are incorporated herein by
reference and made a part hereof:
(a) GPAQ’s Annual Report on Form 10-K for the year ended December
31, 2019, filed with the Commission on
March 10, 2020 (File No. 001-38363);
(b) GPAQ’s and the Company’s Quarterly Reports on Form 10-Q for the
quarter ended March 31, 2020, filed with the Commission on
May 11, 2020, and Form 10-Q for the quarter ended June 30,
2020, filed with the Commission on
August 10, 2020 (File No. 001-38363);
(c) GPAQ’s and the Company’s Current Reports on Form 8-K, filed
with the Commission on
January 14, 2020, January
24, 2020, February
24, 2020, February
27, 2020, March
16, 2020, March
26, 2020, March
27, 2020, April
1, 2020, April
30, 2020, May
11, 2020, May
19, 2020, May
28, 2020, June
5, 2020, June
15, 2020, July
2, 2020, July
8, 2020,
August 11, 2020 (amendment to previous Form 8-K filed on July
8, 2020), and
September 8, 2020 (in each case, excluding those portions
furnished pursuant to Item 2.02 and Item 7.01, if applicable) (File
No. 001-38363); and
(d) the description of our Common Stock contained in our Current
Report on Form 8-K (File No. 001-38363), filed with the Commission
on
July 8, 2020, including any amendments or reports filed for the
purpose of updating such description.
All reports and other documents that we file in accordance with
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this registration statement and prior to the
filing of a post-effective amendment to this registration statement
that indicates that all securities offered by this registration
statement have been sold or that deregisters all securities covered
hereby 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. If any
document that we file changes anything stated in this registration
statement or in an earlier document that is incorporated into this
registration statement, the later document will modify or supersede
what is stated in this registration statement or the earlier
document. Unless expressly incorporated by reference
into this registration statement, nothing in this Item 3 shall
be deemed to incorporate information furnished by us on
Form 8-K (pursuant to the requirements of Regulation FD or
otherwise) that, pursuant to and in accordance with the
rules and regulations of the Commission, is not deemed “filed”
for purposes of the Exchange Act.
|
Item 4. |
Description of Securities |
Not applicable.
|
Item 5. |
Interests of Named Experts and Counsel |
Not applicable.
|
Item 6. |
Indemnification of Officers and Directors |
Section 145 of the Delaware General Corporation Law (the “DGCL”)
provides that a corporation may indemnify directors and officers as
well as other employees and individuals against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with
any threatened, pending or completed actions, suits or proceedings
in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the
registrant. The DGCL provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled
under any bylaws, agreement, vote of stockholders or disinterested
directors or otherwise. Our Certificate of Incorporation and Bylaws
provide for indemnification by us of our directors and officers to
the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in
its Certificate of Incorporation that a director of the corporation
shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director’s
duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) for unlawful payments
of dividends or unlawful stock repurchases, redemptions or other
distributions or (4) for any transaction from which the director
derived an improper personal benefit. Our Certificate of
Incorporation provides for such limitation of liability to the
fullest extent permitted by the DGCL.
We maintain standard policies of insurance under which coverage is
provided (1) to our directors and officers against loss arising
from claims made by reason of breach of duty or other wrongful act,
while acting in their capacity as our directors and officers, and
(2) to us with respect to payments which may be made by us to such
officers and directors pursuant to any indemnification provision
contained in our Certificate of Incorporation and Bylaws or
otherwise as a matter of law.
|
Item 7. |
Exemption From Registration Claimed |
Not applicable.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the “Securities Act”);
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Securities and Exchange
Commission (the “Commission”) pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective
registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that: Paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included
in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5) or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to
the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act to any purchaser in the initial
distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the
City of Canton, State of Ohio, on September 16, 2020.
| |
HALL
OF FAME RESORT & ENTERTAINMENT COMPANY |
| |
|
|
|
| |
By: |
/s/
Michael Crawford |
| |
|
Name: |
Michael
Crawford |
| |
|
Title: |
Chief
Executive Officer |
POWER OF
ATTORNEY
Each of the undersigned, whose signature appears below, hereby
constitutes and appoints Michael Crawford and Jason Krom, and each
of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities,
to sign any or all amendments to this registration statement and to
file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing necessary
or appropriate to be done with respect to this registration
statement or any amendments hereto in the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or their substitute or substitutes,
may lawfully 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 below by the following
persons in the capacities and on the date indicated.
|
Signature |
|
Capacity
in Which Signed |
|
Date |
| |
|
|
|
|
|
/s/
Michael Crawford |
|
Chief
Executive Officer and Director |
|
September
16, 2020 |
| Michael
Crawford |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
|
/s/
Jason Krom |
|
Chief
Financial Officer |
|
September
16, 2020 |
| Jason
Krom |
|
(Principal
Financial and Accounting Officer) |
|
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| |
|
|
|
|
|
/s/
Anthony J. Buzzelli |
|
Director |
|
September
16, 2020 |
| Anthony
J. Buzzelli |
|
|
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| |
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|
|
|
|
/s/
David Dennis |
|
Director |
|
September
16, 2020 |
| David
Dennis |
|
|
|
|
| |
|
|
|
|
|
/s/
James J. Dolan |
|
Director |
|
September
16, 2020 |
| James
J. Dolan |
|
|
|
|
| |
|
|
|
|
|
/s/
Karl L. Holz |
|
Director |
|
September
16, 2020 |
| Karl
K. Holz |
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| |
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|
Director |
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September
16, 2020 |
| Stuart
Lichter |
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| |
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|
/s/ Curtis Martin
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|
Director |
|
September
16, 2020 |
| Curtis
Martin |
|
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| |
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|
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|
/s/
Mary Owen |
|
Director |
|
September
16, 2020 |
| Mary
Owen |
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| |
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|
Director |
|
September
16, 2020 |
| Edward
J. Roth III |
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| |
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|
/s/
Kimberly K. Schaefer |
|
Director |
|
September
16, 2020 |
| Kimberly
K. Schaefer |
|
|
|
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6
