As filed with the Securities and Exchange Commission on January 23, 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
SHIFT4 PAYMENTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 84-3676340 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 2202 N. Irving St., Allentown, PA | 18109 | |
| (Address of Principal Executive Offices) | (ZIP Code) | |
Amended and Restated Shift4 Payments, Inc. 2020 Incentive Award Plan
(Full title of the plan)
Jordan Frankel
General Counsel, Executive Vice President, Legal, Human Resources and Compliance and Secretary
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
1271 Avenue of the Americas
New York, NY 10020
(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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,752,020 shares of the Registrant’s Class A Common Stock, par value $0.0001 per share ( the “Shares”) to be issued pursuant to the Registrant’s Amended and Restated 2020 Incentive Award Plan (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 Statements on Forms S-8 (File Nos. 333-239042, 333-253998 and 333-263175 ), including any amendments thereto, filed with the Securities and Exchange Commission (the “SEC”) and relating to the 2020 Plan, are incorporated herein by reference.
Item 8. Exhibits.
| * | 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 the City of Allentown, State of Pennsylvania, on January 23, 2023.
| SHIFT4 PAYMENTS, INC. | ||
| By | /s/ Jared Isaacman | |
| Jared Isaacman | ||
| Chief Executive Officer | ||
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 Nancy Disman, 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 |
Chief Executive Officer and Director (Principal Executive Officer) |
January 23, 2023 | ||
| /s/ Nancy Disman Nancy Disman |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
January 23, 2023 | ||
| /s/ Sam Bakhshandehpour Sam Bakhshandehpour |
Director | January 23, 2023 | ||
| /s/ Christopher Cruz Christopher Cruz |
Director | January 23, 2023 | ||
| /s/ Karen Roter Davis |
Director | January 23, 2023 | ||
| Karen Roter Davis | ||||
| /s/ Sarah Goldsmith-Grover |
Director | January 23, 2023 | ||
| Sarah Goldsmith-Grover | ||||
| /s/ Jonathan Halkyard |
Director | January 23, 2023 | ||
| Jonathan Halkyard | ||||
| /s/ Donald Isaacman Donald Isaacman |
Director | January 23, 2023 | ||