Post-effective Amendment to an S-8 Filing (s-8 Pos)
11 Fevereiro 2022 - 11:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on February 11, 2022
Registration No. 333-252886
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
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Florida
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47-2482414
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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200 W. Forsyth St., 7th Floor
Jacksonville, FL
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32202
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(Address of Principal
Executive Offices)
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(Zip Code)
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Patriot Transportation Holding, Inc. 2014 Equity
Incentive Plan
(Full title of the plan)
Robert E. Sandlin
President & Chief Executive Officer
200 W. Forsyth St.
7th Floor
Jacksonville, FL 32202
(904) 396-5733
Copies to:
Daniel B. Nunn, Jr.
Nelson Mullins
50 North Laura Street, 41st Floor
Jacksonville, FL 32202
daniel.nunn@nelsonmullins.com
(Name and address of agent for service)
(904) 665- 3601
(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.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Emerging growth company ☐
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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
This Post-Effective Amendment No. 1 (“Amendment”)
to Registration Statement on Form S-8 is being filed by Patriot Transportation Holding, Inc. (“Registrant”) solely
to correct clerical errors contained in the Third Amendment to the Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (“Third
Amendment”) that was filed as Exhibit 4.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-252886) filed with the Securities Exchange Commission (“Commission”) on February
9, 2021 (“Registration Statement”). The corrected Third Amendment is filed as Exhibit 4.7 to this Amendment.
In connection with the extraordinary dividend of $3.00
per share that was paid on December 30, 2020 to the Registrant’s shareholders of record as of the close of business on December
17, 2020, and pursuant to the Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (“Plan”), the Board of
Directors (i) adjusted certain awards under the Plan to preserve the economic intent of such awards, and (ii) authorized additional shares
of Registrant’s Common Stock (“Shares”) to be available for the grant of awards under the Plan to reflect such
adjustments. The Third Amendment that was filed with the Registration Statement understated the number of additional Shares authorized
under the Plan (and the adjusted aggregate number of Shares subject to the Plan) by 41,725, which Shares reflect the adjustment to a stock
appreciation right award that is payable in cash upon exercise. The Third Amendment filed herewith correctly states the number of additional
Shares authorized under the Plan in connection with such award adjustments (189,792) and the adjusted aggregate number of Shares subject
to the Plan following such adjustments (940,951). The 41,725 Shares underlying the stock appreciation right adjustment will remain unregistered.
Except as described herein, this Post-Effective Amendment
No. 1 does not update, amend or modify any other information, statement or disclosure contained in the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Pursuant to General Instruction E of Form S-8 regarding
Registration of Additional Securities, the contents of the Registration Statement on Form S-8 filed with the Commission on January 30,
2015 (File No. 333-201792) are hereby
incorporated by reference in this Registration Statement to the extent not replaced hereby.
The following documents are hereby incorporated by reference into this
Registration Statement:
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a.
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The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 2021, filed with the Commission on December 14, 2021 (File
No. 001-36605) pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
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b.
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All other reports filed with the Commission 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, including the Company’s
Current Report on Forms 8-K filed with the Commission on October 8, 2021 (File
No. 001-36605), October 19, 2021 (File
No. 001-36605), and December 2, 2021 (File
No. 001-36605), and the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 10, 2022 (File No. 001-36605).
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c.
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The description of the Registrant’s common stock contained in its Information Statement, filed as Exhibit 99.1 to the Registrant’s Form 10 filed with the Commission on August 22, 2014 (File No. 001-36605) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
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All other reports and documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item
2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from
the date of the filing of such reports and documents.
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
that 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 8. EXHIBITS
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Exhibit No.
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Exhibit
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4.1
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Third Amended and Restated Articles of Incorporation of Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on February 9, 2021, File No. 001-36605)
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4.2
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Amended and Restated Bylaws of Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Commission on February 4, 2021, File No. 001-36605)
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4.3
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Form of Specimen Certificate for Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-8 filed with the Commission on January 30, 2015, File No. 333-201792)
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4.4
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Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to the Company’s Registration Statement on Form 10 filed with the Commission on October 2, 2014, File No. 001-36605)
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4.5
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First Amendment to the Patriot Transportation Holding, Inc, 2014 Equity Incentive Plan (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 13, 2019, File No. 333-231421)
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4.6
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Second Amendment to Patriot Transportation Holding, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 4.6 of the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed with the Commission on February 11, 2022, File No. 333-238294)
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4.7*
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Third Amendment to Patriot Transportation Holding, Inc. Equity Incentive Plan
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5.1
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Opinion and consent of Nelson Mullins Riley & Scarborough LLP (incorporated by reference to Exhibit 5.1 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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23.1*
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Consent of Hancock Askew & Co., LLC, Independent Registered Public Accounting Firm
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23.2
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Consent of Nelson Mullins Riley & Scarborough LLP (incorporated by reference to Exhibits 5.1 and 23.2 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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24.1
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Power of Attorney (contained in the signature page of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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* Filed herewith
SIGNATURES
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 Jacksonville, State of Florida effective this 11th day of February 2022.
PATRIOT TRANSPORTATION HOLDING, INC.
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By: /s/Robert E. Sandlin
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Robert E. Sandlin
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President & Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities indicated effective this 11th day of February 2022.
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Signature
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Title
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/s/Robert E. Sandlin
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President, Chief Executive Officer and Director
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Robert E. Sandlin
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(Principal Executive Officer)
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EXHIBIT INDEX
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Exhibit No.
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Exhibit
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4.1
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Third Amended and Restated Articles of Incorporation of Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on February 9, 2021, File No. 001-36605)
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4.2
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Amended and Restated Bylaws of Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Commission on February 4, 2021, File No. 001-36605)
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4.3
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Form of Specimen Certificate for Patriot Transportation Holding, Inc. (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-8 filed with the Commission on January 30, 2015, File No. 333-201792)
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4.4
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Patriot Transportation Holding, Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to the Company’s Registration Statement on Form 10 filed with the Commission on October 2, 2014, File No. 001-36605)
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4.5
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First Amendment to the Patriot Transportation Holding, Inc, 2014 Equity Incentive Plan (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 13, 2019, File No. 333-231421)
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4.6
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Second Amendment to Patriot Transportation Holding, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 4.6 of the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed with the Commission on February 11, 2022, File No. 333-238294)
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4.7*
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Third Amendment to Patriot Transportation Holding, Inc. Equity Incentive Plan
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5.1
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Opinion and consent of Nelson Mullins Riley & Scarborough LLP (incorporated by reference to Exhibit 5.1 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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23.1*
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Consent of Hancock Askew & Co., LLC, Independent Registered Public Accounting Firm
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23.2
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Consent of Nelson Mullins Riley & Scarborough LLP (incorporated by reference to Exhibits 5.1 and 23.2 of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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24.1
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Power of Attorney (contained in the signature page of the Company’s Registration Statement on Form S-8 filed with the Commission on May 15, 2020, File No. 333-238294)
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* Filed herewith
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