As filed with the Securities and Exchange Commission on June 16, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AdvanSix Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 81-2525089 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
300 Kimball Drive, Suite 101
Parsippany, New Jersey 07054
(Address, including zip code, of registrant’s principal executive offices)
2016 Stock Incentive Plan of AdvanSix Inc. and its Affiliates, as Amended and Restated
(Full title of the plan)
Erin N. Kane
President and Chief Executive Officer
AdvanSix Inc.
300 Kimball Drive, Suite 101
Parsippany, New Jersey 07054
(973) 526-1800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| | |
Achilles B. Kintiroglou
Senior Vice President, General Counsel,
and Corporate Secretary
AdvanSix Inc.
300 Kimball Drive, Suite 101
Parsippany, New Jersey 07054
(973) 526-1800 |
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 [X] | 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
Registration of Additional Securities
On June 15, 2022, the stockholders of AdvanSix Inc. (the “Company”) approved the 2016 Stock Incentive Plan of AdvanSix Inc. and its Affiliates, as Amended and Restated (the “2016 Plan”) to increase the number of shares of common stock, par value $0.01 per share ("Common Stock"), available under the 2016 Plan by 1,730,000 shares and to implement certain additional amendments summarized in Proposal No. 4 in the Company’s proxy statement filed with the Securities and Exchange Commission (the “Commission”) on April 28, 2022. This Registration Statement is being filed with the Commission pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, to register the 1,730,000 additional shares of Common Stock under the 2016 Plan. This Registration Statement hereby incorporates by reference the contents of the Company’s Registration Statement on Form S-8 filed with the Commission on September 30, 2016 (Registration No. 333-213914), which registered 3,350,000 shares of Common Stock under the 2016 Plan and the Company's Registration Statement on Form S-8 filed with the Commission on June 23, 2020 (Registration No. 333-239394), which registered 2,937,209 shares of Common Stock under the 2016 Plan (collectively, the “Original Registration Statements”), except to the extent supplemented, amended or superseded by the information set forth herein. Any items in the Original Registration Statements not expressly changed hereby shall be as set forth in the Original Registration Statements.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission by the Company, pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
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| (a) | the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 18, 2022; |
| (b) | the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Commission on May 6, 2022; |
| (c) | the Company’s Current Report on Form 8-K, filed with the Commission on June 16, 2022; and |
| (d) | the description of Common Stock, which is contained in Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on February 21, 2020. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Notwithstanding the foregoing, nothing in this Registration Statement shall be deemed to incorporate the information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless otherwise expressly stated therein, including any exhibits to the extent furnished in connection with such items.
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 incorporated or 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 5. Interests of Named Experts and Counsel.
The opinion as to the legality of the securities registered hereunder is being given by Achilles B. Kintiroglou, Senior Vice President, General Counsel and Corporate Secretary of the Company. As of June 8, 2022, Mr. Kintiroglou is the beneficial owner of 29,190 shares of Common Stock and options to purchase 25,234 shares of the Common Stock. Mr. Kintiroglou is also eligible to participate in the 2016 Plan.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Parsippany, State of New Jersey, on the 16th day of June, 2022.
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| ADVANSIX INC. | |
| By: | /s/ Erin N. Kane | |
| Name: | Erin N. Kane | |
| Title: | Chief Executive Officer | |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Erin N. Kane, Michael Preston, and Achilles B. Kintiroglou and each of them, 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, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name | | Title | | Date |
| | | | |
| /s/ Erin N. Kane | | President and Chief Executive Officer and Director | | June 16, 2022 |
| Erin N. Kane | | (Principal Executive Officer) | | |
| /s/ Michael Preston | | Senior Vice President and Chief Financial Officer | | June 16, 2022 |
| Michael Preston | | (Principal Financial Officer) | | |
| /s/ Christopher Gramm | | Vice President and Controller | | June 16, 2022 |
| Christopher Gramm | | (Principal Accounting Officer) | | |
| /s/ Michael L. Marberry | | Director | | June 16, 2022 |
| Michael L. Marberry | | | | |
| /s/ Farha Aslam | | Director | | June 16, 2022 |
| Farha Aslam | | | | |
| /s/ Darrell K. Hughes | | Director | | June 16, 2022 |
| Darrell K. Hughes | | | | |
| /s/ Todd D. Karran | | Director | | June 16, 2022 |
| Todd D. Karran | | | | |
| /s/ Gena C. Lovett | | Director | | June 16, 2022 |
| Gena C. Lovett | | | | |
| /s/ Daniel F. Sansone | | Director | | June 16, 2022 |
| Daniel F. Sansone | | | | |
| /s/ Sharon S. Spurlin | | Director | | June 16, 2022 |
| Sharon S. Spurlin | | | | |
| /s/ Patrick S. Williams | | Director | | June 16, 2022 |
| Patrick S. Williams | | | | |
