As filed with the Securities and Exchange Commission on August 9, 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
Ceridian HCM Holding Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 46-3231686 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3311 East Old Shakopee Road Minneapolis, Minnesota | 55425 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Ceridian HCM Holding Inc. 2018 Equity Incentive Plan
(amended and restated as of April 1, 2022)
(Full Title of Plan)
William E. McDonald, Esq.
Executive Vice President, General Counsel and Corporate Secretary
Ceridian HCM Holding Inc.
3311 East Old Shakopee Road
Minneapolis, Minnesota 55425
(Name and address of agent for service)
(952) 853-8100
(Telephone number, including area code, of agent for service)
With a copy to:
Garrett F. Bishop, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202-5306
(414) 319 7024 (Phone)
(414) 297 4900 (Fax)
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 not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B). ☐
EXPLANATORY NOTE
This registration statement is filed by Ceridian HCM Holding Inc. (the “Registrant,” “we” or “us”). Effective on March 31, 2022, pursuant to Section 4.3 of the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (amended and restated as of April 1, 2022) (the “2018 Plan”), the number of shares of common stock, $0.01 par value per share (“Common Stock”) issuable pursuant to the 2018 Plan was increased by 4,501,754 additional shares of Common Stock. This registration statement registers those 4,501,754 additional shares of Common Stock issuable pursuant to the 2018 Plan. Accordingly, the contents of our previous registration statements on Form S-8 filed with the Securities and Exchange Commission on May 6, 2021 (File No. 333-255827), September 4, 2020 (File No. 333-248624), May 21, 2019 (File No. 333-231632), November 28, 2018 (File No. 333-228578) and April 25, 2018 (File No. 333-224438) are incorporated by reference into this registration statement pursuant to General Instruction E of Form S-8, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following is a list of exhibits filed as part of this registration statement.
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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 Minneapolis, State of Minnesota on August 9, 2022.
| CERIDIAN HCM HOLDING INC. | ||
| By: | /s/ David D. Ossip | |
| Name: | David D. Ossip | |
| Title: | Chair and Co-Chief Executive Officer | |
| By: | /s/ Leagh E. Turner | |
| Name: | Leagh E. Turner | |
| Title: | Co-Chief Executive Officer and Director | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Noémie C. Heuland, Jeffrey S. Jacobs and William E. McDonald, or any of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 (including all post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), 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, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, 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 of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 9, 2022.
Signature | Title | |||
/s/ David D. Ossip David D. Ossip |
| Chair and Co-Chief Executive Officer (Co-Principal Executive Officer) | ||
/s/ Leagh E. Turner | Co-Chief Executive Officer and Director | |||
| Leagh E. Turner | (Co-Principal Executive Officer) | |||
/s/ Noémie C. Heuland Noémie C. Heuland | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||
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Signature | Title | |||
/s/ Jeffrey S. Jacobs | Head of Accounting and Financial Reporting (Principal Accounting Officer) | |||
| Jeffrey S. Jacobs | ||||
/s/ Brent B. Bickett Brent B. Bickett |
| Director | ||
/s/ Ronald F. Clarke Ronald F. Clarke | Director | |||
/s/ Deborah A. Farrington Deborah A. Farrington | Director | |||
/s/ Thomas M. Hagerty Thomas M. Hagerty | Director | |||
/s/ Linda P. Mantia Linda P. Mantia | Director | |||
/s/ Ganesh B. Rao Ganesh B. Rao | Director | |||
/s/ Andrea S. Rosen Andrea S. Rosen | Director | |||
/s/ Gerald C. Throop Gerald C. Throop | Director | |||
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