Securities Registration: Employee Benefit Plan (s-8)
09 Febrero 2021 - 1:57PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 9, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be
registered(1)
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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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2014 Patriot Transportation Holding, Inc. Equity Incentive Plan
(Common Stock, $0.10 par value)
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148,067(2)
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$8.91(3)
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$1,319,277(3)
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$143.93
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended
(“Securities Act”) this Registration Statement shall also cover any additional shares of common stock of Patriot
Transportation Holding, Inc. (“Registrant”) that become issuable under the Patriot Transportation Holding, Inc.
2014 Equity Incentive Plan (the “2014 Plan”) by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding
shares of common stock.
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(2)
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Pursuant to the 2014 Plan, the number of shares of common stock available
for issuance under the Plan may be adjusted as appropriate in the event of any extraordinary cash dividend, stock split, reverse
stock split, extraordinary corporate transaction or other relevant change in capitalization. In connection with certain antidilutive
adjustments permitted under the 2014 Plan with respect to the payment of an extraordinary cash dividend to shareholders of $3.00
per share, this Registration Statement registers an additional 148,067 shares of common stock available for issuance under the
2014 Plan.
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(3)
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The proposed maximum offering price is calculated pursuant to Rule
457(c) and (h) of the Securities Act solely for the purposes of calculating the registration fee and is based upon the average
of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Stock Market on February 4, 2021.
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EXPLANATORY NOTE
Pursuant to General Instruction
E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”)
to register 148,067 additional shares of the Registrant’s common stock, par value $0.10 per share, reserved for issuance
under the 2014 Plan in connection with antidilutive adjustments made in connection with an extraordinary cash dividend to the Registrant’s
shareholders of $3.00 per share, which was paid on December 30, 2020 to shareholders of record as of the close of business on December
17, 2020.
The shares of common stock
registered pursuant to this Registration Statement are of the same class of securities as the shares of common stock registered
for issuance under the 2014 Plan pursuant to the currently effective Registration Statements on Form S-8 (Registration
No. 333-201792, Registration
No. 333-231421, and Registration
No. 333-238294) filed with the Commission on January 30, 2015, May 13, 2019, and May 5, 2020, respectively (together, the “Previously
Filed Registration Statements”).
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 Previously Filed Registration Statements 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, 2020, filed with the Commission on December 11, 2020 (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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b.
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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 December 14, 2020 (File
No. 001-36605), February 1, 2021 (File
No. 001-36605), February 3, 2021 (File
No. 001-36605), and February 4, 2021 (File
No. 001-36605), and the Company’s Quarterly Report on Form 10-Q, filed with the Commission of February 9, 2021 (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. 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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Second Amendment to the Patriot Transportation Holding, Inc. Equity Incentive Plan (incorporated by reference to 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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4.6*
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Third 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
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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 is contained in Exhibit 5.1.
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24.1
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Power of Attorney (included in the signature page of this Registration Statement)
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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 9th day of February, 2021.
PATRIOT TRANSPORTATION HOLDING, INC.
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/s/ Robert E. Sandlin
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Robert E. Sandlin
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President & Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
Each person whose signature
appears below hereby appoints the Chief Executive Officer and Chief Financial Officer, and each of them, severally, as his or her
true and lawful attorney or attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including
all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be
done, 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 agent, 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 of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated effective
this 9th day of February, 2021.
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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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/s/ Matthew C. McNulty
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Vice President and Chief Financial Officer
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Matthew C. McNulty
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(Principal Financial Officer)
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/s/ John D. Klopfenstein
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Controller and Chief Accounting Officer
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John D. Klopfenstein
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(Principal Accounting Officer)
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/s/ John E. Anderson
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Director
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John E. Anderson
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Director
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Thompson S. Baker II
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/s/ Edward L. Baker
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Director
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Edward L. Baker
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/s/ Luke E. Fichthorn III
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Director
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Luke E. Fichthorn III
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/s/ Charles D. Hyman
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Director
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Charles D. Hyman
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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. 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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Second Amendment to the Patriot Transportation Holding, Inc. Equity Incentive Plan (incorporated by reference to 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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4.6*
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Third 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
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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 is contained in Exhibit 5.1.
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24.1
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Power of Attorney (included in the signature page of this Registration Statement)
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* Filed herewith
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