As filed with the Securities and Exchange
Commission on December 22, 2017
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM
S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
ENVIROSTAR, INC.
(Exact name
of registrant as specified in its charter)
| Delaware |
|
11-2014231 |
|
(State or
other jurisdiction of
incorporation
or organization) |
|
(I.R.S. Employer
Identification
No.)
|
| 290 N.E. 68 Street, Miami, Florida |
|
33138 |
| (Address of Principal Executive Offices) |
|
(Zip Code)
|
EnviroStar, Inc. 2017 Employee Stock
Purchase Plan
(Full title
of the plan)
| |
Henry M. Nahmad
Chairman, Chief Executive Officer and President
EnviroStar, Inc.
290 N.E. 68 Street
Miami, Florida 33138 |
|
| |
(Name and address of agent for service) |
|
| |
|
|
| |
(305) 754-4551 |
|
| |
(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.
| o Large accelerated filer |
o Accelerated filer |
| o Non-accelerated filer (Do not check if a smaller reporting company) |
xSmaller reporting company |
| |
o 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. o
CALCULATION OF REGISTRATION FEE
|
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) |
| |
| Common Stock, par value $0.025 per share |
|
100,000 |
|
$34.18 |
|
$3,418,000 |
|
$426 |
(1) Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall
also cover any additional shares of the registrant’s Common Stock which may become issuable under the EnviroStar, Inc. 2017
Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected
without receipt of consideration which results in an increase in the number of outstanding shares of the registrant’s Common
Stock.
(2) Estimated
solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of
the average of the high and low prices of the registrant’s Common Stock on the NYSE American on December 18, 2017.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement omits the information specified in Items 1 and 2 of Part I of Form
S-8. The documents containing the information specified in Items 1 and 2 of Part I of Form S-8 will be delivered to participants
in the EnviroStar, Inc. 2017 Employee Stock Purchase Plan as required by Rule 428(b) under the Securities Act. Such documents are
not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed by EnviroStar, Inc. (the
“Company”) with the Commission are incorporated herein by reference:
| (1) | The Company’s Annual Report on Form 10-K for the year ended June 30, 2017, filed with the Commission on September
28, 2017. |
| (2) | The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the Commission on November
14, 2017. |
| (3) | The Company’s Current Report on Form 8-K, filed with the Commission on September 11, 2017. |
| (4) | The Company’s Current Report on Form 8-K, filed with the Commission on September 11, 2017, and Amendment No. 1 thereto,
filed with the Commission on November 8, 2017. |
| (5) | The Company’s Current Report on Form 8-K, filed with the Commission on December 13, 2017. |
| (6) | The Company’s Current Report on Form 8-K, filed with the Commission on December 14, 2017. |
| (7) | The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the
Commission on October 30, 2017, that are deemed “filed” with the Commission under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). |
| (8) | The Company’s Definitive Additional Materials on Schedule 14A, filed with the Commission
on November 6, 2017. |
| (9) | The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, filed
with the Commission on October 28, 1999, and any amendments to such Registration Statement filed subsequently thereto and other
reports filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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
into this Registration Statement and to be a part hereof from the date of filing of such documents.
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 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 required.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
As permitted by Delaware law, the Company’s Bylaws provide
for the Company to indemnify each of its current and former directors and officers who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than a derivative action) by reason of the fact that he or she is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, employee or agent of another entity, in each case, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if he or she acted in good faith and in a manner that he or she reasonably believed
to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, if he or she
had no reasonable cause to believe that his or her conduct was unlawful. Further, as permitted by Delaware law, the Company’s
Bylaws provide for the Company to indemnify each of its current and former directors and officers who was or is a party or is threatened
to be made a party to any threatened, pending or completed derivative action or suit (i.e., an action or suit brought by or on
behalf of the Company) by reason of the fact that he or she is or was a director or officer of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of another entity, in each case, against expenses (including
attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action
or suit if he or she acted in good faith and in a manner that he or she reasonably believed to
be in or not opposed to the best
interests of the Company; provided that no indemnification shall be made if such person shall have been adjudged to be liable to
the Company; provided further, however, that indemnification may be made to the extent that the court in which the action or suit
was brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the court deems proper. The Company’s Bylaws also
permit the Company to pay to its directors and officers expenses incurred in defending any action, suit or proceeding in advance
of its final disposition upon receipt by the Company of an undertaking, by or on behalf of the director or officer, to repay the
amounts so advanced if it is ultimately determined that such director or officer was not entitled to indemnification. The rights
to indemnification and advancement of expenses provided by the Company’s Bylaws are not exclusive of any other rights to
which the person seeking indemnification or expense advancement may be entitled.
As permitted by the Company’s Bylaws, the Company has also
obtained insurance policies insuring the Company’s directors and officers against certain liabilities which they may incur
in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(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;
and
(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) of this section 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 the registrant 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 of 1933, 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 which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’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 theRegistration 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 thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned registrant pursuant
to the foregoing provisions, or otherwise, the undersigned registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the undersigned registrant 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 undersigned
registrant 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 of 1933 and will be governed by the final adjudication of such issue.
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
has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Miami, State of Florida, on December 22, 2017.
| |
ENVIROSTAR, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ Henry M. Nahmad |
| |
|
Henry M. Nahmad, |
| |
|
Chairman, Chief Executive Officer and President |
| |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Henry M. Nahmad and Michael S. Steiner, and each of them acting alone, his true
and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all
capacities, to execute 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 Commission, granting unto said attorneys-in-fact
and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their 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 and on the dates indicated.
| SIGNATURE |
TITLE |
DATE |
| |
|
|
|
/s/ Henry M. Nahmad |
Chairman, Chief Executive Officer |
December 22, 2017 |
| Henry M. Nahmad |
and President |
|
| |
|
|
| /s/ Michael S. Steiner |
Executive Vice President, Chief |
December 22, 2017 |
| Michael S. Steiner |
Operating Officer and Director |
|
| |
|
|
| /s/ Dennis Mack |
Executive Vice President and Director |
December 22, 2017 |
| Dennis Mack |
|
|
| |
|
|
| /s/ Robert H. Lazar |
Chief Financial Officer and Treasurer |
December 22, 2017 |
| Robert H. Lazar |
|
|
|
/s/ David Blyer
|
Director |
December 22, 2017 |
| David Blyer |
|
|
| |
|
|
| /s/ Alan M. Grunspan |
Director |
December 22, 2017 |
| Alan M. Grunspan |
|
|
| |
|
|
| /s/ Timothy P. LaMacchia |
Director |
December 22, 2017 |
| Timothy P. LaMacchia |
|
|
| |
|
|
| /s/ Hal M. Lucas |
Director |
December 22, 2017 |
| Hal M. Lucas |
|
|
| |
|
|
| /s/ Todd Oretsky |
Director |
December 22, 2017 |
| Todd Oretsky |
|
|
