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‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
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
ý
Accelerated filer
o
Non-accelerated
filer
o
Smaller reporting company
o
Emerging growth company
o
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 25, 2016, Avantax, Inc. (the “Registrant”) filed a Registration Statement on Form S-8 (File No. 333-211625) (the “2016 Form S-8”) to register 1,000,000 shares of common stock, par value $0.0001 per share, of the Registrant (“Common Stock”) issuable under the Avantax, Inc. 2016 Employee Stock Purchase Plan (the “ESPP”).
On May 21, 2020, the Registrant amended the ESPP to increase the number of shares of Common Stock issuable under the ESPP by 350,000 shares of Common Stock and filed an additional Registration Statement on Form S-8 (File No. 333-238566) (the “2020 Form S-8”) to register such shares, increasing the total number of shares available for issuance under the ESPP in its then-current form to 1,350,000 shares. Pursuant to General Instruction E of Form S-8, the contents of the 2016 Form S-8 and the 2020 Form S-8 are each incorporated by reference herein to the extent
not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein.
On March 23, 2023, the Registrant’s board of directors adopted, subject to stockholder approval, a further amendment to the ESPP (the “2023 Amendment”) to increase the total number of shares of Common Stock issuable under the ESPP by an additional 500,000 shares to a total of 1,850,000 shares. On May 4, 2023, at the Registrant’s 2023 annual meeting of stockholders (the “Annual Meeting”),
a majority of the Registrant’s stockholders present in person or by proxy and entitled to vote on such matter at the Annual Meeting voted to approve the 2023 Amendment, and the 2023 Amendment became effective. This Registration Statement is being filed to register such additional 500,000 shares of Common Stock issuable under the ESPP.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not filed as part of this Registration Statement pursuant to the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). Documents containing the information required by Part
I of the Registration Statement will be sent or given to plan participants as specified by Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(4) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A/A, filed with the Commission on June 5, 2009, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including any amendment or report for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement 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 into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).
Any statement contained herein or in an Incorporated Document 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 Incorporated Document 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.
Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the
Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant has furnished, or may from time to time furnish, to the Commission is, or will be, incorporated by reference into, or otherwise included in, this Registration Statement.
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 the City of Dallas, State of Texas, on May 8, 2023.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher W. Walters and Tabitha Bailey, or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of
substitution for him or her in any and all capacities, to sign any 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 Commission, granting unto said attorneys-in-fact and agents, or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, 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 either of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
