Blueprint
As filed with the Securities and Exchange Commission on January 16,
2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION OF SECURITIES
UNDER
THE SECURITIES ACT OF 1933
General Finance Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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32-0163571
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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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39 East Union Street
Pasadena, CA
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91103
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(Address of Principal Executive Offices)
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(Zip Code)
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General Finance Corporation Amended and Restated 2014 Stock
Incentive Plan
(Full title of the plan)
Jody E. Miller
Director, Chief Executive Officer & President
General Finance Corporation
39 East Union Street
Pasadena, California 91103
(Name and address of agent for service)
(626) 204-6308
(Telephone number, Including area code, of agent for
service)
Copies to:
Christopher A. Wilson, Esq.
General Counsel, Vice President & Secretary
General Finance Corporation
39 East Union Street
Pasadena, California 91103
(626) 204-6308
Indicate
by check mark, whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act. (Check one).
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Large
accelerated filer ☐
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Accelerated filer
☒
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Non-accelerated
filer ☐
(Do
not check if a smaller reporting company)
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Smaller reporting
company ☐
Emerging growth
company ☐
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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Common Stock, par value $.0001
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1,000,000
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$6.98
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$6,980,000
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$869.01
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the “Securities Act”), this registration statement
covers, in addition to the number of shares of common stock shown
above, an indeterminate number of shares of common stock which, by
reason of certain events specified in the General Finance
Corporation Amended and Restated 2014 Stock Incentive Plan, may
become subject to such plan.
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(2)
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Estimated in accordance with Rules 457(c) and 457(h) under the
Securities Act solely for purposes of calculating the registration
fee and computed on the basis of $6.98, which is the average of the high and low prices
per share of the common stock of General Finance Corporation on
January 12, 2018, as reported by the NASDAQ Global
Market.
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EXPLANATORY NOTE
This
Registration Statement on Form S-8, which is being filed for the
purpose of registering an additional 1,000,000 shares of common
stock for issuance pursuant to the Amended and Restated 2014 Stock
Incentive Plan, consists of the facing page, this page, other
required information, and required opinions, consents and other
exhibits.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY
REFERENCE.
The
following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this
registration statement:
(a)
The
contents of the earlier registration statement on Form S-8 relating
to the 2014 Stock Incentive Plan, previously filed with the
Securities and Exchange Commission on December 5, 2014 (File
No. 333-200778-141270075);
(b)
The contents of the Registrant’s
Prospectus filed
with the Securities and Exchange Commission on April 19, 2017
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, relating to the Registration Statement on Form S-3, as
amended (File No. 333-180078);
(c)
The
Registrant’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2017, filed with the Securities and
Exchange Commission on November 7, 2017 (File No.
1-32845);
(d)
The
Registrant’s Annual Report on Form 10-K for the fiscal year
ended June 30, 2017, filed with the Securities and Exchange
Commission on September 8, 2017 (File
No. 1-32845);
(e)
The
Registrant’s Current Reports on Form 8-K filed with the
Securities and Exchange Commission on July 6, 2017, both of the
Registrant’s Current Reports on Form 8-K filed on July 14,
2017 and the Registrant’s Current Reports on Form 8-K filed
on August 1, 2017, August 21, 2017, August 23, 2017, September 6,
2017, September 7, 2017, September 8, 2017, September 22, 2017,
September 28, 2017, October 13, 2017, October 20, 2017, October 27,
2017, November 3, 2017, November 6, 2017, November 7, 2017,
November 13, 2017, November 30, 2017, December 7, 2017, December
20, 2017 and January 3, 2018; and
(f)
The
description of the Registrant’s common stock contained in the
Registrant’s Registration Statement on Form 8-A/A filed with
the Securities and Exchange Commission on September 29, 2008 (File
No. 001-32845), pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
including any amendment or report filed for the purpose of updating
such description.
In
addition, all documents subsequently filed 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 hereby 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 the filing of
such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference into this registration
statement shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement
contained in this registration statement or in any other subsequent
filed document which also is or is deemed to be incorporated into
this registration statement modifies or supersedes that statement.
Any 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
Registrant herewith files the exhibits identified
below:
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Exhibit No.
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Description of Exhibit
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4.1
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Specimen representing the Common Stock Certificate, par value
$0.0001 per share, of General Finance Corporation Filed as Exhibit
4.2 to Amendment No. 2 to the Registration Statement on the Form
S-1 dated February 6, 2006 of General Finance
Corporation.
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4.2
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Amended and Restated 2014 Stock Incentive Plan (incorporated by
reference from the Registrant’s Definitive Proxy Statement
for the 2015 Annual Meeting of Stockholders, filed on October 16,
2015).
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4.3
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First Amendment to Amended and Restated 2014 Stock Incentive Plan
(incorporated by reference from the Registrant’s Definitive
Proxy Statement for the 2017 Annual Meeting of Stockholders, filed
on October 16, 2017).
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5.1
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Opinion of Christopher A. Wilson with respect to the legality of
the common stock registered hereby.
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23.1
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Consent of Independent Registered Public Accounting Firm (Crowe
Horwath LLP).
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23.2
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Consent of Christopher A. Wilson (included in Exhibit
5.1).
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24.1
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Power of Attorney (included on signature page to this registration
statement).
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ITEM 9. UNDERTAKINGS.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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 Securities and Exchange 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
Registration Fee” table in the effective registration
statement;
(iii) 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;
Provided,
however,
that:
Paragraphs (a)(1)(i) and (a)(1)(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 Securities and
Exchange Commission by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities
Act of 1933, 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.
(3) 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.
(4) That,
for the purpose of determining liability of the Registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this
Registration Statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
(iv) Any
preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule
424;
(ii) Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;
(iii) The
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the
undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the 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.
(c) Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 Pasadena, California, on this 16th
day of January,
2018.
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GENERAL FINANCE CORPORATION
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By:
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/s/ CHRISTOPHER A. WILSON
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Christopher A. Wilson
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General Counsel, Vice President & Secretary
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Each
person whose signature appears below constitutes and appoints
Ronald F. Valenta, Charles E. Barrantes and Christopher A. Wilson,
and each of them, his true and lawful attorneys-in-fact, with full
power of substitution, for him and his 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 other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
with full power and authority to do so 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 of any of them, or his 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 as of January 16, 2018 by
the following persons in the capacities indicated.
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Signature
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Title
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/s/ Jody E. Miller
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Chief Executive Officer, President and Director
(Principal Executive Officer)
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Jody E. Miller
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/s/ Charles E. Barrantes
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
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Charles E. Barrantes
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/s/ Ronald F. Valenta
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Chairman of the Board and Director
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Ronald F. Valenta
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/s/ William H. Baribault
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Director
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William H. Baribault
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/s/ Susan L. Harris
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Director
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Susan L. Harris
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/s/ Manuel Marrero
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Director
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Manuel Marrero
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/s/ James B. Roszak
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Director
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James B. Roszak
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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Specimen representing the Common Stock Certificate, par value
$0.0001 per share, of General Finance Corporation Filed as Exhibit
4.2 to Amendment No. 2 to the Registration Statement on the Form
S-1 dated February 6, 2006 of General Finance
Corporation.
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Amended and Restated 2014 Stock Incentive Plan (incorporated by
reference from the Registrant’s Definitive Proxy Statement
for the 2015 Annual Meeting of Stockholders, filed on October 16,
2015).
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First Amendment to Amended and Restated 2014 Stock Incentive Plan
(incorporated by reference from the Registrant’s Definitive
Proxy Statement for the 2017 Annual Meeting of Stockholders, filed
on October 16, 2017).
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Opinion of Christopher A. Wilson with respect to the legality of
the common stock registered hereby.
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Consent of Independent Registered Public Accounting Firm (Crowe
Horwath LLP).
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Consent of Christopher A. Wilson (included in Exhibit
5.1).
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Power of Attorney (included on signature page to this registration
statement).
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