As filed with the Securities and Exchange Commission on March 1, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Montrose Environmental Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
46-4195044
(I.R.S. Employer Identification No.) |
Montrose Environmental Group, Inc.
5120 Northshore Drive
North Little Rock, Arkansas 72118
(501) 900-6400
(Address of Principal Executive Offices, Zip Code)
Montrose Environmental Group, Inc. Amended and Restated 2017 Stock Incentive Plan
(Full title of the plan)
Vijay Manthripragada
President and Chief Executive Officer
Montrose Environmental Group, Inc.
5120 Northshore Drive
North Little Rock, Arkansas 72118
(501) 900-6400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Nasym Afsari General Counsel and Secretary 5120 Northshore Drive North Little Rock, Arkansas 72118 (501) 900-6400 |
Sean C. Feller Gibson, Dunn & Crutcher LLP 2029 Century Park East, Suite 4000 Los Angeles, CA 90067 (310) 552-8500 |
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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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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. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Montrose Environmental Group, Inc. (the “Registrant”) relating to additional shares of its common stock, par value $0.000004 per share (the “Common Stock”), available for issuance pursuant to the Montrose Environmental Group, Inc. Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”). The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 1, 2020 (SEC File No. 333-248533), March 26, 2021 (SEC File No. 333-254764), and March 1, 2022 (SEC File No. 333-263162), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated herein by reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (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 North Little Rock, State of Arkansas, on March 1, 2023.
MONTROSE ENVIRONMENTAL GROUP, INC.
(Registrant)
By: /s/ Nasym Afsari
Nasym Afsari
Genaral Councel and Secretary
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Vijay Manthripragada, Allan Dicks and Nasym Afsari, and each of them severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, in connection with the Registration Statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the Registrant (1) any and all amendments or supplements (including any and all stickers and post-effective amendments) to the Registration Statement, with all exhibits thereto, and other documents in connection therewith, and (2) any and all additional registration statements, and any and all amendments thereto, relating to the same offering of securities as those that are covered by the Registration Statement that are filed pursuant to Rule 462(b) promulgated under the Securities Act with the Commission and any applicable securities exchange or securities self-regulatory body, 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 or necessary to be done in and about 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 their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement and the foregoing power of attorney has been signed below by the following persons in the capacities and on the dates indicated.
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Signature |
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President, Chief Executive Officer and Director (Principal Executive Officer) |
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March 1, 2023 |
/s/ Vijay Manthripragada Vijay Manthripragada |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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March 1, 2023 |
/s/ Allan Dicks Allan Dicks |
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/s/ J. Miguel Fernandez de Castro J. Miguel Fernandez de Castro |
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Director |
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March 1, 2023 |
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March 1, 2023 |
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Director |
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/s/ Peter M. Graham Peter M. Graham |
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Director |
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March 1, 2023 |
/s/ Robin L. Newmark Robin L. Newmark |
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Signature |
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Title |
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Date |
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Chairman of the Board; Director |
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March 1, 2023 |
/s/ Richard E. Perlman Richard E. Perlman |
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Director |
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March 1, 2023 |
/s/ J. Thomas Presby J. Thomas Presby |
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/s/ James K. Price |
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Director |
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March 1, 2023 |
James K. Price |
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/s/ Janet Risi Field Janet Risi Field |
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Director |
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March 1, 2023 |
Exhibit 5.1
March 1, 2023
Montrose Environmental Group, Inc.
5120 Northshore Drive
North Little Rock, Arkansas 72118
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Montrose Environmental Group, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 1,189,801 shares of the Company’s Common Stock, par value $0.000004 per share (the “Shares”). The Shares are to be issued under the Montrose Environmental Group, Inc. Amended and Restated 2017 Stock Incentive Plan (the “Plan”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies, of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and sold against payment therefor as set forth in the Plan, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
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