As filed with the Securities and Exchange Commission on February 24, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALARM.COM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | | | 26-4247032 |
| (State or other jurisdiction of incorporation) | | | | (IRS Employer Identification No.) |
8281 Greensboro Drive
Suite 100
Tysons, Virginia 22102
(Address of principal executive offices) (Zip Code)
Alarm.com Holdings, Inc. 2015 Equity Incentive Plan
(Full titles of the plan)
Stephen Trundle
President and Chief Executive Officer
Alarm.com Holdings, Inc.
8281 Greensboro Drive
Suite 100
Tysons, Virginia 22102
(877) 389-4033
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Nicole C. Brookshire
Cooley LLP
500 Boylston Street, 14th Floor
Boston, Massachusetts 02116
(617) 937-2300
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
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| Large Accelerated Filer | þ | | Accelerated Filer | ☐ |
| Non-Accelerated Filer | ☐ | | Smaller Reporting Company | ☐ |
| | | Emerging Growth Company | ☐ |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the "Registration Statement") is being filed for the purpose of registering an additional 2,512,972 shares of common stock of Alarm.com Holdings, Inc. (the "Registrant") issuable pursuant to the Alarm.com Holdings, Inc. 2015 Equity Incentive Plan (the "2015 EIP"). These additional shares of Common Stock are securities of the same class as other securities for which an original registration statement on Form S-8 (File No. 333-205245) was filed with the Securities and Exchange Commission (the "Commission") on June 26, 2015. Accordingly, the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on June 26, 2015 (File No. 333-205245), February 29, 2016 (File No. 333-209829), March 16, 2017 (File No. 333-216728) and February 25, 2021 (File No. 333-253535) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. These additional shares of common stock have become reserved for issuance as a result of the operation of the "evergreen" provision in the 2015 EIP, which provides that the total number of shares subject to such plan may be increased each year pursuant to a specified formula.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the informational and reporting requirements of Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). The following documents filed by the Registrant with the Commission pursuant to the Exchange Act are incorporated by reference in this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K (File No. 001-37461) for the fiscal year ended December 31, 2021, filed with the Commission on February 24, 2022;
(b)The Registrant's Current Report on Form 8-K (File No. 001-37461) filed with the Commission on February 18, 2022; and
(c)The Registrant’s description of its common stock contained in Exhibit 4.5 to its Annual Report on Form 10-K filed with the Commission on February 24, 2022, including any amendment or report filed for the purpose of updating such description.
All documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
ITEM 8. EXHIBITS.
(1) Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 10, 2021, and incorporated herein by reference.
(2) Filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 24, 2022, and incorporated herein by reference.
(3) Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on May 22, 2015 (File No. 333-204428), as amended, and incorporated herein by reference.
(4) Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2015, and incorporated herein 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 Tysons, Commonwealth of Virginia, on February 24, 2022.
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| | ALARM.COM HOLDINGS, INC. |
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| By: | | /s/ Steve Valenzuela |
| | | Steve Valenzuela |
| | | Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Trundle and Steve Valenzuela, and each or any one of them, his or her true and lawful attorney-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 (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 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 or necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, 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 in the capacities and on the date indicated.
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| Signature | | Title(s) | | Date |
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| /s/ Stephen Trundle | | President, Chief Executive Officer and Director | | February 24, 2022 |
| Stephen Trundle | | (Principal Executive Officer) | | |
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| /s/ Steve Valenzuela | | Chief Financial Officer | | February 24, 2022 |
| Steve Valenzuela | | (Principal Financial Officer and Principal Accounting Officer) | | |
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| /s/ Timothy McAdam | | Chairman of the Board of Directors | | February 24, 2022 |
| Timothy McAdam | | | | |
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| /s/ Donald Clarke | | Director | | February 24, 2022 |
| Donald Clarke | | | | |
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| /s/ Rear Admiral (Ret.) Stephen Evans | | Director | | February 24, 2022 |
| Rear Admiral (Ret.) Stephen Evans | | | | |
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| /s/ Darius G. Nevin | | Director | | February 24, 2022 |
| Darius G. Nevin | | | | |
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| /s/ Timothy Whall | | Director | | February 24, 2022 |
| Timothy Whall | | | | |
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| /s/ Simone Wu | | Director | | February 24, 2022 |
| Simone Wu | | | | |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
ALARM.COM HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Security Type | Security Class Title | Fee Calculation Rule(3) | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(4) |
| Equity | Common Stock, $0.01 par value per share | 457(h) | 2,512,972(2) | $68.67(3) | $172,565,787.24 | 0.0000927 | $15,996.85 |
Total Offering Amounts | | $172,565,787.24 | | $15,996.85 |
Total Fee Offsets | | | | – |
Net Fee Due | | | | $15,996.85 |
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) 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.
(2) Represents shares of Common Stock that were added to the shares authorized for issuance under the Alarm.com Holdings, Inc. 2015 Equity Incentive Plan (the “2015 EIP”) on January 1, 2022 pursuant to an “evergreen” provision contained in the 2015 EIP.
(3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $68.67, the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on February 22, 2022.
(4) The Registrant does not have any fee offsets.
EXHIBIT 5.1
Nicole C. BrookshireT: +1 617 937 2357
nbrookshire@cooley.com
February 24, 2022
Alarm.com Holdings, Inc.
8281 Greensboro Drive
Suite 100
Tysons, Virginia 22102
Ladies and Gentlemen:
We have acted as counsel to Alarm.com Holdings, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to 2,512,972 shares of the Company’s Common Stock, $0.01 par value (the “Shares”) reserved for issuance pursuant to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses included therein, the Company’s Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws, each as currently in effect, the 2015 Plan and originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due execution and delivery of all documents by all parties other than the Company where due execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
500 Boylston Street, Boston, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 www.cooley.com
Alarm.com Holdings, Inc.
February 24, 2022
Page Two
Sincerely,
Cooley LLP
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By: | | /s/ Nicole C. Brookshire | |
| | Nicole C. Brookshire | |
500 Boylston Street, Boston, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 www.cooley.com