As filed with the Securities and Exchange Commission on May 12, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GARDNER DENVER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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46-2393770
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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222 East Erie Street, Suite 500
Milwaukee, Wisconsin 53202
Telephone: 414-212-4700
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(Address, including zip code, and telephone number, including area code, of principal executive offices)
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Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan
2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. and its Subsidiaries
(Full title of the plan)
Andrew Schiesl, Esq.
General Counsel
222 East Erie Street, Suite 500
Milwaukee, Wisconsin 53202
Telephone: 414-212-4700
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Richard Fenyes, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Telephone: (212) 455-2000
Telecopy: (212) 455-2502
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 ☒
(Do not check if a smaller reporting company)
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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 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(1)
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Amount to be registered
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Proposed maximum offering price per share
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Proposed maximum aggregate offering price
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Amount of
registration fee
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Common Stock, par value $0.01 per share(2)
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13,300,031
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$9.50(5)
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$126,350,294.50(5)
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$14,644.00
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Common Stock, par value $0.01 per share(3)
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5,625,300
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$20.00(6)
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$112,506,000(6)
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$13,039.45
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Common Stock, par value $0.01 per share(4)
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8,550,000
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$20.00(6)
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$171,000,000(6)
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$19,818.90
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(1)
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The securities to be registered include shares of common stock, par value $0.01 per share, of Gardner Denver Holdings, Inc. (“Common Stock”) and options and rights to acquire Common Stock issuable under the plans listed in footnotes 2,3 and 4 below.
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(2)
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Covers 13,300,031 shares of Common Stock underlying stock option awards and stock appreciation rights outstanding under the 2013 Plan. To the extent that any shares subject to awards outstanding under the Gardner Denver Holdings, Inc. 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. and its Subsidiaries (the “2013 Plan”) are forfeited, terminated, cancelled, expire unexercised, withheld in payment of the exercise price or withheld to satisfy tax withholding obligations subsequent to the date of this Registration Statement, the shares of Common Stock reserved for issuance pursuant to such shares will become available for issuance under the 2017 Plan. See footnote (4).
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(3)
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Covers 5,625,300 shares of Common Stock approved for issuance under the 2013 Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of Common Stock, which may be offered and issued under the 2013 Plan to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.
To the extent that any shares subject to awards outstanding under the 2013 Plan are forfeited, terminated, cancelled, expire unexercised, withheld in payment of the exercise price or withheld to satisfy tax withholding obligations subsequent to the date of this Registration Statement, the shares of Common Stock reserved for issuance pursuant to such shares will become available for issuance under the 2017 Plan (as defined below). See footnote (4).
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(4)
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Covers 8,550,000 shares of Common Stock approved for issuance under the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”). Pursuant to Rule 416(a) under the Securities Act, this Registration Statement also covers an indeterminate number of additional shares of Common Stock, which may be offered and issued under the 2017 Plan to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments. To the extent that any shares subject to awards outstanding under the 2013 Plan are forfeited, terminated, cancelled, expire unexercised, withheld in payment of the exercise price or withheld to satisfy tax withholding obligations subsequent to the date of this Registration Statement, the shares of Common Stock reserved for issuance pursuant to such shares will become available for issuance under the 2017 Plan. See footnotes (2) and (3).
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(5)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. The fee is based on a price of $9.50 per share of Common Stock, which is the weighted average exercise price of stock option awards and stock appreciation rights outstanding under the 2013 Plan as of the date of this Registration Statement.
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(6)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. The fee is based on a price of $20.00 per share of Common Stock, which is the initial public offering price set forth on the cover page of the Registrant’s final prospectus dated May 11, 2017 relating to its initial public offering.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in this Part I will be delivered to the participants in the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan and the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. and its Subsidiaries (formerly known as the 2013 Stock Incentive Plan for Key Employees of Renaissance Parent Corp. and its Subsidiaries) covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents filed with the Commission by Gardner Denver Holdings, Inc. (the “Company” or the “Registrant”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:
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(a)
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The Company’s prospectus to be filed with the Commission pursuant to Rule 424(b) of the Securities Act, relating to the registration statement on Form S-1 (File No. 333-216320); and
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(b)
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The Company’s registration statement on Form 8-A (Registration No. 001-38095), filed with the Commission on May 11, 2017 pursuant to Section 12(b) of the Exchange Act, relating to the Company’s Common Stock, including all other amendments and reports filed for the purpose of updating such description.
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All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement (except for any portions of the Company’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission) and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered 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.
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 other subsequently filed document which also is or 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 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant’s amended and restated certificate of incorporation provides for this limitation of liability. The Registrant has entered into indemnification agreements with the Registrant’s directors and will enter into indemnification agreements with the Registrant’s future directors that provide for the Registrant to indemnify them to the fullest extent permitted by Delaware law.
Section 145 of the DGCL, or Section 145, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which such officer or director has actually and reasonably incurred.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.
The Registrant’s amended and restated bylaws provide that the Registrant must indemnify, and advance expenses to, the Registrant’s directors and officers to the full extent authorized by the DGCL.
The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Registrant’s amended and restated certificate of incorporation, the Registrant’s amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing, the Registrant shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the board of directors pursuant to the applicable procedure outlined in the amended and restated bylaws.
Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.
The Registrant maintains standard policies of insurance that provide coverage (1) to the Registrant’s directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to the Registrant with respect to indemnification payments that we may make to such directors and officers.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
The following exhibits are filed as part of this Registration Statement:
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Exhibit Number
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Description of Document
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4.1
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Form of Amended and Restated Certificate of Incorporation of Gardner Denver Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-216320) filed with the Commission on
April 24
, 2017).
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4.2
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Form of Amended and Restated Bylaws of Gardner Denver Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-
216320
) filed with the Commission on April 24, 2017).
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4.3
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Form of Stockholders Agreement (incorporated herein by reference to Exhibit 10.12 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-
216320
) filed with the Commission on
April 24
, 2017).
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4.4
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Form of Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.
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filed with Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-216320) filed with the Commission on
April 28
, 2017).
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4.5
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2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated herein by reference to Exhibit 10.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-216320) filed with the Commission on
February 28, 2017
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5.1*
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Opinion of Simpson Thacher & Bartlett LLP.
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23.1*
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Consent of Deloitte & Touche LLP.
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23.2*
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Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).
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24.1*
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Power of Attorney (included in the signature pages to this Registration Statement).
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* Filed herewith.
Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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 the 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
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(iii)
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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;
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provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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.
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(2)
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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.
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(3)
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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.
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(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.
SIGNATURES
Pursuant to the requirements of 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 Milwaukee, Wisconsin, on May 12, 2017.
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GARDNER DENVER HOLDINGS, INC.
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By:
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/s/ Vicente Reynal
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Name:
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Vicente Reynal
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Vicente Reynal, Philip T. Herndon and Andrew Schiesl and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements of Gardner Denver Holdings, Inc., including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to enable Gardner Denver Holdings, Inc. to comply with the provisions of the Securities Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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, this registration statement has been signed by the following person in the capacities indicated on May 12, 2017:
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Signature
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Capacity
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/s/ Vicente Reynal
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Vicente Reynal
(principal executive officer)
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Vicente Reynal
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/s/ Philip T. Herndon
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Philip T. Herndon
(principal financial officer)
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Philip T. Herndon
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/s/ Mark R. Sweeney
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Mark R. Sweeney
(principal accounting officer)
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Mark R. Sweeney
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/s/ Peter M. Stavros
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Director
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Peter M. Stavros
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/s/ Brandon F. Brahm
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Director
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Brandon F. Brahm
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/s/ William E. Kassling
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Director
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William E. Kassling
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/s/ Michael V. Marn
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Director
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Michael V. Marn
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/s/ Nickolas Vande Steeg
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Director
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Nickolas Vande Steeg
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/s/ Pastor Velasco
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Director
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Pastor Velasco
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/s/ Joshua T. Weisenbeck
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Director
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Joshua T. Weisenbeck
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