As filed with the Securities and Exchange Commission on November 14, 2019
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Avantor, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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82-2758923
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
(Address of principal executive offices, including zip code)
Avantor, Inc. 2019 Employee Stock Purchase Plan
(Full title of the plan)
Justin M. Miller, Esq.
Executive Vice President, General Counsel
Avantor, Inc.
Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road,
Radnor, Pennsylvania 19087
(Name and address of agent for service)
Telephone: (610) 386-1700
(Telephone number, including area code, of agent for service)
Copies of all notices, orders and communication to:
Joseph H. Kaufman, Esq.
Ryan Bekkerus, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
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
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Title of securities to be registered
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Amount to be registered(2)
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Proposed maximum offering price per share(3)
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Proposed maximum aggregate offering price(3)
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Amount of registration fee(3)
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Common stock (1)
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2,000,000
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$15.49
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$30,980,000
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$4,021.20
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(1)
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Covers common stock (the “Common Stock”) of Avantor, Inc. (the “Company” or the “Registrant”) issuable under the Avantor, Inc. 2019 Employee Stock Purchase Plan (the “Plan”).
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(2)
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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 which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(3)
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Pursuant to Rule 457(c) and 457(h)(1) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee and are based on a price of $15.49 per share of Common Stock, which is the average of the high and low prices per share of the Common Stock reported on the New York Stock Exchange on November 7, 2019.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is being filed for the purpose of registering 2,000,000 shares of Common Stock issuable under the Avantor, Inc. 2019 Employee Stock Purchase Plan (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the contents of the Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) relating to the Avantor, Inc. 2019 Equity Incentive Plan, the Avantor, Inc. (formerly known as Vail Holdco Corp) Equity Incentive Plan and the Avantor Funding, Inc. (formerly known as Avantor, Inc.) Equity Incentive Plan (as amended through September 28, 2016) (File No. 333-231561) are incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the “Commission”) by Avantor, Inc. (the “Company”) are hereby incorporated by reference in this Registration Statement:
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(a)
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the Company’s Quarterly Reports on Form 10-Q filed on August 6, 2019 and November 5, 2019;
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(b)
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the Company’s Current Reports on Form 8-K filed on May 21, 2019, May 29, 2019, June 18, 2019 and September 24, 2019;
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(c)
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the Company’s Prospectus dated May 16, 2019 pursuant to Rule 424(b) of the Securities Act (Registration No. 333-229578) relating to the offering of Common Stock (the “Prospectus”) filed on May 20, 2019; and
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(b)
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the Company’s Registration Statement on Form 8-A (File No. 001-38912) filed on May 13, 2019.
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All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement, 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 8. Exhibits.
The following exhibits are filed as part of this Registration Statement.
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Exhibit
Number
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Description
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* Filed herewith.
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 Radnor Township, Pennsylvania, on November 14, 2019.
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Avantor, Inc.
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By:
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/s/ Thomas A. Szlosek
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Name:
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Thomas A. Szlosek
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Title:
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Executive Vice President, Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Thomas Szlosek, Justin Miller, Steven Eck and Scott Baker and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with this Registration Statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the Registrant any and all amendments or supplements (including any and all stickers and post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorney-in-fact and agent, with full power and authority to do and perform each and every act and things requisite or necessary to be done 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 attorney-in-fact and agents, or any substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on November 14, 2019.
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Name
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Title
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/s/ Michael Stubblefield
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Name: Michael Stubblefield
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Director, President and Chief Executive Officer (Principal Executive Officer)
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/s/ Thomas A. Szlosek
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Name: Thomas A. Szlosek
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Executive Vice President, Chief Financial Officer (Principal Financial Officer)
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/s/ Steven Eck
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Name: Steven Eck
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Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
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/s/ Rajiv Gupta
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Name: Rajiv Gupta
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Director and Chairman of the Board
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/s/ Juan Andres
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Name: Juan Andres
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Director
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/s/ Thomas Connolly
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Name: Thomas Connolly
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Director
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/s/ Matthew Holt
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Name: Matthew Holt
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Director
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/s/ Andrew Moura
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Name: Andre Moura
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Director
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/s/ Jo Natauri
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Name: Jo Natauri
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Director
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/s/ Jonathan Peacock
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Name: Jonathan Peacock
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Director
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/s/ Rakesh Sachdev
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Name: Rakesh Sachdev
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Director
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/s/ Christi Shaw
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Name: Christi Shaw
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Director
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AMENDMENT NO. 1 TO THE
AVANTOR, INC. 2019
EMPLOYEE STOCK PURCHASE PLAN
1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Avantor, Inc. 2019 Employee Stock Purchase Plan (the “Plan”).
2. Amendment of the Plan. The Plan is hereby amended as follows effective as of November 1, 2019:
(a) Section 4.1 of the Plan is hereby deleted in its entirety and replaced with the following:
“4.1 Stock Reserved; Delivery of Stock. A maximum of 2,000,000 shares of Stock may be purchased under the Plan, of which up to 100,000 shares of Stock may be purchased under the Plan per Option Period (in each case, subject to adjustment in accordance with Section 4.2.1 hereof). Subject to the limitation in the preceding sentence, as determined by the Committee in its sole discretion, any shares of Stock purchased under the Plan may be either newly issued shares, existing treasury shares, or new purchases in the open market.”
* * * * *
IN WITNESS WHEREOF, Avantor, Inc. has caused this Amendment No. 1 to be duly executed this 12th day of November, 2019.
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Attest:
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AVANTOR, INC.
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/s/ Scott K. Baker
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By:
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/s/ Justin Miller
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Scott K. Baker
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Name:
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Justin Miller
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Senior Vice President & Assistant General Counsel — Corporate
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Title:
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Executive Vice President, General Counsel and Secretary
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Exhibit 5
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
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DIRECT DIAL NUMBER
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E-MAIL ADDRESS
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(212) 455-2948
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JKAUFMAN@STBLAW.COM
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November 14, 2019
Avantor, Inc.
Radnor Corporate Center
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087
Ladies and Gentlemen:
We have acted as counsel to Avantor, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of an aggregate of up to 2,000,000 shares of Common Stock, par value $0.01 per share (the “Company Shares”) that may be issued by the Company pursuant to the Avantor, Inc. 2019 Employee Stock Purchase Plan (the “Plan”).
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BEIJING
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HONG KONG
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HOUSTON
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LONDON
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LOS ANGELES
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PALO ALTO
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SÃO PAULO
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TOKYO
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WASHINGTON, D.C.
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We have examined the Registration Statement, a form of the Second Amended and Restated Certificate of Incorporation of the Company (the “Amended Charter”) and the Plan, each of which have been filed with the Commission as exhibits to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have also assumed that the Amended Charter is filed with the Secretary of State for the State of Delaware in the form filed with the Commission as an exhibit to the Registration Statement prior to the issuance of any of the Company Shares.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon issuance and delivery in accordance with the Plan, the Company Shares will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the law of the State of New York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP