As filed with the Securities and Exchange Commission on March 8, 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
SHIFT4 PAYMENTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 84-3676340 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| 2202 N. Irving St., Allentown, PA | 18109 | |
| (Address of Principal Executive Offices) | (ZIP Code) | |
Shift4 Payments, Inc. 2020 Incentive Award Plan
(Full title of the plan)
Jordan Frankel
Secretary and General Counsel
Shift4 Payments, Inc.
2202 N. Irving Street
Allentown, PA 18109
(Name and address of agent for service)
(888) 276-2108
(Telephone number, including area code, of agent for service)
Copy to:
Marc D. Jaffe
Ian D. Schuman
Adam J. Gelardi
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022-4834
(212) 906-1200
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 |
Amount to be registered (1) |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Class A common Stock |
1,409,924 (2) | $72.77 (3) | $102,600,169.48 | $11,193.68 | ||||
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| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common Stock, par value $0.0001 per share (“Class A Common Stock”), of Shift4 Payments, Inc. (the “Registrant”) that become issuable under the Registrant’s 2020 Incentive Award Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock. |
| (2) | Represents additional shares of Class A Common Stock authorized for issuance under the 2020 Plan that became available for issuance on January 1, 2021, pursuant to the provisions of the 2020 Plan that provide for an automatic annual increase in the number of shares authorized for issuance under the 2020 Plan. |
| (3) | Pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, and solely for the purposes of calculating the amount of the registration fee, and based upon the average of the high and low prices of the Registrant’s Class A Common Stock as reported on The New York Stock Exchange on March 3, 2021. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,409,924 shares of the Registrant’s Class A Common Stock to be issued pursuant to the 2020 Plan, as a result of the operation of an automatic annual increase provision therein, and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statement on Form S-8 (File No. 333-239042), filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2020, relating to the 2020 Plan, are incorporated herein by reference, except as set forth below.
Item 8. Exhibits.
| * | Filed herewith. |
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 Allentown, State of Pennsylvania, on March 8, 2021.
| SHIFT4 PAYMENTS, INC. | ||
| By | /s/ Jared Isaacman | |
| Jared Isaacman | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints each of Registrant’s Chief Executive Officer and Chief Financial Officer (currently Jared Isaacman and Bradley Herring, respectively) as such person’s true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, each acting alone, or such person’s substitute or substitutes, lawfully may 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.
| Signature | Title | Date | ||
| /s/ Jared Isaacman Jared Isaacman |
President, Chief Executive Officer and Director (Principal Executive Officer) | March 8, 2021 | ||
| /s/ Bradley Herring Bradley Herring |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 8, 2021 | ||
| /s/ Donald Isaacman Donald Isaacman |
Director | March 8, 2021 | ||
| /s/ Christopher Cruz Christopher Cruz |
Director | March 8, 2021 | ||
| /s/ Andrew Frey Andrew Frey |
Director | March 8, 2021 | ||
| /s/ Nancy Disman Nancy Disman |
Director | March 8, 2021 | ||
| /s/ Sarah Goldsmith-Grover Sarah Goldsmith-Grover |
Director | March 8, 2021 | ||
| /s/ Jonathan Halkyard Jonathan Halkyard |
Director | March 8, 2021 | ||