As filed with the Securities and Exchange Commission on June 4, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AstroNova, Inc.
(Exact name of registrant as specified in its charter)
| Rhode Island (State or other jurisdiction of incorporation or organization) |
05-0318215 (I.R.S. employer identification no.) |
600 East Greenwich Avenue, West Warwick, Rhode Island, 02893
(Address of principal executive offices)
AstroNova, Inc. 2018 Equity Incentive Plan
(Full title of the plan(s))
Gregory A. Woods
Chief Executive Officer
AstroNova, Inc.
600 East Greenwich Avenue
West Warwick, Rhode Island, 02893
(Name and address of agent for service)
(401) 828-4000
(Telephone number, including area code, of agent for service)
Copies to:
Peter M. Rosenblum, Esq.
Daniel S. Clevenger, Esq.
Foley Hoag LLP
Seaport West
155 Seaport Boulevard
Boston, Massachusetts 02210
Telephone: (617) 832-1000
Telecopy: (617) 832-7000
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 Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
Amount to be |
Proposed maximum offering price per share (2) |
Proposed offering price (2) |
Amount of registration fee | ||||
| Common Stock, $0.05 par value |
300,000 (3) | $25.79 | $7,737,000 | $938.00 | ||||
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| 1. | Pursuant to Rule 416(a) 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 that become issuable under the AstroNova, Inc. 2018 Equity Incentive Plan (as amended, the “2018 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock. |
| 2. | The proposed maximum offering price per share has been estimated in accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act solely for the purpose of calculating the registration fee with respect to shares reserved for future issuance based on the average of the high and low price of the Registrant’s common stock as quoted on the Nasdaq Global Market on May 31, 2019. |
| 3. | Represents additional shares of the Registrant’s common stock available for issuance pursuant to awards that may be issued in the future pursuant to the 2018 Plan. |
-2-
Explanatory Note
This registration statement relates to the registration of an additional 300,000 shares of common stock issuable pursuant to the AstroNova, Inc. 2018 Equity Incentive Plan (as amended, the “2018 Plan”). Pursuant to General Instruction E to Form S-8, we incorporate by reference into this registration statement the contents of our registration statement on Form S-8 (File No. 333-225404) filed with the Securities and Exchange Commission (the “Commission”) on June 4, 2018 relating to the registration of 650,000 shares for issuance under the 2018 Plan. That Form S-8 also registered for issuance under the 2018 Plan an additional number of shares (not to exceed 821,637) equal to the number of shares then subject to outstanding awards under the AstroNova, Inc. 2015 Equity Incentive Plan that have subsequently been or hereafter are forfeited, cancelled, reacquired by us or terminated and that, had such awards been issued under the 2018 Plan, would have been available for future grants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| † | Filed herewith |
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 Town of West Warwick, Rhode Island, as of June 4, 2019.
| ASTRONOVA, INC. | ||
| By: | /s/ Gregory A. Woods | |
| Gregory A. Woods President, Chief Executive Officer and Director | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Gregory A. Woods and David S. Smith as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 person in the capacity and on the date indicated.
| /s/ Gregory A. Woods Gregory A. Woods |
President, Chief Executive Officer and Director (principal executive officer) |
June 4, 2019 | ||
| /s/ David S. Smith David S. Smith |
Chief Financial Officer (principal accounting and financial officer) |
June 4, 2019 | ||
| /s/ Jean A. Bua Jean A. Bua |
Director |
June 4, 2019 | ||
| /s/ Mitchell I. Quain Mitchell I. Quain |
Director |
June 4, 2019 | ||
| /s/ Yvonne E. Schlaeppi Yvonne E. Schlaeppi |
Director |
June 4, 2019 | ||
| /s/ Harold S. Schofield Harold S. Schofield |
Director |
June 4, 2019 | ||
| /s/ Richard S. Warzala Richard S. Warzala |
Director |
June 4, 2019 | ||