As filed with the Securities and Exchange Commission on August 4, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESIDEO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 82-5318796 | |
(State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
901 E 6th Street
Austin, Texas 78702
(Address of Principal Executive Offices, including Zip Code)
Resideo Employee Stock Purchase Plan
(Full Title of the Plan)
Jeannine J. Lane
Executive Vice President, General Counsel,
Corporate Secretary and Chief Compliance Officer
901 E 6th Street
Austin, Texas 78702
(512) 726-3500
(Name, Address 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 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. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered | Amount to be | Proposed Maximum Offering Price Per Share(2) | Proposed Offering Price | Amount of Registration Fee | ||||
Common stock, par value $0.001 per share | 3,000,000 shares | $13.28 | $39,840,000 | $5,171.24 | ||||
| ||||||||
| ||||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions. |
| (2) | Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share was determined based on the average of the high and low prices of Resideo Technologies, Inc.’s common stock on July 30, 2020, as reported by the New York Stock Exchange. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Resideo Employee Stock Purchase Plan (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Company Information and Employee Plan Annual Information.
Resideo Technologies, Inc. (the “Company”) will provide a written statement to participants of the Plan advising them of the availability without charge, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated), and stating that these documents are also incorporated by reference in the 10(a) prospectus, and any other documents required to be delivered to participants pursuant to Rule 428(b). Requests should be directed to:
Investor Relations
Resideo Technologies, Inc.
901 E 6th Street, Austin, Texas 78702
(512) 726-3500
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement:
| 1. | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”), which incorporates by reference certain portions of the Company’s definitive proxy statement for the 2020 Annual Meeting of Shareholders filed on April 24, 2020, incorporated by reference in the Annual Report; |
| 2. | The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020; |
| 3. | The Company’s Current Reports on Form 8-K filed with the Commission on March 19, 2020, April 23, 2020, May 19, 2020, May 29, 2020, June 10, 2020 and July 31, 2020 (except to the extent any information is furnished under Item 2.02 or Item 7.01 of any Form 8-K, or that is otherwise furnished under applicable Commission rules rather than filed, or any exhibits to the extent furnished in connection with such items); and |
| 4. | The description of the Company’s Common Stock contained in Exhibit 4.1 to the Annual Report, including any amendment or report filed for the purpose of updating such description. |
All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or 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 or incorporated by reference herein or in any subsequently filed document which is 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 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director or officer of the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Company’s Amended and Restated By-laws provide for indemnification by the Company of its directors and officers to the fullest extent permitted by the DGCL or other applicable law.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s Amended and Restated Certificate of Incorporation provides that the Company may, through By-law provisions, agreements with agents or other persons, votes of stockholders or disinterested directors or otherwise provide indemnification rights to the fullest extent permitted by the DGCL or any other law of the State of Delaware.
The Company maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
Reference is made to Item 9 for our undertakings with respect to indemnification for liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit No. | Description | Form of Filing | ||
| 4.1 | Amended and Restated Certificate of Incorporation of Resideo Technologies, Inc. | (1) | ||
| 4.2 | Amended and Restated By-laws of Resideo Technologies, Inc. | (2) | ||
| 5.1 | Opinion of Faegre Drinker Biddle & Reath LLP | Filed herewith | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm | Filed herewith | ||
| 23.2 | Included in Exhibit 5.1 | |||
| 24.1 | Filed herewith | |||
| 99.1 | (3) | |||
| (1) | Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on October 29, 2018, File No. 001-38635. |
| (2) | Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K, filed on October 29, 2018, File No. 001-38635. |
| (3) | Incorporated by reference to Appendix A to the Company’s Proxy Statement for the 2020 Annual Meeting of Shareholders, filed on April 24, 2020, File No. 001-38635. |
Item 9. Undertakings
| (a) | The Company hereby undertakes: |
(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by us pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the Company under the Securities Act to any purchaser in the initial distribution of the securities, the Company undertakes that in a primary offering of securities of the Company pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Company will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i) | any preliminary prospectus or prospectus of the Company relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | any free writing prospectus relating to the offering prepared by or on behalf of the Company or used or referred to by the Company; |
| (iii) | the portion of any other free writing prospectus relating to the offering containing material information about the Company or its securities provided by or on behalf of the Company; and |
| (iv) | any other communication that is an offer in the offering made by the Company to the purchaser. |
| (b) | The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act, Resideo Technologies, Inc. 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 Austin, State of Texas, on August 4, 2020.
RESIDEO TECHNOLOGIES, INC. | ||||
By: | /s/ Jeannine J. Lane | |||
Name: | Jeannine J. Lane | |||
Title: | Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | |||
| Name | Title | Date | ||
/s/ Jay Geldmacher | President, Chief Executive Officer and | August 4, 2020 | ||
| Jay Geldmacher | Director (Principal Executive Officer) | |||
/s/ Anthony L. Trunzo | Executive Vice President and Chief Financial | August 4, 2020 | ||
| Anthony L. Trunzo | Officer (Principal Financial Officer) | |||
/s/ AnnMarie Geddes | Vice President, Controller and Chief Accounting Officer | August 4, 2020 | ||
| AnnMarie Geddes | (Principal Accounting Officer) | |||
* | Chairman of the Board | August 4, 2020 | ||
| Roger B. Fradin | ||||
* | Director | August 4, 2020 | ||
| Paul F. Deninger | ||||
* | Director | August 4, 2020 | ||
| Cynthia Hostetler | ||||
* | Director | August 4, 2020 | ||
| Brian G. Kushner | ||||
* | Director | August 4, 2020 | ||
| Jack R. Lazar | ||||
* | Director | August 4, 2020 | ||
| Nina L. Richardson | ||||
* | Director | August 4, 2020 | ||
| Andrew C. Teich | ||||
* | Director | August 4, 2020 | ||
| Sharon Wienbar | ||||
| *By: | /s/ Jeannine J. Lane | |
| Jeannine J. Lane, Attorney-in-Fact |
