Securities Registration: Employee Benefit Plan (s-8)
01 Giugno 2023 - 10:11PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 1, 2023
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
VERRA MOBILITY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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81-3563824 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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1150 N. Alma School Road
Mesa, Arizona |
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85201 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Verra Mobility Corporation Amended and Restated 2018 Equity Incentive Plan
(Full title of the plan)
Jon Keyser
Chief Legal
Officer
Verra Mobility Corporation
1150 N. Alma School Road
Mesa, Arizona 85201
(480) 443-7000
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Steven D. Pidgeon
Kevin
E. Criddle
DLA Piper LLP (US)
2525 E. Camelback Road, Suite 1000
Phoenix, Arizona 85016
Tel: (480) 606-5100
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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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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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☐ |
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Smaller reporting company |
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☐ |
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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. ☐
EXPLANATORY NOTE
On May 23, 2023, at the annual meeting of stockholders of Verra Mobility Corporation (the Company), the
Companys stockholders approved the Verra Mobility Corporation Amended and Restated 2018 Equity Incentive Plan (the Amended and Restated Plan and, prior to such amendment and restatement, the
Plan). Among other things, the Amended and Restated Plan increases the total number of shares of Class A Common Stock that the Company may grant by 5,000,000, resulting in an aggregate share reserve of 15,864,000
shares.
This Registration Statement on Form S-8 (the Registration
Statement) relates to the additional 5,000,000 shares of Class A Common Stock authorized for issuance under the Amended and Restated Plan.
Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 with respect to the Plan, filed by the Company with the Securities and Exchange Commission (the Commission) on March 18, 2019 (File
No. 333-230378) including any amendments thereto or filings incorporated therein, are hereby incorporated by reference into this Registration Statement, except that the provisions contained in
Part II of such earlier registration statement is modified as set forth in this Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby
incorporates by reference into this Registration Statement the following documents:
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(a) |
the Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023; |
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(b) |
the Registrants Quarterly Report on
Form 10-Q for the quarterly period ended
March 31, 2023, filed with the SEC on May 4, 2023; |
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the description of the Registrants Class A Common Stock contained in its Registration Statement on Form
8-A, as filed with the SEC on January 10, 2017, as updated by Exhibit 4.5 to the Registrants
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020, including any amendment or report filed for the purpose of updating such description.
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All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this registration statement (except for any portions of the Registrants current reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding
exhibits thereto not filed with the Commission) and prior to the filing of a post-effective amendment to this Registration Statement indicating 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 or 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.
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 Mesa, State of Arizona, on
June 1, 2023.
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VERRA MOBILITY CORPORATION |
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/s/ David M. Roberts |
David M. Roberts |
Director, President and Chief Executive Officer |
POWER OF ATTORNEY
The officers and directors of Verra Mobility Corporation whose signatures appear below hereby constitute and appoint David M. Roberts, Craig Conti, and Jon
Keyser, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned this Registration Statement on Form
S-8, and any amendment or amendments hereto, and each of the undersigned does hereby ratify and confirm all that each attorney and agent, or his or her substitutes, shall 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 date indicated.
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Signature |
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Capacity in Which Signed |
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/s/ David M. Roberts
David M. Roberts |
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Director, President and Chief Executive Officer (Principal Executive Officer) |
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June 1, 2023 |
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/s/ Craig Conti
Craig Conti |
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Chief Financial Officer
(Principal
Financial and Accounting Officer) |
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June 1, 2023 |
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/s/ Patrick Byrne
Patrick Byrne |
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Director |
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June 1, 2023 |
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/s/ Douglas Davis
Douglas Davis |
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Director |
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June 1, 2023 |
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/s/ Michael Huerta
Michael Huerta |
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Director |
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June 1, 2023 |
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/s/ Sarah Farrell
Sarah Farrell |
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Director |
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June 1, 2023 |
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/s/ John Rexford
John Rexford |
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Director |
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June 1, 2023 |
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/s/ Cynthia Russo
Cynthia Russo |
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Director |
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June 1, 2023 |
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