S-8

As filed with the Securities and Exchange Commission on February 12, 2024.

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NACCO INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	34-1505819
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5875 Landerbrook Drive, Suite 220, Cleveland, Ohio	44124-4069
(Address of Principal Executive Offices)	(Zip Code)

NACCO Industries, Inc. Amended and Restated Executive Long-Term Incentive Compensation Plan

(Full title of the plan)

John D. Neumann, Esq.
Vice President, General Counsel and Secretary
NACCO Industries, Inc.
5875 Landerbrook Drive, Suite 220
Cleveland, Ohio 44124-4069
(440) 229-5151
(Name, address and telephone number 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. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-139268) filed by NACCO Industries, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on December 12, 2006, the Registration Statement on Form S-8 (Registration No. 333-166944) filed by the Registrant with the Commission on May 19, 2010, the Registration Statement on Form S-8 (Registration No. 333-217862) filed by the Registrant with the Commission on May 10, 2017, the Registration Statement on Form S-8 (Registration No. 333-231316) filed by the Registrant with the Commission on May 9, 2019 and the Registration Statement on Form S-8 (Registration No. 333-256443) filed by the Registrant with the Commission on May 24, 2021 with respect to the shares of Class A Common Stock, par value $1.00 per share (“Class A Common Stock”), now being utilized under the Registrant’s Amended and Restated Executive Long-Term Incentive Compensation Plan (effective March 1, 2023) (the “Plan”), including all attachments and exhibits thereto, with the contents of such prior registration statements amended and restated as provided for herein. The Plan is an amendment and restatement, effective March 1, 2023, of the Registrant’s Amended and Restated Executive Long-Term Incentive Compensation Plan, itself previously amended and restated, for which the previously filed registration statements on Form S-8 identified above are effective. This Registration Statement on Form S-8 is filed for the purpose of registering an additional 503,880 shares of Class A Common Stock under the Plan, such that when added to the remaining number of shares of Class A Common Stock previously registered under the Securities Act of 1933, as amended (the “Securities Act”) equals as of March 1, 2023 a total of 800,000shares of Class A Common Stock registered under the Securities Act and available for issuance under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Commission. The following documents filed with Commission by the Registrant pursuant to the Exchange Act are hereby incorporated by reference into this Registration Statement:

(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (Commission File No. 001-09172), filed with the Commission on March 15, 2023;

(b)The Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-09172), filed with the Commission on May 3, 2023, for the quarter ended March 31, 2023, August 2, 2023 for the quarter ended June 30, 2023, and November 1, 2023 for the quarter ended September 30, 2023;

(c)The Registrant’s Current Reports on Form 8-K (Commission File No. 001-09172), filed with the Commission on February 22, 2023, February 27, 2023, March 13, 2023, March 15, 2023, March 31, 2023, May 3, 2023, May 16, 2023, May 18, 2023, August 2, 2023, August 24, 2023, November 1, 2023, November 7, 2023, December 19, 2023, and December 20, 2023; and

(d)The description of the Registrant’s Class A Common Stock contained in Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No. 001-09172), as filed with the Commission on March 4, 2020, and any subsequently filed amendments and reports updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. The Registrant will not, however, incorporate by reference any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of the Registrant’s Current Reports on Form 8-K unless, and except to the extent, specified in such reports.

Any statement contained in any document incorporated or deemed to be incorporated by reference herein will 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 such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number	Description
4.1	Restated Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172.
4.2	Amended and Restated Bylaws of the Registrant are incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on December 18, 2014, Commission File Number 1-9172.
4.3	Amended and Restated Stockholders’ Agreement, dated as of September 29, 2017, amongst the signatories thereto, NACCO Industries, Inc., as depository, and NACCO Industries, Inc. is incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed on October 5, 2017, Commission File Number 1-9172.
4.4	Amendment to Amended and Restated Stockholders’ Agreement, dated as of February 14, 2019, amongst the signatories thereto, NACCO Industries, Inc., as depository, and NACCO Industries, Inc. is incorporated herein by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 10-K, filed on December 31, 2018, Commission File Number 1-9172.
4.5	Second Amendment to Amended and Restated Stockholders' Agreement, dated as of February 12, 2021, by and among the Depository, NACCO Industries, Inc., the new Participating Stockholders identified on the signature pages thereto and the Participating Stockholders under the Amended and Restated Stockholders' Agreement, dated as of September 29, 2017, as amended, is incorporated by reference to Exhibit 60 of the Company's General statement of acquisition of beneficial ownership on Form SC 13D, filed on February 12, 2021, Commission File Number 1-9172.
4.6	Third Amendment to Amended and Restated Stockholders' Agreement, dated as of February 11, 2022, by and among the Depository, NACCO Industries, Inc., the new Participating Stockholders identified on the signature pages thereto and the Participating Stockholders under the Amended and Restated Stockholders' Agreement, dated as of September 29, 2017, as amended, is incorporated by reference to Exhibit 99.62 of the Company's General statement of acquisition of beneficial ownership on Form SC 13D, filed on February 11, 2022, Commission File Number 1-9172.
4.7	Fourth Amendment to Amended and Restated Stockholders' Agreement, dated as of February 10, 2023, by and among the Depository, NACCO Industries, Inc., the new Participating Stockholders identified on the signature pages thereto and the Participating Stockholders under the Amended and Restated Stockholders' Agreement, dated as of September 29, 2017, as amended, is incorporated by reference to Exhibit 99.67 of the Company's General statement of acquisition of beneficial ownership on Form SC 13D, filed on February 10, 2023, Commission File Number 1-9172.
4.8	NACCO Industries, Inc.Amended and Restated Executive Long-Term Incentive Compensation Plan (effective March 1, 2023), is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on May 16, 2023, Commission File Number 1-9172.
23.1	Consent of Ernst & Young LLP.
24.1	Power of Attorney.
107	Filing Fee Table

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 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 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 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, 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) 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, 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, 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 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 thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the 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 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 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Cleveland, State of Ohio, on February 12, 2024.

NACCO INDUSTRIES, INC.

By: /s/ Sarah E. Fry    

Sarah E. Fry, Esq.

Associate General Counsel and Assistant Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

	*
Dated: February 12, 2024	J.C. Butler, Jr. President, Chief Executive Officer and Director (Principal Financial Officer)
	*
Dated: February 12, 2024	Elizabeth I. Loveman Senior Vice President and Controller (Principal Financial and Accounting Officer)
	*
Dated: February 12, 2024	John S. Dalrymple Director
	*
Dated: February 12, 2024	John P. Jumper Director
	*
Dated: February 12, 2024	Dennis W. LaBarre Director
	*
Dated: February 12, 2024	Michael S. Miller Director
	*
Dated: February 12, 2024	Alfred M. Rankin, Jr. Director
	*
Dated: February 12, 2024	Matthew M. Rankin Director
	*
Dated: February 12, 2024	Roger F. Rankin Director
	*
Dated: February 12, 2024	Lori J. Robinson Director
	*
Dated: February 12, 2024	Valerie Gentile Sachs Director
	*
Dated: February 12, 2024	Robert S. Shapard Director
	*
Dated: February 12, 2024	Britton T. Taplin Director

*    This Registration Statement has been signed on behalf of the above officers and directors by Sarah E. Fry, as attorney-in-fact, pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.

By:	/s/ Sarah E. Fry
Dated: February 12, 2024	Sarah E. Fry, Esq. Attorney-in-fact

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the NACCO Industries, Inc. Amended and Restated Executive Long-Term Incentive Compensation Plan of our reports dated March 15, 2023, with respect to the consolidated financial statements and schedules of NACCO Industries, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of NACCO Industries, Inc. and Subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young

Cleveland, Ohio

February 12, 2024

EX-24.1

Exhibit 24.1

NACCO INDUSTRIES, INC.

REGISTRATION STATEMENT ON FORM S-8

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of NACCO Industries, Inc., a Delaware corporation (the “Registrant”), does hereby constitute and appoint each of J.C. Butler, Jr., John D. Neumann, and Sarah E. Fry, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file (i) a Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of the Registrant’s Class A Common Stock, $1.00 par value per share, issuable in connection with the Amended and Restated NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (effective March 1, 2023), (ii) any and all amendments, including post-effective amendments, supplements and exhibits to the Form S-8 Registration Statement and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 12th day of February 2024.

/s/ J.C. Butler, Jr.	President, Chief Executive Officer (Principal Executive Officer) and Director
J.C. Butler, Jr.
/s/ Elizabeth I. Loveman	Senior Vice President and Controller (Principal Financial and Accounting Officer)
Elizabeth I. Loveman
/s/ John S. Dalrymple	Director
John S. Dalrymple
/s/ John P. Jumper	Director
John P. Jumper
/s/ Dennis W. LaBarre	Director
Dennis W. LaBarre
/s/ Michael S. Miller	Director
Michael S. Miller
/s/ Alfred M. Rankin, Jr.	Director
Alfred M. Rankin, Jr.
/s/ Matthew M. Rankin	Director
Matthew M. Rankin
/s/ Roger F. Rankin	Director
Roger F. Rankin
/s/ Lori J. Robinson	Director
Lori J. Robinson
/s/ Valerie Sachs Gentile	Director
Valerie Sachs Gentile
/s/ Robert S. Shapard	Director
Robert S. Shapard
/s/ Britton T. Taplin	Director
Britton T. Taplin

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

NACCO Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)(2)	Proposed Maximum Offering Price Per Unit (3)	Maximum Aggregate Offering Price (3)	Fee Rate	Amount of Registration Fee
Equity	Class A Common Stock $1 par value per share	Other	503,880	$36.22	$18,250,533.60	$147.60 per $1 million	$2,694
Total Offering Amounts					$18,250,533.60		$2,694
Total Fee Offsets							$0
Net Fee Due							$2,694

(1)    Represents the number of additional shares of Class A Common Stock, $1 par value per share (“Class A Common”), of NACCO Industries, Inc. (the “Registrant”), available pursuant to the Registrant’s Amended and Restated Executive Long-Term Incentive Compensation Plan (the “Plan”) being registered hereon.

(2)    Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Class A Common as may become available pursuant to any anti-dilution provisions of the Plan.

(3)    Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of the Registrant’s Class A Common on the New York Stock Exchange on February 7, 2024, a date that is within five business days prior to filing.

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associ-ated with Fee Offset Claimed	Security Title Associ-ated with Fee Offset Claimed	Unsold Securities Associ-ated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources

The Registrant is not relying on Rule 457(p) under the Securities Act to offset any of the filing fee due with respect to the Registration Statement to which this exhibit relates, so no information is provided under this Table 2.