Securities Registration: Employee Benefit Plan (s-8)
17 Dicembre 2021 - 10:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on December 17, 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
SCULLY ROYALTY LTD.
(Exact name of registrant as specified in its
charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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Unit
803, Dina House, Ruttonjee Centre
11 Duddell
Street
Hong
Kong SAR, China
(Address of Principal
Executive Office) (Zip Code)
2017 Equity Incentive Plan
(Full title of the plan)
C T Corporation System
28 Liberty Street
New York, New York, 10005
(Name and address
of agent for service)
(212) 894-8940
(Telephone number, including
area code, of agent for service)
Copies to:
H.S. Sangra
Sangra Moller LLP
1000 Cathedral Place, 925 West Georgia Street
Vancouver, B.C. V6C 3L2
(604) 662-8808
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. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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¨
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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 Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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
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Amount of
registration fee
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Common Shares, US$0.001 par value each
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190,591
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(2)
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$
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9.33
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(3)
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$
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1,778,214.03
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$
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164.84
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Common Shares, US$0.001 par value each
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463,226
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(4)
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$
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7.44
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(5)
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$
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3,446,401.44
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$
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319.48
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653,817
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$
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5,224,615.47
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$
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484.32
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this registration
statement also covers an indeterminate amount of interests to be offered or sold in connection with any stock split, stock dividend or
similar transaction, or anti-dilution or other adjustment pursuant to the employee benefit plan described herein.
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(2)
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Represents 190,591 common shares, US$0.001 par value each (the "Common Shares") available for
issuance under the 2017 Equity Incentive Plan (the "Plan") of Scully Royalty Ltd. (the "Registrant" or the "Company")
pursuant to unissued awards.
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(3)
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Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) and Rule 457(h)(1)
under the Securities Act, based on the average of the high and low prices of the Registrant's Common Shares as reported on the New York
Stock Exchange on December 10, 2021, a date within five business days of the filing of this Registration Statement.
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(4)
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Represents 463,226 Common Shares under the Plan, representing certain Common Shares issuable on the exercise
of existing awards of stock options under the Plan.
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(5)
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Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) under the Securities
Act, based upon the price at which such options may be exercised.
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EXPLANATORY
NOTE
Pursuant to a plan of arrangement
made effective by MFC Industrial Ltd. and approved by its shareholders, Scully Royalty Ltd. (the "Company", "Registrant",
"we", "us" or "our" adopted the 2017 Equity Incentive Plan (the "Plan") on July 14, 2017. Under
the Plan, the Company originally reserved a total of 547,403 common shares, US$0.001 par value each (the "Common Shares") for
issuance pursuant to awards under the Plan to directors, officers, employees and consultants of the Company and its subsidiaries. On May
31, 2021 and November 30, 2021, respectively, the Company completed a 9% and 8% stock dividend. Consequently, the number of Common Shares
of the Company reserved for issuance pursuant to awards under the Plan was increased to 653,817 Common Shares.
Pursuant to the terms of the
Plan, we may grant stock options, restricted stock rights, restricted stock, performance share awards, performance share units and stock
appreciation rights. We have reserved a total of 653,817 Common Shares for issuance pursuant to such
awards.
This Registration Statement
on Form S-8 (the "Registration Statement" is being filed to register:
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·
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463,226 Common Shares to be issued upon the exercise of existing stock option awards under the Plan; and
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·
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190,591 Common Shares available for issuance pursuant to unissued stock option awards under the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.
The
documents containing the information specified in Part I (plan and registrant information) will be delivered to the participants
in the Plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. Such documents are
not required to be, and are not being filed with, the Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and
the documents incorporated by reference pursuant to Item 3 of Pat II in this Registration Statement on Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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Item 2. Registrant Information and Employee Plan Annual Information.
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The Registrant will provide
participants of the Plan, upon written or oral request and without charge, a copy of the documents incorporated by reference in Item 3
of Part II of this Registration Statement on Form S-8, which are incorporated by reference in the Section 10(a) prospectus, and all
documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests for such documents should be
directed to Scully Royalty Ltd., Unit 803, Dina House, Ruttonjee Centre, 11 Duddell Street, Hong Kong SAR, China, Attention: Samuel Morrow,
telephone number (1) 844 331 3343.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed
by the Registrant with the SEC are hereby incorporated by reference in this Registration Statement and made a part hereof:
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(b)
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all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered
by the document referred to in (a) above; and
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All reports and other documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all of the Common Shares offered hereby have been sold or which deregisters
all of such Common Shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof commencing on the respective dates on which such reports and documents are filed unless all or a portion of such documents
are deemed not to be filed. Any statement contained herein or in a document all or a portion of which is 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 incorporated or 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 applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Cayman
Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy,
such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime.
The
Amended and Restated Memorandum and Articles of Association adopted by the Company on July 12, 2017, as amended May 31, 2019 (the "Articles")
provide that the Company willvery director, alternate director or officer against any liability incurred by such party as a result of
any act or failure to act in carrying out such party's functions other than such liability (if any) that such party may incur by his own
actual fraud or wilful default. No such director, alternate director or officer will be liable to the Company for any loss or damage in
carrying out such party's functions unless that liability arises through the actual fraud or wilful default of such party. A director,
alternate director or officer (or former director, alternate director or officer)is also entitled, subject to certain limitations, to
advancement, of expenses (including legal fees) in advance of the final disposition of the proceeding, upon receipt of an undertaking
by such party to repay the amount if it shall ultimately be determined that such director, alternate director or officer is not entitled
to be indemnified by the Company and upon such terms and conditions, if any, as the Company deems appropriate..
In
addition, the Company enters into separate indemnification agreements with its directors and officers. These agreements, among other
things, require the Company to indemnify its directors and officers for certain expenses, including attorneys’ fees,
judgments, fines, and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services
as one of the Company's directors or officers or any other company or enterprise to which the person provides services at the
Company's request. We believe these provisions in the Articles and these indemnification agreements are necessary to attract and
retain qualified persons as directors and officers.
Insofar
as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against
public policy in the United States, as expressed in the Securities Act, and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 9. Undertakings.
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(a)
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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;
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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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change
in 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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provided, however, that paragraphs
(i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference 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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(b)
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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 15(d)
of the Exchange Act that is incorporate by reference in the registration statement shall be deemed to be a new Registration Statement
relating to the securities offering 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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(c)
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Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the SEC 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 of 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.
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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 New York, New York on the 17th day of December, 2021.
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SCULLY
ROYALTY LTD.
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By:
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/s/
Samuel
Morrow
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Name:Samuel
Morrow
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Title:
Chief Executive Officer and Chief Financial Officer
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Each person whose signature
appears below constitutes and appoints Samuel Morrow or Michael Smith, each with full power to act alone, as his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and on his behalf 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, including, without limitation, additional
registration statements filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, 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 in order to effectuate
the same, as fully and to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or their substitute or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements
of this Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature:
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Title:
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Date:
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/s/ Michael Smith
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Chairman and a Director
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December
17, 2021
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Michael Smith
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/s/ Samuel Morrow
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Chief Executive Officer and Chief Financial Officer and a Director
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December 17, 2021
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Samuel Morrow
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/s/ Dr. Shuming Zhao
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Director
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December 17, 2021
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Dr. Shuming Zhao
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/s/ Indrajit Chatterjee
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Director
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December 17, 2021
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Indrajit Chatterjee
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/s/ Silke Stenger
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Director
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December 17, 2021
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Silke Stenger
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/s/ Friedrich Hondl
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Director
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December 17, 2021
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Friedrich Hondl
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/s/ Jochen Dümler
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Director
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December 17, 2021
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Jochen Dümler
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Scully Royalty Ltd. has signed this registration statement
or amendment thereto in New York, New York, on December 17, 2021.
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/s/
Samuel Morrow
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Name:
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Samuel Morrow
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Title:
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Chief Executive Officer and Chief Financial Officer
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Grafico Azioni Scully Royalty (NYSE:SRL)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Scully Royalty (NYSE:SRL)
Storico
Da Dic 2023 a Dic 2024
