Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33 Filing Table of Contents
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CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered (1)
Proposed
Maximum
Offering
Price Per Share
Proposed
Maximum Aggregate Offering Price
Amount of Registration Fee
Alarm.com Holdings, Inc. 2015 Equity Incentive Plan
Common Stock, $0.01 par value per share
1,237,090 shares (2)
$91.40 (3)
$113,070,026 (3)
$12,335.94 (3)
(1)
Pursuant to Rule 416(a)
of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2)
Represents shares of Common Stock that were added to the shares authorized for issuance under the Alarm.com Holdings, Inc. 2015 Equity Incentive Plan (the “2015 EIP”) on January 1, 2021 pursuant to an “evergreen” provision contained in the 2015 EIP.
(3)
Estimated
in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $91.40, the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on February 23, 2021.
EXPLANATORY
NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional 1,237,090 shares of common stock of Alarm.com Holdings, Inc. (the “Registrant”) issuable pursuant to the Alarm.com Holdings, Inc. 2015 Equity Incentive Plan (the “2015 EIP”). These additional shares of Common Stock are securities of the same class as other securities for which an original registration statement on Form S-8 (File No. 333-205245) was filed with the Securities and Exchange Commission (the “Commission”) on June 26, 2015. Accordingly, the contents of the
Registrant’s registration statements on Form S-8 filed with the Commission on June 26, 2015 (File No. 333-205245), February 29, 2016 (File No. 333-209829) and March 16, 2017 (File No. 333-216728) are incorporated by reference
into this Registration Statement pursuant to General Instruction E of Form S-8. These additional shares of common stock have become reserved for issuance as a result of the operation of the “evergreen” provision in the 2015 EIP, which provides that the total number of shares subject to such plan may be increased each year pursuant to a specified formula.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant is subject to the informational and reporting requirements of Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the “Commission”). The following documents filed by the Registrant with the Commission pursuant to the Exchange Act are incorporated by reference in this Registration Statement:
(c)The Registrant’s description of its common stock contained in Exhibit 4.5 to its Annual Report on Form 10-K filed with the Commission on February 25,
2021, including any amendment or report filed for the purpose of updating such description.
All documents, reports and definitive proxy or information statements filed pursuant to Section 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 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 date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are 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 herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Tysons, Commonwealth of Virginia, on February 25, 2021.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen
Trundle and Steve Valenzuela, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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, and each of them, full power and authority to do and perform each and every act and thing requisite or 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 each of said attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, 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 date indicated.
