As filed with the Securities and Exchange Commission
on March 4, 2024
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
REV Group, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
26-3013415 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| |
245 South Executive Drive,
Suite 100
Brookfield, WI 53005
(414) 290-0190 |
|
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated
REV Group, Inc. 2016 Omnibus Incentive Plan
(Full titles of the plan)
Mark A. Skonieczny
President, Chief Executive Officer and Interim
Chief Financial Officer
245 South Executive Drive,
Suite 100
Brookfield, WI 53005
(414) 290-0190
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Stephen Zamansky
General Counsel
245 South Executive Drive, Suite 100
Brookfield, WI 53005
(414) 290-0190
Kyoko Takahashi Lin
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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 7(a)(2)(B) of the Securities Act.
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction
E of Form S-8, REV Group, Inc. (the “Registrant”) is filing this Registration Statement with the Securities
and Exchange Commission (the “Commission”) to register 1,112,000 additional shares of common stock under the
Registrant’s Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan (the “Omnibus Plan”), which
are securities of the same class and relate to the same employee benefit plan as those shares registered on the Registrant’s registration
statement on Form S-8 previously filed with the Commission on January 27, 2017 (Registration No. 333-215797) (the “Initial
S-8”). The contents of the Initial S-8 are incorporated by reference into this Registration Statement. In accordance with
the instructional note of Part I of Form S- 8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been
omitted from this Registration Statement.
Item 8. Exhibits.
The following exhibits are
filed herewith or incorporated by reference:
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 Brookfield, State of Wisconsin, on this fourth day of March, 2024.
| |
|
REV Group, Inc. |
| |
|
/s/ Mark A. Skonieczny |
| |
|
Mark A. Skonieczny
President, Chief Executive Officer and
Interim Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark A. Skonieczny, Stephen Zamansky and Joseph
LaDue, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her
in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this
Registration Statement on Form S-8), 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, and each of them full power and authority to
do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for 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 his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.
|
/s/ Mark A. Skonieczny |
|
/s/ Joseph LaDue |
Mark A. Skonieczny, President and Chief Executive Officer,
Interim Chief Financial Officer, and Director
(Principal Executive and Financial Officer)
Date: March 4, 2024 |
|
Joseph LaDue, Chief Accounting Officer
(Principal Accounting Officer)
Date: March 4, 2024 |
| |
|
|
|
/s/ Paul Bamatter |
|
/s/ Jean Marie “John”
Canan |
Paul Bamatter, Director
Date: March 4, 2024 |
|
Jean Marie “John” Canan, Director
Date: March 4, 2024 |
| |
|
|
|
/s/ Dino Cusumano |
|
/s/ Charles Dutil |
Dino Cusumano, Director
Date: March 4, 2024 |
|
Charles Dutil, Director
Date: March 4, 2024 |
| |
|
|
|
/s/ Maureen O'Connell |
|
/s/ Randall Swift |
Maureen O'Connell, Director
Date: March 4, 2024 |
|
Randall Swift, Director
Date: March 4, 2024 |
| |
|
|
|
/s/ Joel Rotroff |
|
/s/ Kathleen M. Steele |
Joel Rotroff, Director
Date: March 4, 2024 |
|
Kathleen M. Steele, Director
Date: March 4, 2024 |
EXHIBIT 5.1 and 23.2
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
davispolk.com
OPINION OF DAVIS POLK & WARDWELL LLP
March 4, 2024
REV Group, Inc.
245 South Executive Drive, Suite 100
Brookfield, WI 53005
Ladies and Gentlemen:
We have acted as special counsel to REV Group, Inc., a Delaware corporation
(the “Company”), and are delivering this opinion in connection with the Company’s Registration Statement on Form
S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, for the registration of 1,112,000 shares (the “Shares”) of the Company’s common stock, par
value $0.001 per share, that were added to the shares of common stock authorized for issuance pursuant to the Company’s 2016 Omnibus
Incentive Plan (as amended, the “Plan”). We, as your counsel, have examined originals or copies of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.
In rendering the opinion expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted
to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all
natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and
officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact
in the documents that we reviewed were and are accurate.
On the basis of the foregoing, we are of the opinion that the Shares
have been duly authorized and, when and to the extent issued pursuant to the Plan upon receipt by the Company of the consideration for
the Shares specified therein, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Exhibit 23.1
Consent of
Independent Registered Public Accounting Firm
We consent to the
incorporation by reference in this Registration Statement on Form S-8 of REV Group, Inc. of our reports dated December 13, 2023, relating
to the consolidated financial statements, and the effectiveness of internal control over financial reporting of REV Group, Inc. as it
appears in our reports, appearing in the Annual Report on Form 10-K of REV Group, Inc. for the year ended October 31, 2023.
/s/ RSM US LLP
Milwaukee, Wisconsin
March 4, 2024
Exhibit
107.1
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
REV
Group, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Newly
Registered Securities
| Security
Type |
Security
Class Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Unit (3) |
Maximum
Aggregate
Offering Price(3) |
Fee
Rate |
Amount
of
Registration
Fee(4) |
| Equity |
Common
stock, $0.0001 par value per share |
Rule
457(c) and Rule 457(h) |
1,112,000
(2) |
$19.74 |
$21,950,880 |
0.00014760 |
$3,239.95 |
| Total
Offering Amounts |
|
|
|
$3,239.95 |
| Total
Fee Offsets(5) |
|
|
|
- |
| Net
Fee Due |
|
|
|
$3,239.95 |
| 1) | Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement shall also cover any additional shares of common stock of REV
Group, Inc. (the “Registrant”) that become issuable in respect of the securities
identified in the above table by reason of any stock dividend, stock split, recapitalization,
or other similar transaction effected without the Registrant’s receipt of consideration
which results in an increase in the number of the outstanding shares of the Registrant’s
common stock. |
| 2) | Represents
1,112,000 additional shares of the Registrant’s common stock reserved for issuance
under the Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan (“Omnibus
Plan”). |
| 3) | Estimated
pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating
the registration fee for the additional shares to be reserved under the Omnibus Plan, on
the basis of the average of the high and low prices of the Registrant’s common stock
as reported on the New York Stock Exchange (“NYSE”) on February 27, 2024, which
date is within five business days prior to filing this Registration Statement. |
| 4) | Rounded
to the nearest cent. |
| 5) | The
Registrant does not have any fee offsets. |
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