As filed with the Securities and Exchange Commission on August 4, 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
Enovis Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 54-1887631 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 2711 Centerville Road, Suite 400 Wilmington, DE |
19808 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Enovis Corporation 2020 Omnibus Incentive Plan, as amended June 7, 2022
(Full Title of the Plan)
Matthew L. Trerotola
President and Chief Executive Officer
Enovis Corporation
2711 Centerville Road, Suite 400
Wilmington, DE 19808
(302) 252-9160
(Name, Address and Telephone of Agent for Service)
Copies to:
Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher, LLP
1050 Connecticut Avenue, N.W., Suite 200
Washington, D.C. 20036
(202) 955-8500
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 | ☐ | 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
This Registration Statement is filed by Enovis Corporation (the “Company”) and relates to 745,000 shares of common stock, par value $0.001 per share (“Common Stock”), issuable under the Enovis Corporation 2020 Omnibus Incentive Plan, as amended June 7, 2022 (the “Plan”), which shares of Common Stock are in addition to the 1,476,666 shares of Common Stock (as adjusted for the one-for-three reverse stock split effected by the Company on April 4, 2022) registered on the Company’s Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2020 (File No. 333-238564) (the “Prior Registration Statement”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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 Wilmington, State of Delaware, on this 4th day of August, 2022.
| ENOVIS CORPORATION | ||
| By: | /s/ Matthew L. Trerotola | |
| Matthew L. Trerotola | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Matthew L. Trerotola, Christopher M. Hix and Bradley J. Tandy, and each of them severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or 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, 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 attorney-in-fact and agent, or his 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 by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date | ||
| /s/ Matthew L. Trerotola Matthew L. Trerotola |
President and Chief Executive Officer and Director (Principal Executive Officer) | August 4, 2022 | ||
| /s/ Christopher M. Hix Christopher M. Hix |
Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer) | August 4, 2022 | ||
| /s/ John Kleckner John Kleckner |
Vice President, Controller (Principal Accounting Officer) | August 4, 2022 | ||
| /s/ Mitchell P. Rales Mitchell P. Rales |
Chairman of the Board of Directors | August 4, 2022 | ||
| /s/ Barbara W. Bodem Barbara W. Bodem |
Director | August 4, 2022 | ||
| /s/ Liam J. Kelly Liam J. Kelly |
Director | August 4, 2022 | ||
| /s/ Angela S. Lalor Angela S. Lalor |
Director | August 4, 2022 | ||
| /s/ Philip A. Okala Philip A. Okala |
Director | August 4, 2022 | ||
| /s/ Christine Ortiz Christine Ortiz |
Director | August 4, 2022 | ||
| /s/ A. Clayton Perfall A. Clayton Perfall |
Director | August 4, 2022 | ||
| /s/ Brady Shirley Brady Shirley |
Director | August 4, 2022 | ||
| /s/ Rajiv Vinnakota Rajiv Vinnakota |
Director | August 4, 2022 | ||
| /s/ Sharon L. Wienbar Sharon L. Wienbar |
Director | August 4, 2022 | ||