Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
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‘S-8’ — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan Document Table of Contents
(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 definition of “large accelerated filer,”“accelerated filer,”“smaller reporting company” and “emerging growth company” in in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¬
Accelerated filer
x
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. ¬
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
Common Stock, $0.01 par value per share
500,000 shares (2)
$33.20 (3)
$16,600,000
$2,011.92
(1)
This
Registration Statement also includes such additional number of shares of DXP Enterprises Inc. common stock, par value $0.01 (“Common Stock”), issuable under the DXP Enterprises Inc. 2016 Omnibus Incentive Plan, as amended (the “2016 Plan”), as may be required in the event of a stock split, stock dividend or similar transaction in accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).
(2)
Represents 500,000 additional shares of Common Stock reserved for future issuances under the 2016 Plan.
(3)
Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, based upon the average
of the high and low prices of Common Stock on August 19, 2019, as reported on the NASDAQ Global Select Market, of $33.20.
EXPLANATORY NOTE
On June 19, 2019, at the 2019 Annual Meeting of Shareholders of DXP Enterprises Inc. (the “Company”), the Company’s shareholders approved an amendment (the “Amendment”) to the DXP Enterprises Inc. 2016 Omnibus Incentive Plan, as amended (the “Plan”). The Amendment provides that an additional 500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”)
may be issued under the Plan (the “Additional Shares”).
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by the Company to register the Additional Shares. These shares are in addition to the 500,000 shares of Common Stock, that may be issued under the Plan pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-213226) filed with the Securities and Exchange Commission (the “SEC”) on August 19, 2016, (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended
(the “Securities Act”), the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement, except to the extent supplemented, amended and superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE 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 Houston, State of Texas, on August 22, 2019.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, the undersigned officers and directors of DXP Enterprises Inc., hereby severally constitute and appoint David R. Little and Kent Yee, and each of them singly (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their 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 dates indicated.
