Table of Contents
As filed with the Securities and Exchange Commission on September 30, 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
Perma-Pipe International Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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36-3922969
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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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24900 Pitkin Road, Suite 309
Spring, Texas 77386
(Address of principal executive offices, including Zip Code)
Perma-Pipe International Holdings, Inc.
2024 Omnibus Stock Incentive Plan
(Full title of the plan)
Matthew Lewicki
Chief Financial Officer
Perma-Pipe International Holdings, Inc.
24900 Pitkin Road, Suite 309
Spring, Texas 77386
(Name and address of agent for service)
(847) 966-1000
(Telephone number, including area code, of agent for service)
Copy to:
David R. Earhart
Gray Reed & McGraw LLP
1601 Elm Street
Suite 4600
Dallas, Texas 75201
(469) 320-6041
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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Accelerated filer ☐ |
| Non-accelerated filer ☒ |
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Smaller reporting company ☒ |
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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. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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*
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Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement:
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a.
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Annual Report on Form 10-K for the year ended January 31, 2024, as filed with the Commission on April 26, 2024, 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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Annual Report on Form 10-K/A for the year ended January 31, 2024, as filed with the Commission on May 31, 2024;
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c.
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Quarterly Reports on Form 10-Q for the quarters ended (i) April 30, 2024, as filed with the Commission on June 13, 2024, and (ii) July 31, 2024, as filed with the Commission on September 11, 2024;
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d.
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Current Reports on Form 8-K as filed with the Commission on April 26, 2024, June 13, 2024, June 21, 2024 and July 29, 2024, but only to the extent that the items therein are specifically stated to be “filed” rather than “furnished” for the purposes of Section 18 of the Exchange Act; and
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e.
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The description of the Company’s common stock contained in the Registration Statement of MFRI, Inc., the Company’s predecessor, on Form 8-A filed on March 13, 1990, and any amendment or report filed for the purpose of updating such description.
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In addition, all documents subsequently filed with the Commission by the Registrant 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 in this Registration Statement and to be a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Item 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. 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. Under no circumstances will any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
You should rely only on the information provided or incorporated by reference in this registration statement or any related prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this registration statement or any related prospectus is accurate as of any date other than the date on the front of the document.
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Item 4.
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Description of Securities.
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Not required to be filed with this Registration Statement.
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Item 5.
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Interests of Named Experts and Counsel.
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Not Applicable
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Item 6.
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Indemnification of Directors and Officers.
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The Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) provides that the Company will indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), which prohibits the Certificate of Incorporation from limiting the liability of its directors for the following:
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any breach of the director’s duty of loyalty to the Company or its stockholders;
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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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unlawful payment of dividends or unlawful stock repurchases or redemptions; and
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any transaction from which the director derived an improper personal benefit.
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If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of the Company’s directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The Certificate of Incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under the DGCL. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws.
Under the Company’s Fifth Amended and Restated Bylaws (the “Bylaws”), the Company is required to indemnify its officers or directors to a greater extent than under the current provisions of the DGCL. The Bylaws generally provide that the Company’s directors and officers will be indemnified against expenses, amounts paid in settlement and judgments, fines, penalties or other amounts incurred with respect to any threatened, pending or completed proceeding, provided that such person did not engage in conduct that constitutes a “Breach of Duty” (as defined in the Bylaws). Breach of Duty generally means that such director or officer breached or failed to perform his or her duties to the Company, and such breach of or failure to perform those duties constituted: (i) a breach of his or her duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) a violation of Section 174 of the DGCL, or (iv) a transaction from which such director or officer derived a material improper direct personal financial profit (unless such profit is determined to be immaterial in light of all the circumstances), as further detailed in the Bylaws. The Bylaws also provide that the Company is required to advance expenses to the Company’s directors and officers as incurred in connection with legal proceedings against them for which they may be indemnified, provided such director or officer supplies the Company with a written certificate stating that he or she believes in good faith that he or she has met the applicable standard of conduct and that he or she will repay such advances in the event it is ultimately determined that such director or officer is not entitled to be indemnified for such amounts.
In addition to the indemnification required in the Certificate of Incorporation and Bylaws, the Company has entered into indemnification agreements with each of its directors and officers. These agreements provide for indemnification against any and all expenses incurred in connection with, as well as any and all judgments, fines and amounts paid in settlement resulting from, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, an “Action”), by reason of the fact that such person is or was the Company’s director or officer, or is or was serving at the Company’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification agreements provide that if any payment, advance or indemnification of the director or officer requires that he or she acted in good faith, in a manner he or she reasonably believed to be for or not opposed to the Company’s best interests or without reasonable cause to believe his or her conduct was unlawful, then it shall be presumed that he or she so acted unless proven otherwise by clear and convincing evidence. The indemnification agreements also provide for the advancement of all expenses, including reasonable attorneys’ fees, arising from the investigation of any claim, preparation for the defense or defense or settlement of an Action. The indemnification agreements authorize the Company to participate in the defense of any action and to assume the defense thereof, with counsel who shall be reasonably satisfactory to the director or officer, provided that the director or officer shall be entitled to separate counsel of his or her choosing if he or she reasonably believes that (i) there exists conflicting interests between himself or herself and the Company or other parties (the defense of whom the Company shall have assumed) or (ii) there is any substantial likelihood that the Company will be financially or legally unable to satisfy its obligations under the indemnification agreement. The indemnification agreements provide that the rights of a director or officer under such contract are not exclusive of any other indemnification rights he or she may have under any provision of law, the Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements or otherwise.
The Company believes that the provisions of the Certificate of Incorporation, Bylaws, and indemnification agreements described above are necessary to attract and retain qualified persons as directors and officers. The Company also maintain directors’ and officers’ liability insurance.
The limitation of liability and indemnification provisions in the Certificate of Incorporation, Bylaws, and indemnification agreements may discourage stockholders from bringing a lawsuit against the directors for breach of their fiduciary duties. Such provisions may also reduce the likelihood of derivative litigation against the Company’s directors and officers, even though an action, if successful, might benefit the Company and its stockholders. A stockholder’s investment may be harmed to the extent the Company pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Company’s directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, the Company has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, and is therefore unenforceable.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
In addition to the exhibits filed or incorporated by reference into subsequent registration statements, the following documents are filed as Exhibits to this Registration Statement:
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and
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(iii)
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To include any material information with respect to the Plan of Distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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Provided, however, that paragraphs (i) and (ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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 Spring, and the State of Texas, on September 30, 2024.
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PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
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By:
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/s/ David Mansfield
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David Mansfield
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Mansfield and Matthew Lewicki, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement and additional registration statements relating to the same offering, and to file the same, with all exhibits thereto, and all 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 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 thereof.
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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Name
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Title
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Date
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/s/ David Mansfield
David Mansfield
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President, Chief Executive Officer
and Director
(Principal Executive Officer)
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September 30, 2024
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/s/ Matthew Lewicki
Matthew Lewicki
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Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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September 30, 2024 |
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/s/ Cynthia Boiter
Cynthia Boiter
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Director
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September 30, 2024 |
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/s/ David B. Brown
David B. Brown
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Director
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September 30, 2024 |
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/s/ Robert McNally
Robert McNally
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Director
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September 30, 2024 |
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/s/ Jerome T. Walker
Jerome T. Walker
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Director and Chairman of the
Board of Directors
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September 30, 2024 |
INDEX TO EXHIBITS
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Perma-Pipe International Holdings, Inc. |
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Date:
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September 30, 2024
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By: /s/ David J. Mansfield
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David J. Mansfield
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President and Chief Executive Officer
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(Principal Executive Officer)
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Date:
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September 30, 2024 |
By: /s/ Matthew E. Lewicki
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Matthew E. Lewicki
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Vice President and Chief Financial Officer
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(Principal Financial and Accounting Officer)
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EXHIBIT 5.1
OPINION OF GRAY REED & MCGRAW LLP
September 30, 2024
Perma-Pipe International Holding, Inc.
24900 Pitkin Road, Suite 309
Spring, Texas 77386
Ladies and Gentlemen:
We have acted as counsel to Perma-Pipe International Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission for the purpose of registering 530,000 shares of the Company’s common stock, $0.01 par value (the “Common Stock”), under the Securities Act of 1933, as amended. The Registration Statement relates to shares of Common Stock that may be issued under the Perma-Pipe International Holdings, Inc. 2024 Omnibus Stock Incentive Plan (the “Plan”).
In connection with this opinion letter, we have reviewed and are familiar with the Company’s Certificate of Incorporation, as amended, and By-laws and such other records and agreements of the Company, certificates or public officials, certificates of officers or other representatives of the Company, and other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. As to various facts material to this opinion letter, we have relied upon statements and representations of the Company and its officers and other representatives and of public officials, set forth in certificates delivered to us, without independently verifying the accuracy of the information contained therein.
Based upon the foregoing, we are of the opinion that the 530,000 shares of Common Stock of the Company which from time to time may be issued under the Plan, including upon the exercise of options, in accordance with appropriate proceedings of the Board of Directors of the Company or a committee thereof, when so issued and sold, in accordance with the provisions of the Plan and related agreements entered into by the Company, will be duly and validly authorized and issued by the Company and fully paid and nonassessable.
The opinion herein is also subject to the following exceptions, limitations and qualifications:
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A.
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The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, and we assume no responsibility as to the applicability or the effect of any other laws or regulations.
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B.
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This opinion letter is as of the date hereof, and we undertake no obligation, and expressly disclaim any obligation, to advise the Company or any other person or entity of any change in any matter set forth herein.
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C.
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This opinion letter is limited to the matters expressly stated, and no opinion other than upon the matters so expressly stated is implied or may be inferred.
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This opinion letter is delivered to the Company solely for use in connection with the Registration Statement and may not be used or relied upon for any other purpose. Accordingly, we assume no professional responsibility to any other person whatsoever, and the opinion expressed herein may not be relied upon, circulated, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, without our prior written consent.
We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within 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 promulgated thereunder.
Respectfully submitted,
GRAY REED & MCGRAW LLP
By: /s/ David R. Earhart
David R. Earhart, Partner
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We issued our report dated April 26, 2024, with respect to the consolidated financial statements of Perma-Pipe International Holdings, Inc., included in the Annual Report on Form 10-K for the year ended January 31, 2024, which are incorporated by reference in the Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.
Houston, Texas
September 30, 2024
Exhibit 23.2
Exhibit 24.1
Exhibit 99.1
EXHIBIT 107
FILING FEE TABLE
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Security Type
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Security Class Title
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Fee Calculation Rule
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Amount Registered(1)
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Proposed Maximum Offering Price
Per Unit
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Maximum Aggregate Offering Price(2)
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Fee Rate
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Amount of Registration Fee(3)
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Equity
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Common Stock, par value $0.01 per share
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Rule 457(c) and(h)
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530,000 |
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$12.27(2) |
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$6,503,100 |
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0.00014760 |
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$959.86 |
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Total Offering Amounts
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$959.86 |
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Total Fees Previously Paid
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— |
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Total Fee Offsets
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— |
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Net Fee Due
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$959.86 |
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Perma-Pipe International Holdings, Inc. (the “Registrant”)’s common stock, par value $0.01 (the “Common Stock”), that become issuable under the Registrant’s 2024 Omnibus Stock Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of outstanding shares of Registrant’s Common Stock.
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(2)
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Pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is calculated as the product of (i) 530,000 shares of Common Stock and (ii) $12.27, the average of the high and low trading prices of the Common Stock on Nasdaq on September 26, 2024 (within five business days prior to the date of this Registration Statement).
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(3)
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Calculated pursuant to Rule 457 of the Securities Act, solely for purposes of calculating the registration fee.
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