Securities Registration: Employee Benefit Plan (s-8)
29 Novembre 2021 - 10:19PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 29,
2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
XL FLEET CORP.
(Exact name of registrant as specified in its
charter)
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Delaware
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83-4109918
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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145 Newton Street
Boston, MA 02135
Telephone: (617) 718-0329
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
XL Fleet Corp. 2020 Equity Incentive Plan
XL Hybrids, Inc. 2010 Equity Incentive Plan
XL Fleet Corp. Inducement Stock Option Award
XL Fleet Corp. Inducement Restricted Stock
Unit Award
(Full Title of the Plans)
James Berklas
General Counsel
XL Fleet Corp.
145 Newton Street
Boston, MA 02135
Telephone: (617) 718-0329
(Name, address, including zip code, and 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 definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to
be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed
Maximum
Aggregate
Offering
Price
(2)
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Amount
of
Registration
Fee
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Common Stock, par value $0.0001 per share
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30,846,072
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(2
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)
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$
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103,786,905
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$
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9,621
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(1)
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The number of shares of Common Stock, par
value $0.0001 per share (“Common Stock”), stated above consists of (i) the aggregate
number of shares which may be sold upon the exercise of options or issuance of stock-based
awards which have been granted and/or may hereafter be granted under the XL Hybrids 2010
Equity Incentive Plan (the “2010 Plan”) and the XL Fleet Corp. 2020 Equity Incentive
Plan (the “2020 Plan,” and collectively, the “Plans”) (ii) up to
493,026 shares issuable upon the exercise of stock options (the “Inducement Options”)
granted to Eric Tech pursuant to the non-qualified stock option agreement by and between
the Registrant and Mr. Tech (the “Inducement Option Agreement”) and (iii) up
to 154,286 shares issuable upon the vesting of restricted stock units (the “Inducement
RSUs”) granted to Eric Tech pursuant to the restricted stock unit agreement by and
between the Registrant and Mr. Tech (the “Inducement RSU Agreement” and, together
with the Inducement Option Agreement, the “Inducement Agreements”). The shares
of Common Stock registered hereunder for issuance pursuant to the Plans consist of (i) up
to 19,162,563 shares currently reserved for issuance pursuant to the 2020 Plan, (ii) up to
753,114 additional shares which are currently issuable pursuant to awards granted under
the 2020 Plan, and (iii) up to 10,283,083 additional shares which are currently issuable
pursuant to awards granted under the 2010 Plan and which may become authorized for issuance
under the 2020 Plan if awards outstanding under the 2020 Plan are cancelled or expire. Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
this registration statement shall also cover (i) any additional shares of the Registrant’s
Common Stock that become issuable under the Inducement Agreements or the Plans by reason
of any stock dividend, stock split, recapitalization or similar transaction effected without
the Registrant’s receipt of consideration which would increase the number of outstanding
shares of Common Stock and (ii) an indeterminate number of shares which may be issuable after
the operation of anti-dilution and other provisions of the Inducement Agreements or the Plans.
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(2)
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Estimated solely for the purpose of calculating
the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under
the Securities Act. The offering price per share and the aggregate offering price for shares
reserved for future issuance under the Plans and Inducement Agreements are based on (i) in
the case of shares of Common Stock which may be purchased upon exercise of outstanding options,
the fee is calculated on the basis of the price at which the options may be exercised; and
(ii) in the case of shares of Common Stock not yet issued and subject to stock-based awards
or for which awards have not yet been granted, the average of the high and the low price
of Registrant’s Common Stock as reported on the New York Stock Exchange on November
26, 2021. The chart below details the calculations of the registration fee:
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Securities
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Number
of
Shares
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Offering
Price Per
Share
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Aggregate
Offering
Price
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Shares reserved for future issuance under the 2020
Plan
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19,162,563
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$
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4.62
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(2)
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$
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88,531,041
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Shares underlying option awards outstanding under the 2020
Plan
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753,114
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$
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8.38
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(2)
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$
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6,311,095
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Shares underlying option awards outstanding under the 2010
Plan
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10,283,083
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$
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0.58
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(2)
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$
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5,964,188
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Shares issuable upon the exercise of the Inducement Options
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493,026
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$
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4.62
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(2)
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$
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2,277,780
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Shares issuable upon the vesting of the Inducement RSUs
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154,286
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$
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4.62
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(2)
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$
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702,801
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Proposed Maximum Aggregate Offering Price
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$
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103,786,905
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Registration Fee
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$
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9,621
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EXPLANATORY NOTE
On December 21, 2020, XL
Fleet Corp., formerly known as Pivotal Investment Corporation II (the “Registrant,” “we,” “us”
or “our”), completed its business combination with what was then known as XL Hybrids, Inc. (“Legacy XL”) in accordance
with the terms of the Agreement and Plan of Reorganization, dated as of September 17, 2020 (the “Business Combination Agreement”),
by and among the Registrant, PIC II Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Legacy XL, pursuant to which
Merger Sub merged with and into Legacy XL, with Legacy XL surviving as a wholly owned subsidiary of the Registrant (the “Merger”).
In connection with the Merger, the Registrant changed its name to “XL Fleet Corp.”
Pursuant to the Business Combination Agreement, the Registrant assumed
the XL Hybrids, Inc. 2010 Equity Incentive Plan, as amended (the “2010 Plan”) and each option to purchase shares of Legacy
XL common stock that was outstanding and unexercised immediately prior to the effective time of the Merger under the 2010 Plan, whether
or not vested, was converted into and became an option to purchase shares of the Registrant’s Common Stock (the “2010 Plan
Awards”). In addition, in connection with the Merger, on December 21, 2021, the stockholders of the Registrant approved the XL Fleet
Corp. 2020 Equity Incentive Plan (the “2020 Plan”) This Registration Statement on Form S-8 is being filed for the purpose
of registering shares of the Registrant’s Common Stock issuable under the 2010 Plan Awards and the 2020 Plan.
This Registration
Statement also registers an aggregate of 647,312 shares (the “Shares”) of Common Stock, consisting of an anticipated
number of (i) shares that may be issued upon exercise of a time-based non-qualified stock option to be granted to
Eric Tech and (ii) shares that may be issued upon the vesting of restricted stock units to be granted to Eric Tech, each
granted in accordance with NYSE Listed Company Manual Rule 303A as an inducement material to his entering into employment with the
Registrant as the Registrant’s Chief Executive Officer. The actual number of Shares to granted pursuant to the Inducement
Agreements shall be determined on December 1, 2021 as (i) a number of Inducement Options determined by dividing $1,260,000 by the
Black Scholes valuation on December 1, 2021 (rounded to the nearest whole share) and (ii) a number of Inducement RSUs determined by
$540,000 by the closing price of the Common Stock on the New York Stock Exchange on December 1, 2021 (rounded down to the nearest
whole share).
In accordance with the instructional
Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information
specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 with respect to the
Shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the instructional
Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the 2020 Plan
and the 2010 Plan. The documents containing the information specified in Part I will be delivered to the participants in the 2020 Plan
and the 2010 Plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed
by the Registrant with the Commission are incorporated herein by reference:
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(a)
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The Registrant’s Annual Report
on Form
10-K for the year ended December 31, 2020, filed with the Commission on March 31, 2021
as amended by Amendment No. 1 to the Registrant’s Annual Report on Form
10-K/A for the year ended December 31, 2020, filed with the Commission on May 17, 2021;
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(b)
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The Registrant’s Quarterly Report
on Form
10-Q for the quarter ended March 31, 2021, filed with the Commission on May 17, 2021,
the Registrant’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2021, filed with the Commission on August 13, 2021,
the Registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2021, filed with the Commission on November 15, 2021;
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(c)
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The Registrant’s Current Reports
on Form 8-K or 8-K/A as filed with the Commission on January
28, 2021, March
4, 2021, April
20, 2021, May
11, 2021, May
17, 2021, June
1, 2021, July
21, 2021, August
12, 2021, November
1, 2021, November
10, 2021, November
16, 2021, and November
24, 2021; and
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(d)
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The description of the Registrant’s
Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed
with the SEC on June 24, 2020 pursuant to Section 12(b) of the Securities and Exchange Act
of 1934, as amended (the “Exchange Act”), which description has been updated
most recently in the prospectus filed by the Registrant with the Commission pursuant to Rule
424(b) under the Securities Act, on January
22, 2021, relating to the Registration Statement on Form
S-1 (File No. 333-252089) in the section entitled “Description of Securities”
beginning on page 108.
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All reports and other documents
filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current
Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items), prior to the
filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports
and 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 the 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 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
James Berklas, Esq., who
is providing an opinion concerning the legality of the shares of Common Stock being registered hereby, is the General Counsel of Registrant.
Mr. Berklas owns, and/or has options to acquire pursuant to the Registrant’s 2020 Plan, an aggregate of less than 1% of the outstanding
shares of Common Stock of the Registrant, and is a participant in the 2020 Plan.
Item 6. Indemnification of Directors and
Officers.
Section 145 of the Delaware
General Corporation Law (the “DGCL”), permits a corporation to indemnify its directors and officers against expenses, including
attorneys’ fees, judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties. The directors or officers must have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had
no reason to believe their conduct was unlawful. In a derivative action, an action only by or in the right of the corporation, indemnification
may be made only for expenses, including attorney’s fees, actually and reasonably incurred by directors and officers in connection
with the defense or settlement of an action or suit, and only with respect to a matter as to which they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made if
such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action
or suit was brought determines upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity
for such expenses despite such adjudication of liability. The amended and restated certificate of incorporation and the amended and restated
bylaws of the registrant provide that the registrant may indemnify its directors, officers, employees or agents to the fullest extent
permitted by applicable law.
Section 102(b)(7) of the
DGCL permits a corporation to provide in its charter that a director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s
duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) for payments of unlawful dividends or unlawful stock purchases or redemptions or (4) for any transaction
from which the director derived an improper personal benefit. The current certificate of incorporation of the registrant provide for
such limitation of liability.
We have entered into indemnification
agreements with each of our directors and executive officers in which we have agreed to indemnify and hold harmless, and also advance
expenses as incurred, to the fullest extent permitted under applicable law, against all expenses, losses and liabilities incurred by
the indemnitee or on the indemnitee’s behalf arising from the fact that such person is or was a director, officer, employee or
agent of our company or our subsidiaries.
The indemnification rights
set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute,
our amended and restated certificate of incorporation, our amended and restated bylaws, any agreement, any vote of stockholders or disinterested
directors or otherwise.
We maintain standard policies
of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty
or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.
Item
7. Exemption from Registration Claimed.
Not applicable.
Item
8. Exhibits.
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Exhibit
Number
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Exhibit Description
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Filed
Herewith
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Incorporated
by
Reference herein from
Form or Schedule
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Filing Date
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SEC
File/
Reg.
Number
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4.1
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Second
Amended and Restated Certificate of Incorporation of XL Fleet Corp.
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Form 8-K
(Exhibit 3.1)
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December 23, 2020
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001-38971
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4.2
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Amended
and Restated Bylaws of XL Fleet Corp.
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Form 8-K
(Exhibit 3.2)
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December 23, 2020
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001-38971
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4.3
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Specimen
Common Stock Certificate
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Form 8-K
(Exhibit 4.1)
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December 23, 2020
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001-38971
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4.4
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Specimen
Warrant Certificate
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Form 8-K
(Exhibit 4.2)
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December 23, 2020
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001-38971
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4.5
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Warrant Agreement, dated as of July 11, 2019, by and between XL Fleet Corp. (formerly Pivotal Investment Corporation II) and Continental Stock Transfer & Trust Company
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Form 8-K
(Exhibit 4.4)
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July 16, 2019
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001-38971
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4.6
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Warrant
Agreement, dated as of September 29, 2017, by and between XL Hybrids, Inc. and MOTIV Partners LLC
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Form 10-K
(Exhibit 4.4)
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March 31, 2021
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001-38971
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4.7
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Amendment
to Warrant Agreement, dated as of December 15, 2020, between XL Hybrids, Inc. and MOTIV Partners LLC
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Form 10-K
(Exhibit 4.5)
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March 31, 2021
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001-38971
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5.1
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Opinion of James Berklas, Esq., General Counsel to XL Fleet
Corp.
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X
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+
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Denotes management contract
or compensatory plan or arrangement
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Item
9. Undertakings.
The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
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(ii)
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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 a 20%
change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
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(iii)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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That,
for the purpose of determining liability under the Securities Act to any purchaser, each
prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to
an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness; provided, however, that no
statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to such date of
first use.
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(5)
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That,
for the purpose of determining liability of the registrant under the Securities Act to any
purchaser in the initial distribution of the securities, the undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
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Insofar as indemnification
for liabilities arising under the Securities 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 of 1933, the registrant has duly caused this S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston, State of Massachusetts on November 29, 2021.
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XL FLEET CORP.
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/s/
James Berklas
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Name:
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James Berklas
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Title:
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General Counsel
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POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below hereby constitutes and appoints James Berklas, his or her true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration
statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities
Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agent, or his or her 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 below by the following persons in the capacities and on the
date indicated.
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Signature
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Title
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Date
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/s/
Dimitri Kazarinoff
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Chief Executive Officer
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November
29, 2021
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Dimitri
N. Kazarinoff
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(Principal Executive
Officer)
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/s/
Cielo Hernandez
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Chief Financial Officer
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November
29, 2021
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Cielo
Hernandez
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(Principal Financial
Officer and
Principal Accounting Officer)
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/s/
Thomas J. Hynes III
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President and Director
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November
29, 2021
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Thomas
J. Hynes, III
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/s/
Debora M. Frodl
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Director and Chair of
the Board
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November
29, 2021
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Debora
M. Frodl
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/s/
Kevin Griffin
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Director
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November
29, 2021
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Kevin
Griffin
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/s/
Christopher Hayes
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Director
|
|
November
29, 2021
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|
Christopher
Hayes
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|
/s/ Jonathan J. Ledecky
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|
Director
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|
November
29, 2021
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|
Jonathan
J. Ledecky
|
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|
|
|
/s/
Niharika Ramdev
|
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Director
|
|
November
29, 2021
|
|
Niharika Ramdev
|
|
|
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|
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|
/s/
Sarah Sclarsic
|
|
Director
|
|
November
29, 2021
|
|
Sarah Sclarsic
|
|
|
|
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II-6
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