As filed with the Securities and Exchange Commission on February 22, 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
ALARM.COM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | | | 26-4247032 |
| (State or other jurisdiction of incorporation) | | | | (IRS Employer Identification No.) |
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8281 Greensboro Drive | Suite 100 | Tysons | Virginia | | 22102 |
(Address of Principal Executive Offices) | | (Zip Code) |
Alarm.com Holdings, Inc. 2015 Equity Incentive Plan
(Full title of the plan)
Stephen Trundle
Chief Executive Officer
Alarm.com Holdings, Inc.
8281 Greensboro Drive
Suite 100
Tysons, Virginia 22102
(Name and address of agent for service)
(877) 389-4033
(Telephone number, including area code, of agent for service)
With a copy to:
Raquel Fox
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave NW
Washington, DC 20005
(202) 371-7000
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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 | þ | | Accelerated Filer | ☐ |
| Non-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 provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ |
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (the "Registration Statement") is being filed for the purpose of registering an additional 2,493,408 shares of common stock, par value $0.01 per share ("Common Stock") of Alarm.com Holdings, Inc. (the "Registrant") issuable pursuant to the Alarm.com Holdings, Inc. 2015 Equity Incentive Plan (the "2015 EIP"). These additional shares of Common Stock are securities of the same class as other securities for which an original registration statement on Form S-8 (File No. 333-205245) was filed with the Securities and Exchange Commission (the "Commission") on June 26, 2015. Accordingly, the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on June 26, 2015 (File No. 333-205245), February 29, 2016 (File No. 333-209829), March 16, 2017 (File No. 333-216728), February 25, 2021 (File No. 333-253535), February 24, 2022 (File No. 333-262999) and February 24, 2023 (File No. 333-270012) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. These additional shares of Common Stock have become reserved for issuance as a result of the operation of the "evergreen" provision in the 2015 EIP, which provides that the total number of shares subject to such plan may be increased each year pursuant to a specified formula.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the informational and reporting requirements of Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). The following documents filed by the Registrant with the Commission pursuant to the Exchange Act are incorporated by reference in this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K (File No. 001-37461) for the fiscal year ended December 31, 2023, filed with the Commission on February 22, 2024; and
(c)The Registrant’s description of its Common Stock contained in Exhibit 4.5 to its Annual Report on Form 10-K filed with the Commission on February 24, 2022, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and 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 into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
ITEM 8. EXHIBITS.
* Filed herewith.
(1) Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 10, 2021, and incorporated herein by reference.
(2) Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 16, 2023, and incorporated herein by reference.
(3) Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on May 22, 2015 (File No. 333-204428), as amended, and incorporated herein by reference.
(4) Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2015, and incorporated herein by reference.
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 Tysons, Commonwealth of Virginia, on February 22, 2024.
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| | ALARM.COM HOLDINGS, INC. |
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| By: | | /s/ Steve Valenzuela |
| | | Steve Valenzuela |
| | | Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Trundle and Steve Valenzuela, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, 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 or 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 each of said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
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| Signature | | Title(s) | | Date |
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| /s/ Stephen Trundle | | Chief Executive Officer and Director | | February 22, 2024 |
| Stephen Trundle | | (Principal Executive Officer) | | |
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| /s/ Steve Valenzuela | | Chief Financial Officer | | February 22, 2024 |
| Steve Valenzuela | | (Principal Financial Officer and Principal Accounting Officer) | | |
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| /s/ Timothy McAdam | | Chairman of the Board of Directors | | February 22, 2024 |
| Timothy McAdam | | | | |
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| /s/ Donald Clarke | | Director | | February 22, 2024 |
| Donald Clarke | | | | |
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| /s/ Rear Admiral (Ret.) Stephen Evans | | Director | | February 22, 2024 |
| Rear Admiral (Ret.) Stephen Evans | | | | |
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| /s/ Darius G. Nevin | | Director | | February 22, 2024 |
| Darius G. Nevin | | | | |
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| /s/ Timothy J. Whall | | Director | | February 22, 2024 |
| Timothy J. Whall | | | | |
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| /s/ Simone Wu | | Director | | February 22, 2024 |
| Simone Wu | | | | |
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
ALARM.COM HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Table I: Newly Registered Securities
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Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit (2) | Maximum Aggregate Offering Price (2) | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, par value $0.01 per share ("Common Stock") | 457(a) | 2,493,408 | $68.04 | $169,651,480 | $147.60 per million dollars | $25,040.56 |
Total Offering Amounts | 2,493,408 | $68.04 | $169,651,480 | | $25,040.56 |
Total Fee Offsets | | | | |
Net Fee Due | | | | $25,040.56 |
(1) This Registration Statement on Form S-8 covers 2,493,408 shares of Common Stock of the Registrant subject to issuance under the Alarm.com Holdings, Inc. 2015 Equity Incentive Plan (the “2015 EIP”), pursuant to an “evergreen” provision contained in the 2015 EIP. In addition, pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers any additional shares of the Registrant’s Common Stock that may be offered and issued in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2) Pursuant to Rule 457(c) and 457(h) of the Securities Act the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee are estimated solely for the purpose of calculating the amount of the registration fee and are based on the average of the high and low prices of shares of Common Stock of the registrant as reported on The Nasdaq Global Select Market on February 14, 2024.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE MANHATTAN WEST
NEW YORK, NY 10001
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www.skadden.com
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February 22, 2024
Alarm.com Holdings, Inc.
8281 Greensboro Drive
Suite 100
Tysons, Virginia 22102
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| Re: | Alarm.com Holdings, Inc. |
| Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as special United States counsel to Alarm.com Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (together with the exhibits thereto, the “Registration Statement”) to be filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”), relating to the registration of 2,493,408 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, available for future issuance under the Alarm.com Holdings, Inc. 2015 Equity Incentive Plan (the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”).
Alarm.com Holdings, Inc.
February 22, 2024
Page 2
In rendering the opinion stated herein, we have examined the following:
(a) the Registration Statement in the form to be filed with the Commission on the date hereof;
(b) the Plan;
(c) an executed copy of a certificate of Steve Valenzuela, Chief Financial Officer, dated the date hereof (the “Officer’s Certificate”);
(d) a copy of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), as in effect on June 9, 2015, certified by the Secretary of State of the State of Delaware as of February 22, 2024, and certified pursuant to the Officer’s Certificate;
(e) a copy of the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), as currently in effect, certified by the Secretary of State of the State of Delaware as of February 22, 2024, and certified pursuant to the Officer’s Certificate;
(f) copies of the Company’s Amended and Restated Bylaws (the “Bylaws”), as amended and in effect as of June 9, 2015, and certified pursuant to the Officer’s Certificate;
(g) copies of the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), as amended and in effect as of the date hereof, and certified pursuant to the Officer’s Certificate; and
(h) copies of certain resolutions of the Board of Directors of the Company relating to the approval of the Plan and certain related matters and certified pursuant to the Officer’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below, including the facts and conclusions set forth in the Officer’s Certificate.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the
Alarm.com Holdings, Inc.
February 22, 2024
Page 3
Company and others and of public officials, including the facts and conclusions set forth in the Officer’s Certificate.
In rendering the opinion set forth below, we have also assumed that (i) the Shares will be issued in book-entry form and an appropriate account statement evidencing the Shares credited to a recipient’s account maintained with the Company’s transfer agent and registrar will be issued by the Company’s transfer agent and registrar, (ii) each award agreement under which options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, other stock-based awards and certain other awards are granted pursuant to the Plan will be consistent with the Plan and will be duly authorized, executed and delivered by the parties thereto, and (iii) the issuance of the Shares does not violate or conflict with any agreement or instrument binding on the Company (except that we do not and will not make this assumption with respect to the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws).
We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, when the Shares are issued to the Plan participants in accordance with the terms and conditions of the Plan and the applicable award agreement for consideration in an amount at least equal to the par value of such Shares, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Alarm.com Holdings, Inc. of our report dated February 22, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Alarm.com Holdings, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Washington, District Of Columbia
February 22, 2024
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