As filed with the Securities and Exchange Commission
on December 20, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
EVI INDUSTRIES, INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
11-2014231 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
4500 Biscayne Blvd., Suite 340
Miami, Florida |
|
33137 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
EVI Industries, Inc. 2015 Equity Incentive Plan
(Full title of the
plan)
Henry M. Nahmad
Chairman, Chief Executive Officer and President
EVI Industries, Inc.
4500 Biscayne Blvd., Suite 340
Miami, Florida 33137
(Name and address
of agent for service)
(305) 402-9300
(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.
| ☐ Large accelerated filer |
☒ Accelerated filer |
| ☐ Non-accelerated filer (Do not check if a smaller
reporting company) |
☒ 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. ☐
Explanatory Note
At the 2024 Annual Meeting of Stockholders of EVI
Industries, Inc. (the “Company”), the Company’s shareholders approved an amendment of the EVI
Industries, Inc. 2015 Equity Incentive Plan, as amended (the “Plan”), which, among other things, increased the
number of shares of the Company’s Common Stock authorized for issuance pursuant to awards granted under the Plan from 3,000,000
shares to 3,500,000 shares. The Company is filing this Registration Statement to register the additional 500,000 shares of its Common
Stock authorized for issuance pursuant to awards granted under the Plan as a result of the amendment.
The shares registered hereunder are of the same class
as those registered under the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the
“Commission”) on November 18, 2015 (Registration No. 333-208082) and December 23, 2020 (Registration No. 333-251640) (the
“Plan Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Plan Registration Statements
are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
Part I
INFORMATION REQUIRED
IN THE SECTION 10(A) PROSPECTUS
The information required
by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended,
and the introductory note to Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed by the Company
with the Commission are incorporated herein by reference:
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment 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
into this Registration Statement and to be a part hereof from the date of filing of such 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 other subsequently filed document which 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.
The following exhibits are filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, 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 Miami, State of Florida, on December 20, 2024.
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EVI INDUSTRIES, INC. |
| |
|
|
| |
|
|
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By: |
/s/ Henry M. Nahmad |
| |
|
Henry M. Nahmad, |
| |
|
Chairman, Chief Executive Officer and
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Henry M. Nahmad and Robert H. Lazar, and each of them acting alone, his true
and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities,
to execute 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 Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and necessary to be done, 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 their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
TITLE |
DATE |
| |
|
|
| /s/ Henry M. Nahmad |
Chairman, Chief Executive Officer |
December 20, 2024 |
| Henry M. Nahmad |
and President |
|
| |
|
|
| /s/ Robert H. Lazar |
Chief Financial Officer and Chief |
December 20, 2024 |
| Robert H. Lazar |
Accounting Officer |
|
| |
|
|
| /s/ Dennis Mack |
Director |
December 20, 2024 |
| Dennis Mack |
|
|
| |
|
|
| /s/ David Blyer |
Director |
December 20, 2024 |
| David Blyer |
|
|
| |
|
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| /s/ Glen Kruger |
Director |
December 20, 2024 |
| Glen Kruger |
|
|
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|
|
| SIGNATURE |
TITLE |
DATE |
| |
|
|
| /s/ Timothy P. LaMacchia |
Director |
December 20, 2024 |
| Timothy P. LaMacchia |
|
|
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|
/s/ Hal M. Lucas |
Director |
December 20, 2024 |
| Hal M. Lucas |
|
|
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|
|
Museum Tower
150 West Flagler Street, Suite
2200
Miami, FL 33130
(305) 789-3200
stearnsweaver.com
December 20, 2024
EVI Industries, Inc.
4500 Biscayne Blvd., Suite 340
Miami, Florida 33137
| |
Re: |
EVI Industries, Inc. Registration Statement on Form S-8 |
Gentlemen:
We have acted as counsel
to EVI Industries, Inc., a Delaware corporation (the “Company”), with respect to the preparation and filing with the Securities
and Exchange Commission on or about the date hereof of a Registration Statement on Form S-8 (the “Registration Statement”)
to register an additional 500,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.025 per share, issuable
pursuant to the EVI Industries, Inc. 2015 Equity Incentive Plan, as amended (the “Plan”).
In connection with our opinion,
we have examined the Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission, the
Plan, the Company’s Certificate of Incorporation, as amended, and Amended and Restated Bylaws, certain resolutions adopted by the
Company’s Board of Directors, as well as such other documents and proceedings as we have considered necessary for the purposes of
this opinion. We have also examined and are familiar with the proceedings taken by the Company to authorize the issuance of the Shares.
In rendering this opinion,
we have undertaken no independent review of the operations of the Company. Instead, we have relied solely upon the documents described
above. In examining such documents, we have assumed, without independent investigation (i) the authenticity of all documents submitted
to us as originals, (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies,
(iii) the authenticity of the originals of such latter documents and (iv) that actual information supplied to us was accurate,
true and complete. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon the accuracy of
(a) all representations and warranties submitted to us for purposes of rendering the opinion and (b) factual recitals made in
the resolutions adopted by the Company’s Board of Directors.
Based upon and subject to
the foregoing qualifications, assumptions and limitations, and the further limitations set forth below, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Shares registered under the Registration Statement and issuable in accordance with
the Plan will, if and when issued and delivered by the Company against payment of adequate consideration therefor in accordance with the
terms and conditions of the Plan (including, where applicable, upon the satisfaction of any vesting conditions or lapse of any forfeiture
restrictions and the achievement of applicable performance goals), be validly issued, fully paid and non-assessable.
We express no opinion as
to the federal securities laws or the “blue sky” laws of any state or jurisdiction. This opinion letter is limited to the
specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion letter is
given as of the date hereof, and we do not undertake any liability or responsibility to inform you of any change in circumstances occurring,
or additional information becoming available to us, after the date hereof that might alter the opinion contained herein.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities
and Exchange Commission.
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Very truly yours, |
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|
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/s/ STEARNS WEAVER MILLER WEISSLER |
| |
ALHADEFF & SITTERSON, P.A. |
Consent of Independent Registered Public Accounting
Firm
We hereby consent to the incorporation by reference
in this Registration Statement of our reports dated September 12, 2024, relating to the consolidated financial statements, and the effectiveness
of internal control over financial reporting, of EVI Industries, Inc. (the Company) appearing in the Company’s Annual Report on
Form 10-K for the fiscal year ended June 30, 2024.
/s/ BDO USA, P.C.
BDO USA, P.C.
Miami, Florida
December 20, 2024
BDO USA, P.C., a Virginia professional corporation,
is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of
independent member firms.
BDO is the brand name for the BDO network and
for each of the BDO Member Firms.
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
EVI Industries, Inc.
(Exact name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security Class Title |
Fee Calculation
Rule |
Amount
Registered (1) |
Proposed
Maximum
Offering Price
Per Share (2) |
Maximum
Aggregate Offering Price |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Common Stock, par
value $0.025 per
share |
Rule 457(c) and (h) |
500,000 shares |
$18.15 |
$9,075,000 |
$0.00015310 |
$1,389.38 |
| Total Offering Amounts |
|
|
|
$1,389.38 |
| Total Fee Offsets |
|
|
|
- |
| Net Fee Due |
|
|
|
$1,389.38 |
| (1) | Pursuant to Rule 416 under 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 which may become issuable under
the EVI Industries, Inc. 2015 Equity Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization or any
other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of
the registrant’s Common Stock. |
| (2) | Estimated solely for purposes of calculating the registration fee based on the average of the high and
low prices of the registrant’s Common Stock on the NYSE American on December 17, 2024. |
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