Securities Registration: Employee Benefit Plan (s-8)
May 13 2019 - 4:22PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 13, 2019
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PATRIOT
TRANSPORTATION HOLDING, INC.
(Exact
name of registrant as specified in its charter)
Florida
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47-2482414
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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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200
W. Forsyth St., 7th Floor
Jacksonville,
FL
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32202
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(Address
of Principal
Executive
Offices)
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(Zip
Code)
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Patriot
Transportation Holding, Inc. 2014 Equity Incentive Plan
(Full
title of the plan)
Robert
E. Sandlin
President
& Chief Executive Officer
200
W. Forsyth St.
7th
Floor
Jacksonville,
FL 32202
(904)
396-5733
Copies
to:
Daniel
B. Nunn, Jr.
Nelson
Mullins
50
North Laura Street, 41st Floor
Jacksonville,
FL 32202
daniel.nunn@nelsonmullins.com
(Name
and address of agent for service)
(904)
665- 3601
(Telephone
number, including area code, of agent for service)
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 ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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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. ☐
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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2014
Patriot Transportation Holding, Inc. Equity Incentive Plan (Common Stock, $0.10 par value)
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250,000
(2)
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$19.25
(3)
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$4,812,500
(3)
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$583.28
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (“
Securities Act
”)
this Registration Statement shall also cover any additional shares of common stock of
Patriot Transportation Holding, Inc. (“
Registrant
”) that become issuable
under the Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (the “
2014
Plan
”) by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without receipt of consideration that increases the number
of the Registrant’s outstanding shares of common stock.
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(2)
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Represents
additional shares of Registrant’s common stock issuable under the 2014 Plan.
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(3)
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Estimated
in accordance with Rule 457(c) and (h) of the Securities Act solely for the purposes
of calculating the registration fee, and is based upon the filing of $19.25 per share
of Registrant’s Common Stock, which was the average of the high and low prices
of the Registrant’s Common Stock as reported on the Nasdaq Stock Market on May
9, 2019.
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EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed by the Registrant to register 250,000 additional shares of the Registrant’s
common stock, par value $0.10 per share, reserved for issuance under the 2014 Plan.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE
Pursuant
to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statement
on Form S-8 filed with the Securities and Exchange Commission (the “
Commission
”) on January 30, 2015 (File
No. 333-201792) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.
The
following documents are hereby incorporated by reference into this Registration Statement:
a.
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The
Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018, filed with the Commission on December
12, 2018, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”);
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b.
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All
other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports,
or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year
covered by the Annual Report referred to in (b) above.
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c.
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The description
of the Registrant’s common stock contained in its Information Statement, filed as Exhibit 99.1 to the Registrant’s
Form 10 filed with the Commission on August 22, 2014 (File No. 001-36605) under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
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All
other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate
to such items) prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 subsequently filed document
that also is deemed to be incorporated by reference herein 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
Exhibit
No.
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Exhibit
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4.1
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Amended and Restated
Articles of Incorporation of Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 3.1 of Amendment No.
3 to the Company's Registration Statement on Form 10, filed on October 30, 2014, File No. 001-36605)
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4.2
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Bylaws of Patriot
Transportation Holding, Inc. (incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form S-8,
filed on January 30, 2015, File No. 333-201792)
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4.3
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Form of Specimen
Certificate for Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 4.3 of the Company's Registration
Statement on Form S-8, filed on January 30, 2015, File No. 333-201792)
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4.4
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Patriot Transportation
Holding, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to Patriot's Registration
Statement on Form 10, filed on October 2, 2014, File No. 001-36605)
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4.5*
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First Amendment to Patriot Transportation Holding, Inc. Equity Incentive Plan
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5.1*
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Opinion and consent of Nelson Mullins Riley & Scarborough LLP
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23.1*
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Consent of Hancock Askew & Co., LLC, Independent Registered Public Accounting Firm
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23.2*
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Consent of Nelson
Mullins Riley & Scarborough LLP is contained in Exhibit 5.1.
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24.1
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Power of Attorney
(included in the signature page of this Registration Statement)
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*
Filed herewith
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Jacksonville, State of Florida effective this 10th day of
May, 2019.
PATRIOT
TRANSPORTATION HOLDING, INC.
By:
/s/ Robert E. Sandlin
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Robert
E. Sandlin
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President
& Chief Executive Officer
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POWER
OF ATTORNEY AND SIGNATURES
Each
person whose signature appears below hereby appoints the Chief Executive Officer and Chief Financial Officer, and each of them,
severally, as his or her true and lawful attorney or attorneys-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 and all amendments to this Registration
Statement (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under
the Securities Act of 1933), and to file the same with all exhibits thereto, and other documents in connection therewith, with
the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite
and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, 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 below by the following persons
in the capacities indicated effective this 10th day of May, 2019.
Signature
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Title
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/s/ Robert
E. Sandlin
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President, Chief Executive Officer and Director
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Robert E. Sandlin
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(Principal Executive Officer)
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/s/ Matthew
C. McNulty
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Vice President and Chief Financial Officer
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Matthew C. McNulty
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(Principal Financial Officer)
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/s/ John
D. Klopfenstein
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Controller and Chief Accounting Officer
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John D. Klopfenstein
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(Principal Accounting Officer)
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/s/ John
E. Anderson
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Director
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John E. Anderson
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/s/ Thompson
S. Baker II
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Director
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Thompson S. Baker II
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/s/ Edward
L. Baker
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Director
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Edward L. Baker
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Director
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Luke E. Fichthorn III
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/s/ Charles
D. Hyman
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Director
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Charles D. Hyman
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EXHIBIT
INDEX
Exhibit
No.
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Exhibit
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4.1
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Amended and Restated
Articles of Incorporation of Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 3.1 of Amendment No.
3 to the Company's Registration Statement on Form 10, filed on October 30, 2014, File No. 001-36605)
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4.2
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Bylaws of Patriot
Transportation Holding, Inc. (incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form S-8,
filed on January 30, 2015, File No. 333-201792)
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4.3
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Form of Specimen
Certificate for Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 4.3 of the Company's Registration
Statement on Form S-8, filed on January 30, 2015, File No. 333-201792)
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4.4
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Patriot Transportation
Holding, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to Patriot's Registration
Statement on Form 10, filed on October 2, 2014, File No. 001-36605)
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4.5*
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First Amendment
to Patriot Transportation Holding, Inc. Equity Incentive Plan
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5.1*
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Opinion and consent
of Nelson Mullins Riley & Scarborough LLP
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23.1*
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Consent of Hancock
Askew & Co., LLC, Independent Registered Public Accounting Firm
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23.2*
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Consent of Nelson
Mullins Riley & Scarborough LLP is contained in Exhibit 5.1.
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24.1
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Power of Attorney
(included in the signature page of this Registration Statement)
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*
Filed herewith
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