As filed with the Securities and Exchange Commission on August 3, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Accel Entertainment, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | |
| Delaware | 98-1350261 |
(State or Other Jurisdiction of
Incorporation or Organization) | (I.R.S. Employer
Identification No.) |
| | |
140 Tower Drive |
Burr Ridge, Illinois 60527 |
| (Address of Principal Executive Offices) (Zip Code) |
(630) 972-2235
(Registrant’s telephone number, including area code)
Accel Entertainment, Inc. Amended and Restated Long Term Incentive Plan
(Full Title of the Plans)
Derek Harmer
General Counsel, Chief Compliance Officer and Secretary
140 Tower Drive
Burr Ridge, Illinois 60527
(630) 972 -2235
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| | | | | | | | |
| Per B. Chilstrom | Derek Harmer |
| Fenwick & West LLP | General Counsel, Chief Compliance Officer and Secretary |
| 902 Broadway | Accel Entertainment, Inc. |
| New York, New York | 140 Tower Drive |
| (212) 430-2600 | Burr Ridge, Illinois 60527 |
| (630) 972 -2235 |
| | |
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 | ☒ |
| 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 13(a) of the Exchange Act. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
On May 4, 2023, at the annual meeting of the stockholders of Accel Entertainment, Inc., a Delaware corporation (the “Registrant”), the stockholders of the Registrant approved the adoption of an amendment and restatement of the Accel Entertainment, Inc. Long Term Incentive Plan (as amended and restated, the “Restated LTIP”), which reflects amendments to the plan to increase the available share reserve by 2,000,000 shares of the Registrant’s Class A-1 common stock, par value $0.0001 per share (the “Class A-1 common stock”).
Pursuant to General Instruction E of Form S-8, the Registrant is filing this registration statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 2,000,000 additional shares of Class A-1 common stock available for issuance under the Restated LTIP.
In accordance with General Instruction E of Form S-8, and only with respect to Class A-1 common stock issuable under the Restated LTIP, this Registration Statement hereby incorporates by reference the contents of the Registrant’s prior registration statement on Form S-8 filed with the Commission on January 24, 2020 (File No. 333-236049) except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
a.the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 1, 2023; b.the Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2023 and June 30, 2023, filed with the Commission on May 3, 2023 and August 3, 2023, respectively; e.the description of the Registrant’s Class A-1 common stock contained in Exhibit 4.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any subsequent amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement 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 the filing of such documents, except that information furnished to the Commission under Item 2.02 or Item 7.01 in Current Reports on Form 8-K and any exhibit relating to such information, shall not be deemed to be incorporated by reference in this Registration Statement.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such earlier statement. Any 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 | | | | Incorporated by Reference | | Filed |
| Number | | Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date | | Herewith |
| | | | | | | | | | | | |
| 4.1 | | | | 8-K | | 001-38136 | | 3.2 | | November 26, 2019 | | |
| | | | | | | | | | | | |
| 4.2 | | | | 8-K | | 001-38136 | | 3.3 | | November 26, 2019 | | |
| | | | | | | | | | | | |
| 4.3 | | | | 8-K | | 001-38136 | | 3.3 | | May 11, 2020 | | |
| | | | | | | | | | | | |
| 5.1 | | | | | | | | | | | | X |
| | | | | | | | | | | | |
| 23.1 | | | | | | | | | | | | X |
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| 23.2 | | | | | | | | | | | | X |
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| 24.1 | | Power of Attorney (included on the signature page of this Registration Statement) | | | | | | | | | | X |
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| 99.1 | | | | 8-K | | 001-38136 | | 10.1 | | May 5, 2023 | | |
| | | | | | | | | | | | |
| 99.2 | | | | 10-Q | | 001-38136 | | 10.13 | | May 3, 2023 | | |
| | | | | | | | | | | | |
| 99.3 | | | | 10-Q | | 001-38136 | | 10.23 | | May 3, 2023 | | |
| | | | | | | | | | | | |
| 107 | | | | | | | | | | | | X |
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 Burr Ridge, Illinois on the 3rd day of August, 2023.
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| ACCEL ENTERTAINMENT, INC. |
| | |
| By: | /s/ Mathew Ellis |
| | Mathew Ellis
Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andrew Rubenstein, Mathew Ellis and Christie Kozlik, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution and full power to act without the other, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), 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, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, 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 persons on behalf of the Registrant in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| | | | |
| /s/ Andrew Rubenstein | | Chief Executive Officer, President and Director | | August 3, 2023 |
| Andrew Rubenstein | | (Principal Executive Officer) | | |
| | | | |
| /s/ Mathew Ellis | | Chief Financial Officer | | August 3, 2023 |
| Mathew Ellis | | (Principal Financial Officer) | | |
| | | | |
| /s/ Christie Kozlik | | Chief Accounting Officer | | August 3, 2023 |
| Christie Kozlik | | (Principal Accounting Officer) | | |
| | | | |
| /s/ Derek Harmer | | General Counsel, Chief Compliance Officer and Secretary | | August 3, 2023 |
| Derek Harmer | | | | |
| | | | |
| /s/ Karl Peterson | | Chairman of the Board and Director | | August 3, 2023 |
| Karl Peterson | | | | |
| | | | |
| /s/ Gordon Rubenstein | | Director | | August 3, 2023 |
| Gordon Rubenstein | | | | |
| | | | |
| /s/ Kathleen Philips | | Director | | August 3, 2023 |
| Kathleen Philips | | | | |
| | | | |
| /s/ David W. Ruttenberg | | Director | | August 3, 2023 |
| David W. Ruttenberg | | | | |
| | | | |
| /s/ Eden Godsoe | | Director | | August 3, 2023 |
| Eden Godsoe | | | | |
| | | | |
| /s/ Kenneth B. Rotman | | Director | | August 3, 2023 |
| Kenneth B. Rotman | | | | |
| | | | |
| /s/ Dee Robinson | | Director | | August 3, 2023 |
| Dee Robinson | | | | |
| | | | |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Accel Entertainment, Inc.
(Exact name of Registrant as Specified in its Charter)
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| Table 1 - Newly Registered Securities |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Class A-1 common stock, $0.0001 par value per share | Rule 457(c) and Rule 457(h) | 2,000,000(2) | $11.34(3) | $22,680,000(3) | 0.00011020 | $2,499.34 |
| Total Offering Amounts | | $22,680,000 | | $2,499.34 |
| Total Fee Offsets | | | | $— |
| Net Fee Due | | | | $2,499.34 |
1.Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Class A-1 common stock (the “Class A-1 common stock”) of Accel Entertainment, Inc. (the “Registrant”) 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 effected without the Registrant’s receipt of consideration that increases the number of the Registrant’s outstanding shares of Class A-1 common stock.
2.Represents additional shares of the Registrant’s Class A-1 common stock to be registered and available for grant under its Amended and Restated Long Term Incentive Plan (the “A&R LTIP”). The Registrant’s stockholders approved an increase to the aggregate number of shares of Class A-1 common stock available for issuance under the A&R LTIP on May 4, 2023.
3.Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $11.34 was computed by averaging the high and low prices of a share of the Registrant’s Class A-1 common stock as reported on the New York Stock Exchange on July 31, 2023.
Exhibit 5.1
August 3, 2023
Accel Entertainment, Inc.
140 Tower Drive
Burr Ridge, Illinois 60527
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to Accel Entertainment, Inc., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about August 3, 2023 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 2,000,000 shares (the “Shares”) of the Company’s Class A-1 common stock, $0.0001 par value per share, subject to issuance by the Company upon exercise or settlement of awards to be granted under the Company’s Amended and Restated Long Term Incentive Plan (the “A&R LTIP”) .
As to matters of fact relevant to the opinions rendered herein, we have examined such documents, certificates and other instruments which we have deemed necessary or advisable, including a certificate addressed to us and dated the date hereof executed by the Company (the “Opinion Certificate”). We have not undertaken any independent investigation to verify the accuracy of any such information, representations or warranties or to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. We have not considered parol evidence in connection with any of the agreements or instruments reviewed by us in connection with this letter.
In our examination of documents for purposes of this letter, we have assumed, and express no opinion as to, the genuineness and authenticity of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, that each document is what it purports to be, the conformity to originals of all documents submitted to us as copies or facsimile copies, the absence of any termination, modification or waiver of or amendment to any document reviewed by us (other than as has been disclosed to us), the legal competence or capacity of all persons or entities (other than the Company) executing the same and (other than the Company) the due authorization, execution and delivery of all documents by each party thereto. We have also assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except for required EDGAR formatting changes, to physical copies submitted for our examination.
The opinions in this letter are limited to the existing General Corporation Law of the State of Delaware now in effect. We express no opinion with respect to any other laws.
Based upon, and subject to, the foregoing, it is our opinion that the Shares, when issued and sold by the Company in accordance with the terms (including, without limitation, payment and authorization provisions) of the A&R LTIP and the applicable form of award agreement thereunder, against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share), and duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
This opinion is intended solely for your use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
Very truly yours,
/s/ Fenwick & West LLP
Fenwick & West LLP