S-8 1 ahco-20240516xs8.htm S-8 Document
As filed with the Securities and Exchange Commission on May 16, 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
_________________________________________________
AdaptHealth Corp.
(Exact name of registrant as specified in its charter)
Delaware82-3677704
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
220 West Germantown Pike Suite 250,
Plymouth Meeting, Pennsylvania		19462
(Address of principal executive offices)(Zip code)
___________________________

Restricted Stock Unit Grant Notice and Agreement for Suzanne Foster Inducement Award
(Full title of the plan)
___________________________
Jonathan Bush
General Counsel
AdaptHealth Corp.
220 West Germantown Pike, Suite 250
Plymouth Meeting, Pennsylvania 19462
(Name and address of agent for service)
(610) 630-6357
(Telephone number, including area code, of agent for service)
Copies to:
Michael Brandt
Danielle Scalzo
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

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 o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
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. o



_____________________________________________________________________________
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by AdaptHealth Corp. (the “Company” or “Registrant”) to register 782,991 shares of the Registrant’s Common Stock, par value $0.0001 per share (“Common Stock”), that are reserved for issuance upon the vesting and settlement of restricted stock units granted to Suzanne Foster (“Ms. Foster”) who will be appointed as the Registrant’s Chief Executive Officer on May 20, 2024. On May 20, 2024, the Registrant will grant to Ms. Foster restricted stock units, covering 782,991 shares of the Registrant’s Common Stock (the “Inducement Award”), issuable upon (i) the vesting of restricted stock units covering 323,511 shares of the Registrant’s Common Stock subject to time-vesting conditions and (ii) the vesting of restricted stock units covering 459,480 shares of the Registrant’s Common Stock (assuming achievement of the maximum performance conditions) subject to performance-vesting conditions (the “Performance Inducement RSUs”).
The Inducement Award was approved by the compensation committee of the Registrant’s board of directors as an inducement material to Ms. Foster’s acceptance of employment with the Registrant in compliance with and in reliance on Nasdaq Listing Rule 5635(c)(4). The Inducement Award will be granted outside of the Registrant’s Amended and Restated 2019 Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this Registration Statement have been or will be sent or given to participating employees as specified in Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). Such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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 into this Registration Statement:
(c) the Company’s Current Reports on Form 8-K, filed on March 4, 2024 and April 17, 2024;
In addition, all documents filed by the Company with the Commission 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 of the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents with the Commission; provided, however, that documents or portions thereof which are “furnished” and not “filed” in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement unless the Registrant expressly provides to the contrary that such document is incorporated by reference into this Registration Statement.
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 or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement except as so modified or superseded.


Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Index to Exhibits and are incorporated herein by reference.
* Filed herewith.





SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Plymouth Meeting, State of Pennsylvania, on the 16th day of May, 2024.

AdaptHealth Corp.
By:
/s/ Jason Clemens
Name:
Jason Clemens
Title:
Chief Financial Officer

SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of AdaptHealth Corp., hereby severally constitute and appoint Jason Clemens and Jonathan Bush, or any of them individually, our true and lawful attorneys-in-fact with full power of substitution, to sign for us and in our names in the capacities indicated below this Registration Statement and any and all pre-effective and post-effective amendments to this Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable this Registrant to comply with the provisions of the Securities Act, and all requirements of the Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys-in-fact to said Registration Statement and any and all amendments thereto.
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:
SignatureTitleDate
By:
/s/ Richard Barasch		Interim Chief Executive Officer
and Chairman of the Board
May 16, 2024
Richard Barasch
(Principal Executive Officer)
By:/s/ Jason ClemensChief Financial OfficerMay 16, 2024
Jason Clemens
(Principal Financial Officer)
By:/s/ Christine ArchboldChief Accounting OfficerMay 16, 2024
Christine Archbold
(Principal Accounting Officer)
By:/s/ Joshua ParnesPresident and DirectorMay 16, 2024
Joshua Parnes
By:/s/ Gregory A. BelinfantiDirectorMay 16, 2024
Gregory A. Belinfanti
By:/s/ Terence ConnorsDirectorMay 16, 2024
Terence Connors
By:/s/ Bradley CoppensDirectorMay 16, 2024
Bradley Coppens
By:/s/ Theodore S. LundbergDirectorMay 16, 2024
Theodore S. Lundberg
By:/s/ Dr. Susan WeaverDirectorMay 16, 2024
Dr. Susan Weaver
By:/s/ David S. Williams IIIDirectorMay 16, 2024
David S. Williams III
By:/s/ Dale WolfDirectorMay 16, 2024
Dale Wolf