As filed with the Securities and Exchange Commission
on February 11, 2022
Registration No. 333-238294
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
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Florida
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47-2482414
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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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200 W. Forsyth St., 7th Floor
Jacksonville, FL
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32202
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(Address of Principal
Executive Offices)
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(Zip Code)
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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.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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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
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (“Amendment”)
to Registration Statement on Form S-8 is being filed by Patriot Transportation Holding, Inc. (“Registrant”) solely
to correct clerical errors contained in the Second Amendment to the Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (“Second
Amendment”) that was filed as Exhibit 4.5 to the Registrant’s Registration
Statement on Form S-8 (File No. 333-238294) filed with the Securities Exchange Commission (“Commission”) on May
15, 2020 (“Registration Statement”). The corrected Second Amendment is filed as Exhibit 4.6 to this Amendment.
In connection with the extraordinary dividend of $3.00
per share that was paid on January 30, 2020 to the Registrant’s shareholders of record as of the close of business on January 15,
2020, and pursuant to the Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (“Plan”), the Board of Directors
(i) adjusted certain awards under the Plan to preserve the economic intent of such awards, and (ii) authorized additional shares of Registrant’s
Common Stock (“Shares”) to be available for the grant of awards under the Plan to reflect such adjustments. The Second
Amendment that was filed with the Registration Statement understated the number of additional Shares authorized under the Plan (and the
adjusted aggregate number of Shares subject to the Plan) by 52,282, which Shares reflect the adjustment to a stock appreciation right
award that is payable in cash upon exercise. The Second Amendment filed herewith correctly states the number of additional Shares authorized
under the Plan in connection with such award adjustments (201,159) and the adjusted aggregate number of Shares subject to the Plan following
such adjustments (751,159). The 52,282 Shares underlying the stock appreciation right adjustment will remain unregistered.
Except as described herein, this Post-Effective Amendment
No. 1 does not update, amend or modify any other information, statement or disclosure contained in the Registration Statement.
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 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:
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a.
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The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 2021, filed with the Commission on December 14, 2021 (File
No. 001-36605) pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
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sb.
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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 (a) above, including the Company’s
Current Report on Forms 8-K filed with the Commission on October 8, 2021 (File
No. 001-36605), October 19, 2021 (File
No. 001-36605), and December 2, 2021 (File
No. 001-36605), and the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 10, 2022 (File No. 001-36605).
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c.
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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.
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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
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Exhibit No.
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Exhibit
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4.1
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Third Amended and Restated Articles of Incorporation of Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on February 9, 2021, File No. 001-36605)
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4.2
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Amended and Restated Bylaws of Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Commission on February 4, 2021, File No. 001-36605)
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4.3
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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 with the Commission on January 30, 2015, File No. 333-201792)
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4.4
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Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to the Company’s Registration Statement on Form 10 filed with the Commission on October 2, 2014, File No. 001-36605)
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4.5
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First Amendment to the Patriot Transportation Holding, Inc, 2014 Equity Incentive Plan (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 13, 2019, File No. 333-231421)
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4.6*
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Second Amendment to Patriot Transportation Holding, Inc. Equity Incentive Plan
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5.1
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Opinion and consent of Nelson Mullins Riley & Scarborough LLP (incorporated by reference to Exhibit 5.1 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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23.1*
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Consent of Hancock Askew & Co., LLC, Independent Registered Public Accounting Firm
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23.2
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Consent of Nelson Mullins Riley & Scarborough LLP (incorporated by reference to Exhibits 5.1 and 23.2 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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24.1
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Power of Attorney (contained in the signature page of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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* 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 11th day of February 2022.
PATRIOT TRANSPORTATION HOLDING, INC.
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By: /s/Robert E. Sandlin
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Robert E. Sandlin
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President & Chief Executive Officer
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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 11th day of February 2022.
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Signature
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Title
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/s/Robert E. Sandlin
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President, Chief Executive Officer and Director
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Robert E. Sandlin
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(Principal Executive Officer)
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EXHIBIT INDEX
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Exhibit No.
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Exhibit
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4.1
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Third Amended and Restated Articles of Incorporation of Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on February 9, 2021, File No. 001-36605)
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4.2
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Amended and Restated Bylaws of Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Commission on February 4, 2021, File No. 001-36605)
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4.3
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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 with the Commission on January 30, 2015, File No. 333-201792)
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4.4
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Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to the Company’s Registration Statement on Form 10 filed with the Commission on October 2, 2014, File No. 001-36605)
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4.5
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First Amendment to the Patriot Transportation Holding, Inc, 2014 Equity Incentive Plan (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 13, 2019, File No. 333-231421)
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4.6*
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Second Amendment to Patriot Transportation Holding, Inc. Equity Incentive Plan
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5.1
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Opinion and consent of Nelson Mullins Riley & Scarborough LLP (incorporated by reference to Exhibit 5.1 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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23.1*
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Consent of Hancock Askew & Co., LLC, Independent Registered Public Accounting Firm
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23.2
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Consent of Nelson Mullins Riley & Scarborough LLP (incorporated by reference to Exhibits 5.1 and 23.2 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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24.1
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Power of Attorney (contained in the signature page of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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* Filed herewith
SECOND AMENDMENT
TO
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, the Company issued
an extraordinary dividend to its shareholders of $3.00 per share, which was paid on January 30, 2020 to shareholders of record as of the
close of business on January 15, 2020 (the “Dividend”); and
WHEREAS, Section 11 of
the Plan provides that the Board of Directors of the Company (the “Board”) will adjust Awards granted under the Plan
and the maximum number of shares of Common Stock subject to the Plan set forth in Section 4 of the Plan in the event of any extraordinary
dividend, stock split, extraordinary corporate transaction or other relevant change in capitalization to the extent necessary to preserve
the economic intent of such Awards; and
WHEREAS, in connection
with the Dividend, the Board made adjustments to certain Awards made under the Plan, as required under Section 11;
WHEREAS, in connection
with the foregoing, the Board desires to amend Section 4 of the Plan to authorize an additional 201,159 shares of Common Stock to be available
for the grant of Awards under the Plan;
NOW, THEREFORE, the Plan
is hereby amended effective as of May 8, 2020 (the “Effective Date”), as follows:
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1.
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Section 4.1 of the Plan is hereby replaced in its entirety by the following:
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4.1
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Subject to adjustment in accordance with Section 11, a total of 751,159 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.
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2.
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Except as specifically amended herein, the terms of the Plan shall continue
in full force and effect.
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[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 the Effective Date.
PATRIOT TRANSPORTATION HOLDING, INC.
By: /s/ Robert E. Sandlin
Robert E. Sandlin
President & Chief Executive Officer
