As filed with the Securities and Exchange Commission on December15, 2015
Registration No.: 333- ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ARMCO METALS HOLDINGS, INC. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
26-0491904 |
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(State or other jurisdiction of incorporation or organization) |
(I. R. S. Employer Identification No.) |
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1730 S Ampheltt Blvd #230, San Mateo CA |
94402 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Amended and Restated 2009 Stock Incentive Plan |
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(Full title of the plan) |
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Mr. Kexuan Yao Chief Executive Officer Armco Metals Holdings, Inc. 1730 S Ampheltt Blvd #230San Mateo, CA 94402 |
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(Name and address of agent for service) |
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(650) 212-7630 |
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(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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☒ |
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share(2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee (2) |
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Common stock, par value $0.001 per share |
600,000 |
$0.32 |
$192,000 |
$19.33 |
(1) To the extent permitted by Rule 416, this registration statement also covers an indeterminate number of additional shares of common stock of Armco Metals Holdings, Inc. as may be issuable as a result of the anti-dilution provisions pursuant to future stock splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the registrant’s common stock as reported on the NYSE MKT on December [4], 2015.
EXPLANATORY NOTE
This registration statement on Form S-8 of Armco Metals Holdings, Inc. (the "Company") relating to 600,000 shares of common stock, par value $0.001 per share, issuable under the Company's Amended and Restated 2009 Stock Incentive Plan (the “Plan”) has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register an additional 600,000 shares of common stock reserved for issuance under the Plan. Unless the context requires otherwise, references herein to the Plan are intended to relate to the Plan as so defined, and to the equity compensation and incentive arrangements which the Plan amends and restates.
The additional shares to be registered on this registration statement are of the same class as securities covered by the registration statement on Form S-8, SEC File No. 333-201260, as filed with the Securities and Exchange Commission on December 24, 2014 (the "Prior Registration Statement"). This registration statement is filed pursuant to Instruction E of the General Instructions to Form S-8 regarding registration of additional securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of shares of common stock under the Plan and except as otherwise set forth in this registration statement, are incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents by Reference.
The following documents, which have previously been filed by us, as specified, with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (filed on March 30, 2015) (File No. 001-34631);
2. Reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31, 2014; and
3. The description of our common stock that is contained in our registration statement on Form 8-A, filed with the Securities and Exchange Commission on February 29, 2010 (File No. 001-34631) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which 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 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 or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits.
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Exhibit No. |
Description |
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4.1 |
Fourth Amendment to Armco Metals Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan * |
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5.1 |
Opinion of Pearlman Schneider LLP * |
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23.1 |
Consent of MaloneBailey, LLP.* |
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23.2 |
Consent of Pearlman Schneider LLP (included in Exhibit 5.1 hereof)* |
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* |
Filed herewith. |
SIGNATURES
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 duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on December15, 2015.
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Armco Metals Holdings, Inc. | |
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By: /s/ Kexuan Yao | |
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Kexuan Yao, Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Kexuan Yao Kexuan Yao |
Chief Executive Officer, director, principal executive officer |
December 15, 2015 |
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/s/ Fengtao Wen Fengtao Wen |
Chief Financial Officer, principal financial and accounting officer |
December 15, 2015 |
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/s/ William Thomson William Thomson |
Director |
December15, 2015 |
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/s/ Kam Ping Chan Kam Ping Chan |
Director |
December15, 2015 |
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/s/ Weiping Shen Weiping Shen |
Director |
December15, 2015 |
EXHIBIT INDEX
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Exhibit No. |
Description |
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4.1 |
Fourth Amendment to Armco Metals Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan * |
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5.1 |
Opinion of Pearlman Schneider LLP * |
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23.1 |
Consent of MaloneBailey, LLP.* |
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23.2 |
Consent of Pearlman Schneider LLP (included in Exhibit 5.1 hereof)* |
EXHIBIT 4.1
FOURTH AMENDMENT TO ARMCO METALS HOLDINGS, INC.’S
AMENDED AND RESTATED
2009 STOCK INCENTIVE PLAN
Armco Metals Holdings, Inc. (the “Company”) previously approved and adopted the Amended and Restated 2009 Stock Incentive Plan (the “Plan”) to promote the success and enhance the value of the Company by linking the personal interests of the Plan’s participants to those of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance in order to help grow the Company and to generate superior returns to its shareholders. By this Amendment, the Company desires to amend the Plan to increase the number of shares available under the Plan.
1. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.
2. The effective date of this Amendment to the Plan shall be November 6, 2015, upon the stockholders’ approval.
3. Section 4.1 of the Plan is amended and restated in its entirety as follows:
4.1 Number of Shares Available for Awards
“Subject to adjustment as provided in Section 17 hereof, the number of shares of Stock available for issuance under the Plan shall be no greater than 1,800,000 shares of Stock, all of which may be granted as Incentive Stock Options. Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company.”
4. This Amendment shall amend only the provisions of the Plan as set forth herein. Those provisions of the Plan not expressly amended hereby shall be considered in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized representative on this 6th day of November, 2015.
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Armco Metals Holdings, Inc. | |
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By: /s/ Kexuan Yao | |
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Kexuan Yao, Chief Executive Officer |
EXHIBITS 5.1 AND 23.2
OPINION OF PEARLMAN SCHNEIDER LLP
PEARLMAN SCHNEIDER LLP
Attorneys-at-Law
2200 Corporate Boulevard, N.W., Suite 210
Boca Raton, Florida 33431-7307
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Telephone | |
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James M. Schneider, Esq. |
(561) 362-9595 |
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Charles B. Pearlman, Esq. |
Facsimile |
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Brian A. Pearlman, Esq. |
(561) 362-9612 |
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December 15, 2015 |
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Armco Metals Holdings, Inc.
1730 S. Ampheltt Boulevard
Suite 230
San Mateo, CA 94402
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Re: |
Armco Metals Holdings, Inc., a Nevada corporation (the "Company") |
Registration Statement on Form S-8 (the "Registration Statement")
Gentlemen:
This opinion is furnished to you in connection with the Registration Statement to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 600,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to be issued pursuant to restricted stock grants and/or upon exercise of options granted and to be granted under the Company’s Amended and Restated 2009 Stock Incentive Plan, as amended (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed that (i) each grant under the Plan setting forth the terms of the right to acquire the Shares has been duly authorized and validly executed and delivered by the parties thereto, and (ii) at the time of each issuance of Shares, there will be sufficient shares of the Company's common stock authorized for issuance under the Company’s Articles of certificate of Incorporation that have not otherwise been issued or reserved or committed for issuance. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations stated herein, we are of the opinion that the Share, when issued in accordance with the terms of the grant and the Plan and, upon receipt by the Company of the agreed upon consideration therefor, will be validly issued, fully paid and non-assessable. We express no opinion herein as to the laws of any state or jurisdiction other than the Nevada Revised Statutes (including the statutory provisions and all applicable judicial decisions interpreting those laws).
This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matters set forth herein, whether based upon a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.
We hereby consent to the use of this opinion in the Registration Statement to be filed with the SEC. In giving this opinion and such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC thereunder.
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Very truly yours, |
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/s/ Pearlman Schneider LLP |
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Pearlman Schneider LLP |
2
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference of our report dated March 30, 2015, with respect to the consolidated financial statements of Armco Metals Holdings, Inc. and Subsidiaries for the year ended December 31, 2014, in the Registration Statement of Armco Metals Holdings, Inc. on Form S-8 pertaining to the Armco Metals Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
December 15, 2015