SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Goosehead Insurance, Inc. – ‘S-8’ on 5/13/20

On:  Wednesday, 5/13/20, at 5:04pm ET   ·   Effective:  5/13/20   ·   Accession #:  950103-20-9485   ·   File #:  333-238237

Previous ‘S-8’:  ‘S-8’ on 6/17/19   ·   Next:  ‘S-8’ on 3/23/21   ·   Latest:  ‘S-8’ on 3/14/24   ·   2 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/13/20  Goosehead Insurance, Inc.         S-8         5/13/20    3:60K                                    Davis Polk & … LLP 01/FA

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML     29K 
                Employees Pursuant to an Employee Benefit Plan                   
 2: EX-5        Opinion of Counsel re: Legality                     HTML      9K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      5K 


‘S-8’   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 

As filed with the Securities and Exchange Commission on May 13, 2020

Registration No. 333-__________

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933


GOOSEHEAD INSURANCE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   82-3886022
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 

1500 Solana Blvd

Building 4, Suite 4500

Westlake, TX 76262

(214) 838-5500

 
(Address of Principal Executive Offices, Including Zip Code)
 

Goosehead Insurance, Inc. Amended and Restated Omnibus Incentive Plan

Goosehead Insurance, Inc. Employee Stock Purchase Plan

     
 

P. Ryan Langston

Vice President and General Counsel

1500 Solana Blvd

Building 4, Suite 4500

Westlake, TX 76262

(214) 838-5500

   
(Name, address and telephone number, including area code, of agent for service)  
           

With a copy to:
 

Richard D. Truesdell, Jr.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

 

 

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   (Do not check if a smaller reporting company) ¨ Smaller reporting company ý
   
  Emerging growth company ý

  

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
Title of Each Class of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price per Share (2) Proposed Maximum Aggregate Offering Price Amount of
Registration Fee (3)
Class A Common Stock, par value $0.01 per share        
 - Goosehead Insurance, Inc. Amended and Restated Omnibus Incentive Plan 1,000,000 $57.74 $57,740,000 $7,494.65
 - Goosehead Insurance, Inc. Employee Stock Purchase Plan 10,000 $57.74 $577,400 $74.95
Total 1,010,000   $58,317,400 $7,569.60

(1)This Registration Statement on Form S-8 (this “Registration Statement”) covers shares of Class A common stock, $0.01 par value per share (“Class A Common Stock”), of Goosehead Insurance, Inc. (the “Company” or “Registrant”) (i) authorized for issuance under the Goosehead Insurance, Inc. Amended and Restated Omnibus Incentive Plan (the “Omnibus Plan”) and the Goosehead Insurance, Inc. Employee Stock Purchase Plan (the “ESPP”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Class A Common Stock that may become issuable under the Omnibus Plan or the ESPP by reason of any stock dividend, stock split or other similar transaction.

(2)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high ($59.21) and low ($56.27) prices of the Registrant's Class A Common Stock as reported on the NASDAQ Global Select Market on May 6, 2020.

(3)Rounded up to the nearest penny.

 


 C: 
 
 

EXPLANATORY NOTE

 

This Registration Statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering an additional 1,010,000 shares of Class A Common Stock that are issuable at any time or from time to time under the Omnibus Plan or the ESPP, as applicable. Pursuant to General Instruction E, the contents of the Registration Statement on Form S-8 filed for each of the Omnibus Plan (Registration No. 333-224468) and the ESPP (Registration No. 333-224470) with the Securities and Exchange Commission (the “Commission”) on April 26, 2018, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as supplemented by the information set forth below.

 

PART I

 

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I will be delivered to the participants in the Omnibus Plan and/or the ESPP, as applicable, as required by Rule 428(b)(1).

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents are incorporated herein by reference:

 

(a)       The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "Annual Report"), filed with the Commission on March 16, 2020 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

(b)       All reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act  (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and

 

(c)       The description of the Registrant’s capital stock which is contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-38466), dated April 24, 2018, including any amendments or supplements thereto.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 C: 
 
 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit Number  
5 Opinion of Davis Polk & Wardwell LLP (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed herewith)
23.2 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5)
99.1 Registrant’s Amended and Restated Omnibus Incentive Plan (incorporated by reference from Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 12, 2019)
99.2 Registrant’s Employee Stock Purchase Plan (incorporated by reference from Exhibit 99 to the Registrant’s Registration Statement on Form S-8 filed on April 26, 2018)

 

 C: 
 
 

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 the City of Westlake, State of Texas on the 13th day of May, 2020.

 

  GOOSEHEAD INSURANCE, INC.
   
   
  By:             /s/ Mark E. Jones  
    Name: Mark E. Jones
    Title: Chairman, Director and Chief Executive Officer

 

 C: 
 
 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Mark E. Jones, Michael C. Colby, Mark S. Colby and P. Ryan Langston, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable Goosehead Insurance, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of one or more registration statements on Form S-8 under the Securities Act of 1933, as amended, including, specifically, but without limitation, power and authority to sign the name of the undersigned to any such registration statement, and any amendments to any such registration statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature Title Date
     
/s/ Mark E. Jones Chairman, Director and Chief Executive Officer
(principal executive officer)
May 13, 2020
Mark E. Jones
     
/s/ Mark S. Colby Chief Financial Officer
(principal financial officer and principal accounting officer)
May 13, 2020
Mark S. Colby
     
/s/ Robyn Jones Vice Chairman and Director May 13, 2020
Robyn Jones
     
/s/ Peter Lane Director May 13, 2020
Peter Lane
     
/s/ Mark Miller Director May 13, 2020
Mark Miller
     
/s/ James Reid Director May 13, 2020
James Reid

 

 C: 
 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing    Date    Other Filings
Filed on / Effective on:5/13/204
5/6/204
3/16/2010-K
12/31/1910-K,  5,  DEF 14A
4/26/183,  4,  8-K,  EFFECT,  S-8
4/24/188-A12B,  CORRESP
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  Goosehead Insurance, Inc.         S-8         3/14/24    4:96K
 3/23/21  Goosehead Insurance, Inc.         S-8         3/23/21    3:62K
Top
Filing Submission 0000950103-20-009485   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Sat., Apr. 20, 7:38:59.1am ET