As filed with the Securities and Exchange Commission on August 7, 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
BEACON ROOFING SUPPLY, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
36-4173371 |
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(State or Other Jurisdiction of Incorporation) |
(IRS Employer Identification No.) |
505 Huntmar Park Drive, Suite 300, Herndon, VA 20170
(Address of Principal Executive Offices) (Zip Code)
Beacon Roofing Supply, Inc. Second Amended and Restated 2014 Stock Plan
(Full title of the plan)
Julian G. Francis
President and Chief Executive Officer
Beacon Roofing Supply, Inc.
505 Huntmar Park Drive, Suite 300
Herndon, Virginia 20170
(Name and address of agent for service)
(571) 323-3939
(Telephone number, including area code, of agent for service)
With a copy to:
Ross D. Cooper
Executive Vice President, General Counsel &Secretary
Beacon Roofing Supply, Inc.
505 Huntmar Park Drive, Suite 300
Herndon, Virginia 20170
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. ☐
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 |
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Common Stock, $0.01 par value per share |
4,850,000 |
$31.42 |
$152,387,000 |
$19,779.83 |
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of common stock of Beacon Roofing Supply, Inc. that become issuable pursuant to the Beacon Roofing Supply, Inc. Second Amended and Restated 2014 Stock Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock. |
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(2) |
Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) under the Securities Act based upon the average of the high and low sales prices of the registrant’s common stock as reported on the NASDAQ Global Select Market on August 4, 2020. |
REGISTRATION OF ADDITIONAL SECURITIES – STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
The contents of the Registration Statements on Form S-8 (File No. 333-193904 and File No. 333-210416) filed by the Registrant with the Securities and Exchange Commission on February 12, 2014 and March 25, 2016, respectively, registering Common Stock issuable under the Plan are hereby incorporated by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5.Interests of Named Experts and Counsel
Certain legal matters with respect to the legality of the shares offered hereby will be passed upon for the Registrant by Ross D. Cooper, Senior Vice President, General Counsel and Secretary of the Registrant. Mr. Cooper holds 17,845 shares of Common Stock, 22,972 restricted stock units, and options to acquire 43,523 shares of Common Stock.
Item 8.Exhibits
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Exhibit
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Description |
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3.1 |
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3.2 |
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4 |
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5* |
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23.1* |
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Consent of Ernst & Young LLP, independent registered public accounting firm |
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23.2 |
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24 |
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_______________________________
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* |
Filed herewith |
The Registrant. 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 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 Town of Herndon, State of Virginia, on the 7th day of August, 2020.
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BEACON ROOFING SUPPLY, INC. (Registrant) |
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By: |
/s/ JULIAN G. FRANCIS |
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Julian G. Francis |
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President & Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below appoints Julian G. Francis and Ross D. Cooper, or any of them, as such person’s true and lawful attorneys to execute in the name of each such person, and to file, any post-effective amendments to this Registration Statement that any of such attorneys shall deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission with respect thereto, in connection with this Registration Statement, which amendments may make such changes in such Registration Statement as any of the above-named attorneys deems appropriate, and to comply with the undertakings of the Company made in connection with this Registration Statement; and each of the undersigned hereby ratifies all that any of said attorneys shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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SIGNATURE |
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TITLE |
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DATE |
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/s/ JULIAN G. FRANCIS |
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President and Chief Executive Officer |
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August 7, 2020 |
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Julian G. Francis |
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(Principal Executive Officer) and Director |
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/s/ FRANK A. LONEGRO |
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Executive Vice President and Chief Financial Officer |
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August 7, 2020 |
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Frank A. Lonegro |
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(Principal Financial Officer) |
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/s/ THOMAS D. SCHMITZ |
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Interim Chief Accounting Officer |
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August 7, 2020 |
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Thomas D. Schmitz |
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(Principal Accounting Officer) |
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/s/ PHILIP W. KNISELY |
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Chairman |
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August 7, 2020 |
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Philip W. Knisely |
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/s/ ROBERT R. BUCK |
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Director |
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August 7, 2020 |
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Robert R. Buck |
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/s/ CARL T. BERQUIST |
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Director |
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August 7, 2020 |
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Carl T. Berquist |
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/s/ BARBARA G. FAST |
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Director |
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August 7, 2020 |
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Barbara G. Fast |
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/s/ RICHARD W. FROST |
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Director |
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August 7, 2020 |
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Richard W. Frost |
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/s/ ALAN GERSHENHORN |
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Director |
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August 7, 2020 |
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Alan Gershenhorn |
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/s/ ROBERT M. MCLAUGHLIN |
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Director |
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August 7, 2020 |
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Robert M. McLaughlin |
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/s/ NEIL S. NOVICH |
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Director |
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August 7, 2020 |
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Neil S. Novich |
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/s/ STUART A. RANDLE |
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Director |
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August 7, 2020 |
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Stuart A. Randle |
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/s/ NATHAN K. SLEEPER |
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Director |
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August 7, 2020 |
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Nathan K. Sleeper |
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/s/ DOUGLAS L. YOUNG |
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Director |
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August 7, 2020 |
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Douglas L. Young |
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Exhibit 5
August 7, 2020
Beacon Roofing Supply, Inc.
505 Huntmar Drive, Suite 300
Herndon, Virginia 20170
Re: Beacon Roofing Supply, Inc. – Registration of Common Stock, Par Value $.01 Per Share, on Form S-8
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel & Secretary of Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”). I am rendering this opinion in connection with the Company’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) covering 4,850,000 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), issuable under the Beacon Roofing Supply, Inc. Second Amended and Restated 2014 Stock Plan (the “Plan”).
In that connection, I have examined such documents and have made such factual and legal investigations as I have deemed necessary or appropriate for the purpose of this opinion.
Based upon the foregoing, it is my opinion that those shares of Common Stock covered by the Registration Statement that are issued in accordance with the terms of the Plan will be legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware, and I express no opinions with respect to the laws of any other jurisdiction. The opinion expressed in this opinion letter is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and I assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to my attention after that date or any changes in law that may occur or become effective after that date.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. I do not, in giving such consent, admit that I am within the category of person whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission.
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Very truly yours, |
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/s/ ROSS D. COOPER |
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Ross D. Cooper |
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Executive Vice President, General Counsel & Secretary |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8), dated August 7, 2020, pertaining to the Beacon Roofing Supply, Inc. Second Amended and Restated 2014 Stock Plan of our reports dated November 26, 2019, with respect to the consolidated financial statements of Beacon Roofing Supply, Inc. and the effectiveness of internal control over financial reporting of Beacon Roofing Supply, Inc. included in its Annual Report (Form 10-K) for the year ended September 30, 2019, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Tysons, Virginia
August 7, 2020