Securities Registration: Employee Benefit Plan (s-8)
03 Diciembre 2020 - 3:50PM
Edgar (US Regulatory)
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Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLYMOUTH
INDUSTRIAL REIT, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of incorporation or organization)
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27-5466153
(I.R.S. Employer Identification No.)
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20 Custom House Street, 11h Floor
Boston Massachusetts 02110
(Address of principal executive offices and Zip Code)
Plymouth Industrial REIT, Inc. and Plymouth
Industrial OP, LP
Second Amended and Restated 2014 Incentive Award Plan
(Full title of the plan)
Jeffrey E. Witherell
Chief Executive Officer
20 Custom House Street, 11th Floor
Boston Massachusetts 02110
(Name and address of agent for service)
(617) 340-3814
(Telephone number, including area code, of agent
for service)
Copy To:
Kenneth L. Betts
Winston & Strawn LLP
2121 N. Pearl Street, Suite 900
Dallas, Texas 75201
(214) 453-6500
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.
(Check one):
Large accelerated filer ☐
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Accelerated filer ☑
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Non-accelerated filer ☐
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(Do not check if a smaller reporting company)
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Smaller reporting company þ
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.
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
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Proposed maximum
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Amount of
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Amount to be
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offering price
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aggregate
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registration
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Title of securities to be registered
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Registered (1)
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per share
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offering price
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fee
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Common Stock, par value $0.01 per share, issuable pursuant to:
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Plymouth Industrial REIT, Inc. and Plymouth Industrial OP, LP Second Amended and Restated 2014 Incentive Award Plan
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500,000
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(2)
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$13.17(3)
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$6,585,000
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$718.42
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(1)
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This Registration Statement also registers an additional indeterminate amount of securities to be offered or issued upon adjustments
or changes made to registered securities by reason of certain corporate transactions or events, including stock splits, stock dividends
or similar transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities
Act”).
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(2)
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Consists of shares of common stock issuable in respect of awards to be granted under the Plymouth Industrial REIT, Inc. and
Plymouth Industrial OP, LP Second Amended and Restated 2014 Incentive Award Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities
At. The offering price per share and the aggregate offering price are based on the average of the high and low trading prices for
the Registrant’s common stock November 30, 2020, as reported on the New York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in this Part I will be sent or given to the persons participating in the Second Amended and Restated 2014 Equity Incentive Plan,
as specified by Rule 428(b)(1) under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents
need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These
documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The Commission allows the Registrant to “incorporate
by reference” the information the Registrant files with the Commission, which means that the Registrant can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of this
Registration Statement, and later information filed with (rather than furnished to) the Commission will update and supersede this
information. The Registration hereby incorporates by reference into this Registration Statement the following documents, which
the Company has previously filed with the Commission:
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(1)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on February 27, 2020;
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(2)
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All other reports filed by the Registration with the Commission pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), since the fiscal
year covered by the Registrant’s Annual Report referred to in (1) above; and
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(3)
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The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-38106) filed with the Commission on June 2, 2017, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
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In addition, all documents and reports subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such
documents or reports. 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.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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Maryland law permits a Maryland corporation to
include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property
or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of
action. The Company’s charter contains a provision which eliminates the Company’s directors’ and officers’
liability to the maximum extent permitted by Maryland law.
Maryland law requires a Maryland corporation
(unless its charter provides otherwise, which the Company’s charter does not) to indemnify a director or officer who has
been successful in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or
her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers,
among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection
with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities
unless it is established that: (a) the act or omission of the director or officer was material to the matter giving rise to
the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; (b) the director
or officer actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland
law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification
and then only for expenses. In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director
or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good
faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written
undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately
determined that the standard of conduct was not met.
The Company’s charter authorizes the Company,
to the maximum extent permitted by Maryland law, to obligate the Company, and the Company’s bylaws obligate the Company,
to indemnify any present or former director or officer or any individual who, while a director or officer of the Company and at
the Company’s request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation,
real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise
and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity from and against
any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service
in any of the foregoing capacities and to pay or reimburse his or her reasonable expenses in advance of final disposition of a
proceeding.
The Company has entered into indemnification
agreements with each of its executive officers and directors whereby the Company has agreed to indemnify such executive officers
and directors to the fullest extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions.
These indemnification agreements also provide that upon an application for indemnity by an executive officer or director to a court
of appropriate jurisdiction, such court may order the Company to indemnify such executive officer or director. In addition, the
Company’s directors and officers are indemnified for specified liabilities and expenses pursuant to the partnership agreement
of Plymouth Industrial OP, LP, the partnership whose sole general partner is the Company.
Insofar as the foregoing provisions permit indemnification
of directors, officer or persons controlling the Company for liability arising under the Securities Act, the Company has been informed
that in the opinion of the Commission this indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7.
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Exemption from Registration Claimed.
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Not applicable.
__________________
(a)
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The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) 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
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 of 1933 and will be governed by the final adjudication of such
issue.
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 the City of Boston, State of Massachusetts on the 3rd day of December, 2020.
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Plymouth Industrial REIT, Inc.
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By:
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/S/ Jeffrey E. Witherell
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Jeffrey E. Witherell
Chief Executive Officer and Chairman of the
Board of Directors
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints Jeffrey E. Witherell, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this registration statement (including post-effective amendments to the registration statement), and
to file the same, with all exhibits thereto, and any other documents in connection therewith, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Name
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Capacity
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Date
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/S/ Jeffrey E. Witherell
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Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
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December 3, 2020
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Jeffrey E. Witherell
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/S/ Pendleton P. White, Jr.
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President, Chief Operating Officer and Director
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Pendleton P. White, Jr.
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December 3, 2020
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/S/ Daniel C. Wright
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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December 3, 2020
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Daniel C. Wright
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/S/ Martin Barber
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Director
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December 3, 2020
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Martin Barber
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/S/ Philip S. Cottone
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Director
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December 3, 2020
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Philip S. Cottone
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/S/ Richard J. DeAgazio
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Director
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December 3, 2020
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Richard J. DeAgazio
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/S/ David G. Gaw
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Director
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December 3, 2020
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David G. Gaw
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;
Plymouth Industrial REIT (AMEX:PLYM-A)
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Plymouth Industrial REIT (AMEX:PLYM-A)
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