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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/18/23 1847 Holdings LLC S-8 5/18/23 5:106K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 59K
Employee Benefit Plan
2: EX-5.1 Opinion of Bevilacqua Pllc as to the Legality of HTML 15K
the Shares
3: EX-23.1 Consent of Sadler, Gibb & Associates, LLC HTML 5K
4: EX-23.2 Consent of Frank, Rimerman + Co. LLP HTML 5K
5: EX-FILING FEES Filing Fee Table HTML 14K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Power of Attorney (included on the signature page of this registration statement) | ||||
As filed with the Securities and Exchange Commission on May 18, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
| 1847 HOLDINGS LLC |
| (Exact name of registrant as specified in its charter) |
| Delaware | 38-3922937 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 590 Madison Avenue, 21st Floor, New York, NY | 10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| 2023 EQUITY INCENTIVE PLAN |
| (Full title of the plan) |
|
Ellery W. Roberts 590 Madison Avenue, 21st Floor, (212) 417-9800 Copies to:
Louis A. Bevilacqua, Esq. BEVILACQUA PLLC 1050 Connecticut Ave., N.W., Suite 500 (202) 869-0888 |
| (Name, address 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, 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. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
1847 Holdings LLC (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
| (1) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Commission on April 11, 2023; | |
| (2) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 with the Commission on May 16, 2023; | |
| (3) | The Registrant’s Current Reports on Form 8-K filed with the Commission on January 9, 2023, February 9, 2023, February 13, 2023, February 24, 2023, February 28, 2023, March 10, 2023, April 5, 2023, April 27, 2023 and May 15, 2023; | |
| (4) | The Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 11, 2023; and | |
| (5) | The description of the Registrant’s common shares contained in Exhibit 4.1 to its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Commission on April 11, 2023, including any amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
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 subsequently filed document which also 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
As of the date of this Registration Statement, Bevilacqua PLLC owns 285,067 common shares and Louis A. Bevilacqua, the managing member of Bevilacqua PLLC, owns 84,375 common shares, collectively representing approximately 5.67% of the Registrant’s outstanding common shares. Mr. Bevilacqua also owns approximately 9% of 1847 Partners Class A Member LLC and 10% of 1847 Partners Class B Member LLC. Mr. Bevilacqua received these securities as partial consideration for legal services previously provided to the Registrant.
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Item 6. Indemnification of Directors and Officers.
Certain provisions of the Registrant’s operating agreement are intended to be consistent with Section 145 of the General Corporation Law of the State of Delaware, which provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceedings to which he is, or is threatened to be made, a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceedings, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.
The operating agreement includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:
| ● | for any breach of the director’s duty of loyalty to the Registrant or its shareholders; |
| ● | for acts or omissions not in good faith or a knowing violation of law; |
| ● | regarding unlawful distributions and interest purchases analogous to Section 174 of the General Corporation Law of the State of Delaware; or |
| ● | for any transaction from which the director derived an improper benefit. |
The operating agreement provides that:
| ● | the Registrant must indemnify its directors and officers to the equivalent extent permitted by General Corporation Law of the State of Delaware; |
| ● | the Registrant may indemnify its other employees and agents to the same extent that it indemnifies its officers and directors, unless otherwise determined by the board of directors; and |
| ● | the Registrant must advance expenses, as incurred, to directors and executive officers in connection with a legal proceeding to the extent permitted by Delaware law and may advance expenses as incurred to other employees and agents, unless otherwise determined by the board of directors. |
The indemnification provisions contained in the operating agreement are not exclusive of any other rights to which a person may be entitled by law, agreement, vote of shareholders or disinterested directors or otherwise.
In addition, the Registrant has entered into indemnification agreements with each of its executive officers and directors, pursuant to which it has agreed to indemnify them to the fullest extent permitted by law. Under the indemnification agreements, the Registrant has agreed to advance all expenses incurred by or on behalf of the independent directors in connection with any proceeding within thirty (30) days after the receipt by the Registrant of a statement requesting such advance, whether prior to or after final disposition of such proceeding.
The Registrant also has insurance on behalf of its directors and executive officers and certain other persons insuring them against any liability asserted against them in their respective capacities or arising out of such status.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant under the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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 this 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 this 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 and 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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) To include any additional or changed material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement;
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provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above 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 Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this 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 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 this 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.
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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 New York, State of New York, on May 18, 2023.
| 1847 HOLDINGS, LLC. | ||
| By: | /s/ Ellery W. Roberts | |
| Ellery W. Roberts Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints each of Ellery W. Roberts and Vernice L. Howard as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and to file a new registration statement under Rule 461, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to 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 agents, or their 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 by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Ellery W. Roberts | Chairman and Chief Executive Officer |
May 18, 2023 | ||
| Ellery W. Roberts | (principal executive officer) | |||
| /s/ Vernice L. Howard | Chief Financial Officer |
May 18, 2023 | ||
| Vernice L. Howard | (principal financial and accounting officer) | |||
| /s/ Robert D. Barry | Director | May 18, 2023 | ||
| Robert D. Barry | ||||
| /s/ Clark R. Crosnoe | Director | May 18, 2023 | ||
| Clark R. Crosnoe | ||||
| /s/ Paul A. Froning | Director | May 18, 2023 | ||
| Paul A. Froning | ||||
| /s/ Tracy S. Harris | Director | May 18, 2023 | ||
| Tracy S. Harris | ||||
| /s/ Lawrence X. Taylor | Director | May 18, 2023 | ||
| Lawrence X. Taylor |
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| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 5/18/23 | S-1 | ||
| 5/16/23 | 10-Q, NT 10-Q | |||
| 4/11/23 | 10-K, DEF 14A | |||
| 3/31/23 | 10-Q, 8-K, NT 10-K, NT 10-Q | |||
| 12/31/22 | 10-K, NT 10-K | |||
| List all Filings | ||||