As filed with the Securities and Exchange Commission on July 29, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIVOPOWER INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
| England and Wales | Not applicable |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
The Scalpel, 18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Telephone: +44 203 667 5158
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
VivoPower International PLC 2017 Omnibus Equity Incentive Plan
(Full title of the plan)
Corporation Service Company
251 Little Falls Drive Wilmington, DE 19808
United States
+1 302 636 5400
(Name, address, including zip code, and 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 definition 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
On July 6, 2023, the shareholders of VivoPower International PLC (the “Registrant”) approved an amendment to the VivoPower International PLC 2017 Omnibus Incentive Plan (“OIP”) allowing the number of ordinary shares, nominal value $0.12 per share (the “Ordinary Shares”), reserved under the OIP to automatically increase each July 1, beginning on July 1, 2023, and ending on July 2, 2032, by 5.0% of the outstanding number of Ordinary Shares of the Registrant on the immediately preceding June 30, or such lesser amount as determined by the Registrant’s Remuneration Committee (the “Evergreen Provision”).
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed to register an additional 221,987 Ordinary Shares of the Registrant to be issued pursuant to the Registrant’s OIP as a result of the Evergreen Provision. This Registration Statement registers additional securities of the same class as other securities for which the registration statements filed on Form S-8 on July 28, 2023, December 8, 2022, December 21, 2020 and October 12, 2018 (File Nos. 333-273520, 333-268720, 333-227810 and 333-251546) are effective (collectively, the “Previous Registration Statements”). The information contained in the Previous Registration Statements is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 with respect to the Ordinary Shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference herein from Form or Schedule | Filing Date | SEC File/ Reg. Number | |||||
| 3.1 | Articles of Association of the Registrant. | Form F-4 | 8/24/2016 | 333-213297 | ||||||
| (Exhibit 3.1) | ||||||||||
| 4.1 | Form of Certificate Evidencing Ordinary Shares. | Form F-3 | 1/12/2024 | 333-276509 | ||||||
| (Exhibit 4.1) | ||||||||||
| 5.1 | Opinion of Shoosmiths LLP. | X | ||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||
| 23.2 | Consent of Shoosmiths LLP (included in Exhibit 5.1). | X | ||||||||
| 24.1 | Power of Attorney (included on the signature page hereof). | X | ||||||||
| 99.1+ | Amended and Restated VivoPower International PLC 2017 Omnibus Incentive Plan (including appendix Sub-Plan for Non-Employees). | Form S-8 | 7/28/2023 | 333-273520 | ||||||
| (Exhibit 99.1) | ||||||||||
| 107 | Filing Fee Table. | X |
+ Denotes management contract or compensatory plan or arrangement
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 London, United Kingdom, on July 29, 2024.
| VIVOPOWER INTERNATIONAL PLC | ||
| By: | /s/ Kevin Chin | |
Kevin Chin Chief Executive Officer, Executive Chairman and Director | ||
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kevin Chin and Gary Challinor, and each or any one of them, his or her true and lawful attorney-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 (including post-effective amendments) to this Registration Statement, 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, 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 any of them, or their or his or her substitutes or substitute, 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 by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Kevin Chin | Chief Executive Officer, Executive Chairman and Director | July 29, 2024 | ||
| Kevin Chin | (Principal Executive Officer) | |||
| /s/ Gary Challinor | Chief Financial Officer | July 29, 2024 | ||
| Gary Challinor | (Principal Financial and Accounting Officer) | |||
| /s/ Michael Hui | Director | July 29, 2024 | ||
| Michael Hui | ||||
| /s/ Peter Jeavons | Director | July 29, 2024 | ||
| Peter Jeavons | ||||
| /s/ William Langdon | Director | July 29, 2024 | ||
| William Langdon |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of VivoPower International PLC has signed this registration statement on July 29, 2024.
| VIVOPOWER INTERNATIONAL PLC | ||
| By: | /s/ William Langdon | |
| Name: | William Langdon | |
| Title: | Director | |
