Maxar Technologies Inc. (Form: S-8, Received: 05/13/2020 17:06:36)


As filed with the Securities and Exchange Commission on May 13, 2020	Registration No. 333‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

MAXAR TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

83‑2809420

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1300 W. 120th Avenue
Westminster, Colorado 80234

(Address, Including Zip Code, of Registrant’s Principal Executive Offices)

Maxar Technologies Inc. 2019 Incentive Award Plan

(Full Title of the Plan)

James C. Lee
General Counsel
Maxar Technologies Inc.
1300 W. 120th Avenue
Westminster, Colorado 80234
(303) 684‑4000

(Name, Address and 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 (2)	Proposed Maximum Aggregate Offering Price (2)	Amount Of Registration Fee
Common Stock, par value of $0.0001 per share	4,550,000 (3)	$10.55	$48,002,500	$6,230.72

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement also covers any additional shares of common stock, $0.0001 par value (“Common Stock”), of Maxar Technologies Inc., a corporation organized under the laws of Delaware (the “Registrant”) that may become issuable under the Maxar Technologies Inc. 2019 Incentive Award Plan (as amended to date, the “2019 Plan”) by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination or exchange of shares of Common Stock, dividend in kind or other like change in capital structure.

(2) Estimated in accordance with Rules 457(c) and (h) of the Securities Act for the purpose of calculating the registration fee on the basis of $10.55 per share, which is the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on May 7, 2020.

(3) Represents an additional 4,550,000 shares of the Common Stock that are or may become available for future issuance under the 2019 Plan as of May 13, 2020, which number consists of (i) 2,550,000 shares that became available for issuance pursuant to an amendment of the 2019 Plan approved by the Registrant’s stockholders on May 13, 2020 and (ii) 2,000,000 shares that have or may become available for future issuance under the 2019 Plan due to forfeitures or other terminations of awards previously made under the Company’s prior equity incentive plans.

EXPLANATORY NOTE

This registration statement registers the offer and sale of an additional 4,550,000 shares of common stock of Maxar Technologies Inc. for issuance under the 2019 Plan. In accordance with Instruction E to Form S‑8, the contents of the prior registration statement on Form S‑8, File No. 333‑231296, previously filed with respect to the 2019 Plan are hereby incorporated by reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in this Part I will be sent or given to participants as specified by Rule 428(b)(1). In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“Commission”), such document(s) are not being filed with or included in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:

(a)

The Registrant’s Annual Report on Form 10K for the fiscal year ended December 31, 2019, filed with the Commission on March 2, 2020 (File No. 00138228);‑‑

(b)

The Registrant’s Quarterly Report on Form 10Q for the quarter ended March 31, 2020, filed with the Commission on May 11, 2020;‑

(c)

The Registrant’s Current Reports on Form 8‑K filed with the Commission on February 20, 2020, February 25, 2020, March 13, 2020, April 2, 2020, April 8, 2020 (as amended April 14, 2020), and April 28, 2020;

(d)

All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2019; and

(e)

The description of the Registrant’s common stock which is contained in Exhibit 4.(vi)1 to its Annual Report on Form 10‑K filed on March 2, 2020, which updates its Current Report on Form 8-K filed January 2, 2019 pursuant to Rule 12g-3(a) promulgated under the Exchange Act and the Form 8-A filed by its predecessor on October 3 2017, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing 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 such documents, except as to specific sections of such documents as set forth therein. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant’s Amended and Restated Bylaws (the “Bylaws”) provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by the General Corporation Law of the State of Delaware, any director or officer of the Registrant who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Registrant or, while serving as a director or officer of the Registrant, is or was serving at the request of the Registration as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person in connection with any such Proceeding. The Registrant shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized in the specific case by the Board.

Additionally, the Registrant shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Registrant, and may pay the expenses incurred by any employee or agent of the Registrant, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified.

Pursuant to the Delaware General Corporate Law and the Registrant’s Bylaws, the Registrant may purchase and maintain insurance against liability asserted against or incurred by any of the eligible persons.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Incorporated by Reference

Exhibit
No

Exhibit Description

Form

SEC File
No.

Exhibit

Filing
Date

Filed
Herewith

3.1

Amended and Restated Certificate of Incorporation of Maxar Technologies Inc.

8‑K

001‑38228

3.1

1/2/2019

3.2

Amended and Restated Bylaws of Maxar Technologies Inc.

8‑K

001‑38228

3.2

1/2/2019

4.1

Maxar Technologies Inc. 2019 Incentive Award Plan

S‑8

333‑231296

4.3

5/8/2019

4.2

First Amendment to Maxar Technologies Inc. 2019 Incentive Award Plan

5.1

Opinion of Latham & Watkins LLP

23.1

Consent of KPMG LLP (US)

23.2

Consent of KPMG LLP (Canada)

23.3

Consent of Latham & Watkins LLP (contained in Exhibit 5.1)

24.1

Powers of Attorney (contained on the signature page to this Registration Statement)

99.1

Form of PSU Award Grant Notice – 2019 Plan

10‑Q

001‑38228

10.4

5/9/2019

99.2

Form of RSU Award Grant Notice – 2019 Plan

10‑Q

001‑38228

10.5

5/9/2019

99.3

Form of Stock Option Grant Notice – 2019 Plan

10‑Q

001‑38228

10.6

5/9/2019

99.4

Form of RSU Award Grant Notice – 1 year vesting – 2019 Plan

10‑Q

001‑38228

10.7

5/9/2019

99.5

Form of 2020 PSU Grant Notice

10-Q

001-38228

10.3

5/11/2020

Item 9. Undertakings.

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)

The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a‑3 or Rule 14c‑3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Westminster, State of Colorado, on this 13th day of May, 2020.

	MAXAR TECHNOLOGIES INC.

	By:	/s/ Daniel L. Jablonsky
		Name: Daniel L. Jablonsky
		Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel L. Jablonsky, Biggs C. Porter and James C. Lee, and each acting alone, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto 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, each acting alone, 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 on Form S‑8 has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Daniel L. Jablonsky	President and Chief Executive Officer	May 13, 2020
Daniel L. Jablonsky	(Principal Executive Officer), Director

/s/ Biggs C. Porter	Executive Vice President and Chief Financial Officer	May 13, 2020
Biggs C. Porter	(Principal Financial Officer and Duly Authorized Officer)


/s/ Carolyn K. Pittman	Senior Vice President and Chief Accounting Officer	May 13, 2020
Carolyn K. Pittman	(Principal Accounting Officer and Duly Authorized Officer)

/s/ Howell M. Estes III	Chairman of the Board of Directors	May 13, 2020
Howell M. Estes III

/s/ Nick S. Cyprus	Director	May 13, 2020
Nick S. Cyprus

/s/ Roxanne J. Decyk	Director	May 13, 2020
Roxanne J. Decyk

/s/ Joanne O. Isham	Director	May 13, 2020
Joanne O. Isham

/s/ C. Robert Kehler	Director	May 13, 2020
C. Robert Kehler

/s/ L. Roger Mason, Jr.	Director	May 13, 2020
L. Roger Mason, Jr.

/s/ Eric J. Zahler	Director	May 13, 2020
Eric J. Zahler

/s/ Eddy Zervigon	Director	May 13, 2020
Eddy Zervigon

Exhibit 4.2

FIRST AMENDMENT TO THE

MAXAR TECHNOLOGIES INC.

2019 INCENTIVE AWARD PLAN

This First Amendment (this “First Amendment”) to the Maxar Technologies Inc. 2019 Incentive Award Plan (“2019 Plan”), is made and adopted by the Board of Directors (“Board”) of Maxar Technologies Inc., a Delaware corporation (the “Company”), on March 27, 2020, effective as of the date of the Company’s 2020 annual meeting of stockholders, provided that it is approved by the Company’s stockholders on that date (“Amendment Date”).

RECITALS

WHEREAS, the Company maintains the 2019 Plan; and

WHEREAS, the Board believes it is in the best interests of the Company and its stockholders to amend the 2019 Plan to increase the number of shares reserved under the 2019 Plan.

NOW, THEREFORE, BE IT RESOLVED, that the 2019 Plan is hereby amended as follows, subject to, and effective as of the Amendment Date:

AMENDMENT

1. Section 3.1(a) of the 2019 Plan is hereby amended and restated in its entirety as follows:

“Subject to Sections 3.1(b) and 12.2, the aggregate number of Shares which may be issued pursuant to Awards under the 2019 Plan is the sum of: (i) 5,075,000 Shares and (ii) any Shares which as of the Effective Date are subject to awards under any Prior Plan which are forfeited or lapse unexercised and which following the Effective Date are not issued under any Prior Plan; provided, however, no more than 5,075,000 Shares may be issued upon the exercise of Incentive Stock Options. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.”

2. This First Amendment shall be and hereby is incorporated into and forms a part of the 2019 Plan, and except as expressly provided herein, all terms and conditions of the 2019 Plan shall remain in full force and effect.


	Exhibit 5.1

	330 North Wabash Avenue Suite 2800 Chicago, Illinois 60611 Tel: +1.312.876.7700 Fax: +1.312.993.9767 www.lw.com

May 13, 2020

Maxar Technologies Inc.

1300 W. 120th Avenue
Westminster, Colorado
80234

FIRM / AFFILIATE OFFICES

Beijing Moscow

Boston Munich

Brussels New York

Century City Orange County

Chicago Paris

Dubai Riyadh

Düsseldorf San Diego

Frankfurt San Francisco

Hamburg Seoul

Hong Kong Shanghai

Houston Silicon Valley

London Singapore

Los Angeles Tokyo

Madrid Washington, D.C.

Milan

Re: Registration Statement on Form S-8 with respect to 4,550,000 shares of common stock, $0.0001 par value

Ladies and Gentlemen:

We have acted as special counsel to Maxar Technologies Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to an additional 4,550,000 shares of common stock, par value $0.0001 per share (the “Shares”), pursuant to the Maxar Technologies Inc. 2019 Incentive Award Plan (as amended, the “2019 Plan”). The Shares are included in a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 13, 2020 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the 2019 Plan, assuming in each case that the individual grants or awards under the 2019 Plan are duly authorized by all necessary corporate action and duly granted or awarded

May 13, 2020

Page 2

and exercised in accordance with the requirements of law and the 2019 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. We further consent to the incorporation by reference of this letter and consent into any post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.


	Very truly yours,

	/s/ Latham & Watkins

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Maxar Technologies Inc.:

We consent to the incorporation by reference in this registration statement on Form S-8 of Maxar Technologies Inc. of our reports dated March 2, 2020, with respect to the consolidated balance sheets of Maxar Technologies Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in stockholders’ equity for each of the years in the two-year period ended December 31, 2019, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2019, incorporated herein by reference.

Our report on the consolidated financial statements as of December 31, 2019, includes an explanatory paragraph related to the Company’s change in its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842) which together with subsequent amendments is included in ASC 842, Leases.


	/s/ KPMG LLP


Denver, Colorado
May 11, 2020

Exhibit 23.2

KPMG LLP

PO Box 10426 777 Dunsmuir Street

Vancouver BC V7Y 1K3

Canada

Telephone (604) 691-3000

Fax (604) 691-3031

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Maxar Technologies Inc.:

We consent to the incorporation by reference in the registration statement filed on May 13, 2020 on Form S-8 of Maxar Technologies Inc. of our report dated March 1, 2019, except for note 4, as to which the date is March 2, 2020, with respect to the consolidated statements of operations, comprehensive income (loss), cash flows, and changes in stockholders’ equity of Maxar Technologies Inc. and subsidiaries for the year ended December 31, 2017, and the related notes, which report appears in the December 31, 2019 annual report on Form 10‑K of Maxar Technologies Inc.

/s/ KPMG LLP

Chartered Professional Accountants

May 13, 2020

Vancouver, Canada