As filed with the Securities and Exchange Commission on June 14, 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
INFUSYSTEM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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20-3341405 |
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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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31700 Research Park Drive Madison Heights, Michigan |
48071 |
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(Address of Principal Executive Offices) |
(Zip Code) |
InfuSystem Holdings, Inc. 2014 Equity Plan
(Full title of the plan)
Gregory Schulte
Chief Financial Officer
31700 Research Park Drive
Madison Heights, Michigan 48071
(Name and address of agent for service)
(248) 291-1210
(Telephone number, including area code, of agent for service)
with copies of communications to:
B. Scott Gootee, Esq.
Scot Hill, Esq.
Stinson LLP
1201 Walnut, Suite 2900
Kansas City, Missouri 64106
(816) 842-8600
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 ☐ |
Accelerated filer ☐ |
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Non-accelerated filer ☒ |
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. |
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share(2) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee(3) |
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Common Stock, par value $.0001 per share |
1,000,000 shares |
$4.47 |
$4,470,000.00 |
$541.77 |
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(1) |
In the event of a stock split, stock dividend or similar transaction involving the Registrant’s Common Stock, in order to prevent dilution, the number of shares of Common Stock registered hereby shall be automatically increased to cover the additional shares of Common Stock in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). |
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(2) |
Calculated pursuant to Rules 457(h)(1) and 457(c) under the Securities Act based on the average of the high and low prices reported for the Registrant’s Common Stock on June 12, 2019 on the NYSE American. Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act. |
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(3) |
Calculated pursuant to General Instruction E to Form S-8. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by InfuSystem Holdings, Inc. (the “Registrant”) for the purpose of registering an additional 1,000,000 shares of the Registrant’s Common Stock reserved for issuance under the InfuSystem Holdings, Inc. 2014 Equity Plan (as amended through May 15, 2019), as approved by the Registrant’s stockholders at the Registrant’s 2019 annual meeting of stockholders.
Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-195929) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on May 13, 2014.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit |
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Description of Exhibit |
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4.1 |
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4.2 |
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5.1* |
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23.1* |
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23.2* |
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24.1* |
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Powers of Attorney (contained in the signature page hereto). |
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| 99.1 | Composite Copy of InfuSystem Holdings, Inc. 2014 Equity Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35020) as filed with the Commission on May 17, 2019). | ||
* 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 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 Madison Heights, State of Michigan, on this 14th day of June, 2019.
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INFUSYSTEM HOLDINGS, INC. |
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By: |
/s/ Richard A. DiIorio |
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Richard A. DiIorio |
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President, Chief Executive Officer |
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Each person whose signature appears below hereby constitutes and appoints Richard A. DiIorio and Gregory Schulte, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and hereby grants to such 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Signatures |
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Date |
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/s/ Richard A. DiIorio |
President, Chief Executive Officer |
June 14, 2019 |
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Richard A. DiIorio |
(Principal Executive Officer) and Director |
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/s/ Gregory Schulte |
Executive Vice President, Chief Financial Officer |
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June 14, 2019 |
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Gregory Schulte |
(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Scott Shuda |
Chairman of the Board and Director |
June 14, 2019 |
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Scott Shuda |
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/s/ Gregg Lehman |
Vice Chairman of the Board and Director |
June 14, 2019 |
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Gregg Lehman |
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/s/ Paul Gendron |
Director |
June 14, 2019 |
Paul Gendron
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/s/ Darrell B. Montgomery |
Director |
June 14, 2019 |
Darrell B. Montgomery
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/s/ Christopher R. Sansone |
Director |
June 14, 2019 |
Christopher R. Sansone