Securities Registration: Employee Benefit Plan (s-8)
02 March 2023 - 8:28AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 1, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACV Auctions Inc.
(Exact name of Registrant as specified in its
charter)
Delaware |
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47-2415221 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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640 Ellicott Street, #321
Buffalo, New York 14203
(800) 553-4070
(Address of principal executive offices) (Zip
code)
ACV
Auctions Inc. 2021 Equity Incentive Plan
ACV
Auctions Inc. 2021 Employee Stock Purchase Plan
(Full
titles of the plans)
Leanne Fitzgerald
Chief Legal Officer
ACV Auctions Inc.
640 Ellicott Street,
#321
Buffalo, New York 14203
(800)
553-4070
(Name, address and
telephone number, including area code, of agent for service)
Copies to: |
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William Zerella
Chief Financial Officer
ACV Auctions Inc.
640 Ellicott Street, #321
Buffalo, New York 14203
(800) 553-4070
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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 ☒
Non-accelerated filer ☐ |
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Accelerated
filer ☐
Smaller reporting company ☐
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 pursuant to
Section 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, ACV Auctions Inc. (the
“Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”)
to register (i) 7,922,811 additional shares of its Class A common stock under the 2021 Equity Incentive Plan (the “2021 Plan”),
pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares Class A common stock reserved
and available for issuance under the 2021 Plan on January 1, 2023, and (ii) 1,584,562 additional shares of its Class A common stock under
the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing
for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2021 ESPP on January
1, 2023. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by
Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
| ITEM 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the Commission
are incorporated by reference into this Registration Statement:
(a) The contents of the Registrant’s Registration Statement
on Form S-8 (File No 333-255309 ), filed with
the Commission on February 23, 2022.
(b) The Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, filed with the Commission on March 1, 2023.
(c) The description of the Registrant’s Class A common stock
contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with
the Commission on February 28, 2022, including any amendments or reports filed for the purpose of updating such description.
(d) All other reports and documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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) on or after the date of this Registration
Statement and 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.
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 Buffalo, State of New York, on this 1st day of March, 2023.
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ACV AUCTIONS INC. |
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By: |
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Name: |
Leanne Fitzgerald |
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Title: |
Chief Legal Officer |
POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Leanne Fitzgerald and William Zerella and each of them, individually, as
his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place
or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments),
and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, 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 and 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 said attorneys-in-fact and agents or any of them, or his, her 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.
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Signature |
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Title |
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Date |
/s/ George Chamoun |
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George Chamoun
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Chief Executive Officer
and Director
(Principal
Executive Officer)
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3/1/2023 |
/s/ William Zerella |
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William Zerella
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Chief Financial
Officer
(Principal
Financial and Accounting Officer)
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3/1/2023 |
/s/ Kirsten Castillo |
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Kirsten Castillo
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Director |
2/28/2023 |
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/s/ Robert P.
Goodman |
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Robert P.
Goodman
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Director |
2/28/2023 |
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/s/ Brian Hirsch |
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Brian Hirsch
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Director |
2/28/2023 |
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/s/ René
F. Jones |
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René
F. Jones
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Director |
2/28/2023 |
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/s/ Eileen A.
Kamerick |
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Eileen A.
Kamerick
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Director |
2/28/2023 |
/s/ Brian Radecki |
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Brian Radecki
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Director |
2/28/2023 |
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