ALOT AstroNova Inc

As filed with the Securities and Exchange Commission on September 22, 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

AstroNova, Inc.

(Exact name of registrant as specified in its charter)

600 East Greenwich Avenue, West Warwick, Rhode Island, 02893

(Address of principal executive offices)

AstroNova, Inc. 2018 Equity Incentive Plan

(Full title of the plan(s))

Gregory A. Woods

Chief Executive Officer

AstroNova, Inc.

600 East Greenwich Avenue

West Warwick, Rhode Island, 02893

(Name and address of agent for service)

(401) 828-4000

(Telephone number, including area code, of agent for service)

Copies to:

Peter M. Rosenblum, Esq.

Daniel S. Clevenger, Esq.

Foley Hoag LLP

Seaport West

155 Seaport Boulevard

Boston, Massachusetts 02210

Telephone: (617) 832-1000

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.

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 Securities Act. ☐

Explanatory Note

This registration statement relates to the registration of an additional 600,000 shares of common stock issuable pursuant to the AstroNova, Inc. 2018 Equity Incentive Plan, as amended through June 6, 2023 (the “2018 Plan”), following the amendment to the 2018 Plan that was approved by our stockholders at our annual meeting on June 6, 2023. Pursuant to General Instruction E to Form S-8, we incorporate by reference into this registration statement the contents of our registration statements on Form S-8 (File Nos. 333-225404 and 333-231953) filed with the Securities and Exchange Commission (the “Commission”) on June 4, 2018 relating to the registration of 650,000 shares for issuance under the 2018 Plan and June 4, 2019 relating to the registration of an additional 300,000 shares for issuance under the 2018 Plan. The Form S-8 filed on June 4, 2018 (File No. 333-225404) also registered for issuance under the 2018 Plan an additional number of shares (not to exceed 821,637) equal to the number of shares then subject to outstanding awards under the AstroNova, Inc. 2015 Equity Incentive Plan that have subsequently been or hereafter are forfeited, cancelled, reacquired by us or terminated and that, had such awards been issued under the 2018 Plan, would have been available for future grants.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

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 Town of West Warwick, Rhode Island, as of September 22, 2023.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Gregory A. Woods and David S. Smith as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s 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 all documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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.

Exhibit 5.1

		Seaport West         155 Seaport Boulevard    Boston, MA 02210-2600    617 832 1000 main     617 832 7000 fax

September 22, 2023

AstroNova, Inc.

600 East Greenwich Avenue

West Warwick, RI 02893

Ladies and Gentlemen:

We are familiar with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by AstroNova, Inc., a Rhode Island corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof. The Registration Statement relates to the offer and sale by the Company of up to 600,000 shares (the “Shares”) of its common stock, par value $0.05 per share (“Common Stock”), issuable under the Company’s 2018 Equity and Incentive Plan (as amended through June 6, 2023, the “2018 Plan”).

In arriving at the opinions expressed below, we have examined the Articles of Incorporation and By-Laws of the Company, the records of meetings and consents of the Company’s Board of Directors, and the 2018 Plan, each as provided to us by the Company.

In addition, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We have also made such investigations of law as we have deemed appropriate as a basis for the opinions expressed below.

We have assumed that the Company will continue to have sufficient authorized, unissued and otherwise unreserved shares of Common Stock available for issuance at the time of each issuance of the Shares pursuant to the 2018 Plan. We have also assumed that the purchase price or other consideration to be received by the Company for the Shares will be valid consideration equal to or in excess of the par value thereof.

AstroNova, Inc.

September 22, 2023

Page 2

In rendering the opinions expressed below, we express no opinion other than as to the Rhode Island Business Corporation Act and applicable provisions of the Rhode Island Constitution.

On the basis of the foregoing, it is our opinion that the Shares, when issued and delivered in accordance with the applicable terms of the 2018 Plan and the written instruments issued pursuant to the 2018 Plan against the Company’s receipt of the purchase price or other consideration identified therein, will be validly issued, fully paid and non-assessable.

This opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

This opinion is being delivered solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion may not be used, quoted, relied upon or referred to for any other purpose, nor may it be used, quoted, relied upon or referred to by any other person, for any purpose, without our prior written consent.

This opinion is based upon currently existing statutes, rules and regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion letter shall be interpreted in accordance with the Core Opinion Principles jointly issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section and the Working Group on Legal Opinions Foundation as published in 74 Business Lawyer 815 (2019).

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of AstroNova, Inc. of our report dated April 17, 2023, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of AstroNova, Inc., appearing in the Annual Report on Form 10-K of AstroNova, Inc. for the year ended January 31, 2023.

EXHIBIT 107

Calculation Of Filing Fee Tables

Form S-8

(Form Type)

AstroNova, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities