As filed with the Securities and Exchange Commission on December 9, 2022

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DELEK US HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
35-2581557
(State of Incorporation)(I.R.S. Employer Identification No.)
7102 Commerce Way37027
Brentwood, Tennessee
(Address of Principal Executive Offices)
(Zip Code)


Delek US Holdings, Inc. 2016 Long-Term Incentive Plan
(Full title of the plan)

Denise McWatters
Executive Vice President, General Counsel
and Corporate Secretary
Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, Tennessee 37027
(Name and address of agent for service)

(615) 771-6701
(Telephone number, including area code, of agent for service)

Copies to:
Stephen C. Hinton
Bradley Arant Boult Cummings LLP 1600 Division Street, Suite 700
Nashville, Tennessee 37203
(615) 244-2582

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.

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Do not check if a smaller reporting company)Smaller reporting company☐
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.


EXPLANATORY NOTE

The Company previously filed with the Securities and Exchange Commission (the “SEC”) (A) a Registration Statement on Form S-8 on July 10, 2017 (Registration No. 333-219209) (the “Initial Registration Statement”) registering an aggregate of 7,592,221 shares of Common Stock comprised of (i) 3,331,055 shares of Common Stock that may be issued pursuant to outstanding equity awards and future equity awards to eligible participants under the 2016 Plan; (ii) 2,667,378 shares of Common Stock that may be issued pursuant to outstanding equity awards under the Delek US Holdings, Inc. 2006 Long-Term Incentive Plan; and (iii) 1,593,788 shares of Common Stock that may be issued pursuant to outstanding equity awards and future equity awards to eligible participants under the Alon USA Energy, Inc. Second Amended and Restated 2005 Incentive Compensation Plan, (B) a Registration Statement on Form S-8 on May 31, 2018 (Registration No. 333-225332) (the “First Amendment Registration Statement”) adding 4,500,000 shares of Common Stock to the number of shares of Common Stock available for issuance under the 2016 Plan, (C) a Registration Statement on Form S-8 on June 5, 2020 (Registration No. 333-238946) (the “Second Amendment Registration Statement”) adding 2,120,000 shares of Common Stock to the number of shares of Common Stock available for issuance under the 2016 Plan, and (D) a Registration Statement on Form S-8 on June 10, 2021 (Registration No. 333-256954) (the “Third Amendment Registration Statement,” and together with the Initial Registration Statement, the First Amendment Registration Statement and the Second Amendment Registration Statement, the “Prior Registration Statement”) adding 3,215,000 shares of Common Stock to the number of shares of Common Stock available for issuance under the 2016 Plan.

On May 3, 2022, the Company’s stockholders approved an amendment to the 2016 Plan that increased the number of shares of Common Stock available for issuance under the 2016 Plan by 760,000 shares. This Registration Statement is being filed to register these additional 760,000 shares of Common Stock.

Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement, including each of the documents filed with the SEC and incorporated (or deemed to be incorporated) by reference therein, and each of the documents filed as exhibits thereto, are incorporated by reference herein except as otherwise updated or modified by this filing. All exhibits required by General Instruction E to Form S-8 are filed as exhibits hereto.




PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

We incorporate by reference in this Registration Statement the documents listed below, excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

•our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022 (“Annual Report”);

•our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022, filed with the SEC on May 5, 2022, August 5, 2022 and November 8, 2022, respectively;

•our Current Reports on Form 8-K filed with the SEC on January 11, 2022, March 7, 2022, March 28, 2022, May 9, 2022, June 2, 2022, June 9, 2022, June 21, 2022, August 1, 2022, and October 27, 2022, November 2, 2022 and November 8, 2022, and our Amendment to Current Report on Form 8-K/A filed with the SEC on July 15, 2022;

•all other reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2021; and

•the disclosures set forth under the caption “Description of Delek Capital Stock” in the Company’s Registration Statement on Form S-4 (File No. 333-222014), first filed with the SEC on December 13, 2017, as amended on January 4, 2018, and any other amendment or report filed for the purpose of updating such description, including the Description of Common Stock set forth in Exhibit 4.3 to the Annual Report.

In addition, any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 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 part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with SEC rules shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference in or deemed to be part of 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 subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration Statement. Any such statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part of this Registration Statement.


Item 8. Exhibits
Exhibit No.
Description of Exhibit
5.1 *
107 *

*    Filed herewith.     



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 Brentwood, State of Tennessee, on December 9, 2022.

DELEK US HOLDINGS, INC.

By: /s/ Reuven Spiegel        
Name: Reuven Spiegel
Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer)












































POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Avigal Soreq and Reuven Spiegel, and each of them, his or her true and lawful attorneys-in-fact and agents with full powers 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 or all amendments to this Registration Statement on Form S-8, including post-effective amendments, 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 and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Ezra Uzi YeminExecutive Chairman and DirectorDecember 9, 2022
Ezra Uzi Yemin
/s/ Avigal SoreqPresident, Chief Executive Officer and DirectorDecember 9, 2022
Avigal Soreq(Principal Executive Officer)
/s/ Reuven SpiegelExecutive Vice President and Chief Financial OfficerDecember 9, 2022
Reuven Spiegel(Principal Financial Officer)
/s/ Robert WrightSenior Vice President and Chief Accounting OfficerDecember 9, 2022
Robert Wright(Principal Accounting Officer)
/s/ William J. FinnertyDirectorDecember 9, 2022
William J. Finnerty
/s/ Leonardo MorenoDirectorDecember 9, 2022
Leonardo Moreno
/s/ Gary M. Sullivan Jr.DirectorDecember 9, 2022
Gary M. Sullivan Jr.
/s/ Vicky SutilDirectorDecember 9, 2022
Vicky Sutil
/s/ Laurie Z. TolsonDirectorDecember 9, 2022
Laurie Z. Tolson
/s/ Shlomo ZoharDirectorDecember 9, 2022
Shlomo Zohar
/s/ Rich MarcoglieseDirectorDecember 9, 2022
Rich Marcogliese



Delek US (NYSE:DK)
Historical Stock Chart
Von Mär 2024 bis Apr 2024 Click Here for more Delek US Charts.
Delek US (NYSE:DK)
Historical Stock Chart
Von Apr 2023 bis Apr 2024 Click Here for more Delek US Charts.