PATRIOT TRANSPORTATION HOLDING, INC. (Form: S-8, Received: 05/13/2019 16:22:04)

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		47-2482414
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 W. Forsyth St., 7th Floor Jacksonville, FL		32202
(Address of Principal Executive Offices)		(Zip Code)

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 ☐	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. ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered ⁽¹⁾	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
2014 Patriot Transportation Holding, Inc. Equity Incentive Plan (Common Stock, $0.10 par value)	250,000 ⁽²⁾	$19.25 ⁽³⁾	$4,812,500 ⁽³⁾	$583.28

⁽¹⁾

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.

⁽²⁾

Represents additional shares of Registrant’s common stock issuable under the 2014 Plan.

⁽³⁾

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.

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:

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 ”);

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.

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.

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.		Exhibit

4.1		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)

4.2		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)

4.3		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)

4.4		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)

4.5*		First Amendment to Patriot Transportation Holding, Inc. Equity Incentive Plan

5.1*		Opinion and consent of Nelson Mullins Riley & Scarborough LLP

23.1*		Consent of Hancock Askew & Co., LLC, Independent Registered Public Accounting Firm

23.2*		Consent of Nelson Mullins Riley & Scarborough LLP is contained in Exhibit 5.1.

24.1		Power of Attorney (included in the signature page of this Registration Statement)

* 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
Robert E. Sandlin
President & Chief Executive Officer

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		Title

/s/ Robert E. Sandlin		President, Chief Executive Officer and Director
Robert E. Sandlin		(Principal Executive Officer)

/s/ Matthew C. McNulty		Vice President and Chief Financial Officer
Matthew C. McNulty		(Principal Financial Officer)

/s/ John D. Klopfenstein		Controller and Chief Accounting Officer
John D. Klopfenstein		(Principal Accounting Officer)

/s/ John E. Anderson		Director
John E. Anderson

/s/ Thompson S. Baker II		Director
Thompson S. Baker II

/s/ Edward L. Baker		Director
Edward L. Baker
		Director
Luke E. Fichthorn III

/s/ Charles D. Hyman		Director
Charles D. Hyman

EXHIBIT INDEX

Exhibit No.		Exhibit

4.1		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)

4.2		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)

4.3		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)

4.4		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)

4.5*		First Amendment to Patriot Transportation Holding, Inc. Equity Incentive Plan

5.1*		Opinion and consent of Nelson Mullins Riley & Scarborough LLP

23.1*		Consent of Hancock Askew & Co., LLC, Independent Registered Public Accounting Firm

23.2*		Consent of Nelson Mullins Riley & Scarborough LLP is contained in Exhibit 5.1.

24.1		Power of Attorney (included in the signature page of this Registration Statement)

* Filed herewith

PATRIOT TRANSPORTATION HOLDING, INC. S-8

Exhibit 4.5

FIRST AMENDMENT

PATRIOT TRANSPORTATION HOLDING, INC.

2014 EQUITY INCENTIVE PLAN

WHEREAS , Patriot Transportation Holding, Inc. (the “ Company ”) maintains the Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (the “ Plan ”); and

WHEREAS , Section 13 of the Plan provides that the Board of Directors of the Company (the “ Board ”) may at any time and from time to time and in any respect amend the Plan; and

WHEREAS , the Board desires to amend the Plan, effective as of November 28, 2018, to provide for an increase in the total shares of Common Stock that may be issued under the Plan and make such other changes to the Plan as are set forth below.

NOW, THEREFORE , the Plan is hereby amended effective as of November 28, 2018, and contingent upon the approval of the Company’s shareholders, as follows:

The following definition set forth in Section 2 of the Plan is hereby replaced in its entirety by the following:

“Award” means any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation Right, a Restricted Stock Award, a Stock Grant Award or a Performance Share Award.

Section 2 of the Plan is hereby amended to add the following definition to be included in the alphabetical order of the definitions:

“Incentive Stock Option” means an Option granted under the Plan that is intended to be, and qualifies as, an "incentive stock option" within the meaning of Section 422 of the Code.

“Stock Grant Award” means a right granted to a Participant under Section 7.5.

Section 4.1 of the Plan is hereby replaced in its entirety by the following:

4.1

Subject to adjustment in accordance with Section 11, a total of 550,000 shares of Common Stock shall be available for the grant of Awards under the Plan; provided that , no more than 50,000 shares of Common Stock may be granted as Incentive Stock Options. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.

Section 4.3 of the Plan is hereby replaced in its entirety by the following:

4.3

Subject to adjustment in accordance with Section 11, no Participant shall be granted, during any one (1) year period, Options to purchase Common Stock and Stock Appreciation Rights with respect to more than 100,000 shares of Common Stock in the aggregate or any other Awards with respect to more than 100,000 shares of Common Stock in the aggregate. If an Award is to be settled in cash, the number of shares of Common Stock on which the Award is based shall not count toward the individual share limit set forth in this Section 4. Subject to adjustment in accordance with Section 11, no Non-Employee Director shall be granted, during any one (1) year period, awards with respect to more than 25,000 shares of Common Stock in the aggregate.

Section 4.4 of the Plan is hereby replaced in its entirety by the following:

4.4

The following Section 7.5 shall be added to the Plan:

7.5

Stock Grants . Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Stock Awards to one or more Participants upon such terms and conditions, and in such amounts, as shall be determined by the Committee. A Stock Grant Award grants the Participant the right to receive (or purchase at such price as determined by the Committee) a designated number of shares of Common Stock free of any vesting restrictions. The purchase price, if any, for a Stock Grant Award shall be payable in cash or other form of consideration acceptable to the Committee. A Stock Grant Award may be granted or sold as described in the preceding sentence in respect of past services or other valid consideration, or in lieu of any cash compensation due to such Participant.

Except as specifically amended herein, the terms of the Plan shall continue in full force and effect.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF , the Company has caused this First Amendment to be executed by a duly authorized officer, effective as of November 28, 2018.

	PATRIOT TRANSPORTATION HOLDING, INC.


	By:	/s/ Robert E. Sandlin
		Robert E. Sandlin
		President, Chief Executive Officer
		and Director

PATRIOT TRANSPORTATION HOLDING, INC. S-8

Exhibit 5.1

NELSON MULLINS RILEY & SCARBOROUGH LLP

ATTORNEYS AND COUNSELORS AT LAW

Daniel B. Nunn, Jr.

T 904.665.3601 F 904.665.3621

daniel.nunn@nelsonmullins.com

50 N. Laura Street, 41st Floor

Jacksonville, FL 32202

T 904.665.3600 F 904.665.3641

nelsonmullins.com

May 13, 2019

Ladies and Gentlemen:

This firm is counsel to Patriot Transportation Holding, Inc., a Florida corporation (the "Company"), in connection with the Registration Statement on Form S-8 filed by the Company on the date hereof (the "Registration Statement") being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the offer and sale of up to 250,000 shares (the "Shares") of the Company's common stock, par value $0.10 per share, pursuant to the Patriot Transportation Holding, Equity Incentive Plan (the "Plan").

In rendering this opinion, we have examined: (a) the Registration Statement; (b) a copy of the Company's Amended and Restated Articles of Incorporation; (c) a copy of the Company's Bylaws; and (d) a record of the proceedings of the Company relating to the authorization of the issuance and delivery of the Shares pursuant to the Plan. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and other statements of governmental officials and other instruments, and examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. We have assumed, without inquiry, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with authentic original documents of any copies thereof submitted to us for our examinations.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

The Company has been incorporated under the laws of Florida and the Company's status is active.

The Shares will be legally issued, fully paid and nonassessable when: (i) the Registration Statement shall have become effective under the Securities Act; and (ii) the Shares shall have been issued and sold in the manner contemplated by the Plan.

We express no opinion as to the application of the securities or "Blue Sky" laws of the various states to the sale of the Shares. The opinions rendered herein are limited to the laws of the State of Florida and the federal laws of the United States.

This opinion is being delivered in connection with the Registration Statement and, accordingly, may not be used for any other purpose without our prior written consent. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention with respect to the opinions expressed above, including any changes in applicable law that may hereafter occur.

North Carolina | South Carolina | Tennessee | West Virginia

May 13, 2019

Page 2

We hereby consent to the use of our name in the Registration Statement as counsel who will pass upon the legality of the Shares for the Company and as having prepared this opinion, and to the use of this opinion as an exhibit to the Registration Statement. We also consent to the use of our name as counsel for the Company and to any references to this firm in the prospectus that constitutes part of the Registration Statement.

In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Nelson Mullins Riley & Scarborough LLP

Nelson Mullins Riley & Scarborough LLP

PATRIOT TRANSPORTATION HOLDING, INC. S-8

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Patriot Transportation Holding, Inc.

Jacksonville, Florida

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated December 11, 2018, relating to the consolidated financial statements and schedules of Patriot Transportation Holding Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended September 30, 2018.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

Hancock Askew & Co., LLP

Savannah, Georgia
May 13, 2019