Registration No. 333-
As filed with the Securities and Exchange Commission on July 10, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PARTY CITY HOLDCO INC.
(Exact name of registrant as specified in its charter)
| Delaware | 46-0539758 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
| 80 Grasslands Road, Elmsford, NY | 10523 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Amended and Restated 2012 Omnibus Equity Incentive Plan
(Full title of the plan)
Bradley Weston
Chief Executive Officer
80 Grasslands Road
Elmsford, NY 10523
(Name and address of agent for service)
(914) 345-2020
(Telephone number, including area code, of agent for service)
With copies to:
Michael Littenberg
Thomas Danielski
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
617-951-7000
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 Exchange Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price | Proposed Maximum Aggregate | Amount of Registration Fee | ||||
Common Stock, $0.01 par value per share | 1,600,000 shares | $1.30 | $2,080,000 | $269.99 | ||||
Total | 1,600,000 shares | $2,080,000 | $269.99 | |||||
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| (1) | This Registration Statement covers an aggregate of 1,600,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), reserved for issuance under the Registrant’s Amended and Restated 2012 Omnibus Equity Incentive Plan. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions. |
| (2) | Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average high and low prices of the Common Stock as reported by the New York Stock Exchange on July 7, 2020 to be $1.33 and $1.26, respectively. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register an additional 1,600,000 shares under the Registrant’s Amended and Restated 2012 Omnibus Equity Incentive Plan. Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-203725) filed with the Securities and Exchange Commission on April 29, 2015.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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 Elmsford, New York, on July 10, 2020.
| PARTY CITY HOLDCO INC. | ||
| By: | /s/ Todd Vogensen | |
| Name: Todd Vogensen | ||
| Title: Chief Financial Officer | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Bradley Weston and Todd Vogensen, and each of them singly, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, 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 (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his 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 and on the dates indicated.
SIGNATURES | TITLE | DATE | ||
/s/ Bradley Weston Bradley Weston | Chief Executive Officer (Principal executive officer) and Director | July 10, 2020 | ||
/s/ Todd Vogensen Todd Vogensen | Chief Financial Officer (Principal financial and accounting officer) | July 10, 2020 | ||
/s/ Norman Matthews Norman Matthews | Director | July 10, 2020 | ||
/s/ Steven Collins Steven Collins | Director | July 10, 2020 | ||
/s/ James Conroy James Conroy | Director | July 10, 2020 | ||
/s/ William Creekmuir William Creekmuir | Director | July 10, 2020 | ||
/s/ John Frascotti John Frascotti | Director | July 10, 2020 | ||
/s/ James Harrison James Harrison | Director | July 10, 2020 | ||
/s/ Lisa Klinger Lisa Klinger | Director | July 10, 2020 | ||
/s/ Michelle Millstone-Shroff Michelle Millstone-Shroff | Director | July 10, 2020 | ||
/s/ Morry Weiss Morry Weiss | Director | July 10, 2020 | ||
