Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIMBACH HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 46-5399422 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
797 Commonwealth Drive,
Warrendale, Pennsylvania 15086
(Address of Principal Executive Offices) (Zip Code)
LIMBACH HOLDINGS, INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Michael M. McCann
President and Chief Executive Officer
797 Commonwealth Drive,
Warrendale, Pennsylvania 15086
(Name and address of agent for service)
412-359-2100
(Telephone number, including area code, of agent for service)
With a copy to:
Jeremiah G. Garvey
Cozen O’Connor
One Oxford Centre
301 Grant Street, 41st Floor
Pittsburgh, Pennsylvania 15219
412-620-6500
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 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 | ¨ | | 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.
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Limbach Holdings, Inc. (the “Company”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 450,000 additional shares of Common Stock, par value $0.0001 per share (“Common Stock”) under the Company’s Amended and Restated Omnibus Incentive Plan. This Registration Statement hereby incorporates by reference the contents of the Company’s registration statements on Form S-8 filed with the SEC on March 8, 2023 (File No. 333-270539), September 3, 2021 (File No. 333-259309), September 11, 2020 (File No. 333-248736), June 27, 2019, (File No. 333-232407) and August 30, 2017 (File No. 333-220264). In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified in the Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the SEC by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:
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| (1) | | Annual Report on Form 10-K filed on March 13, 2024 for the year ended December 31, 2023 (File No. 001-36541); and |
| (2) | | Current Report on Form 8-K filed on March 13, 2024 (File No. 001-36541) (other than the portion made pursuant to Item 7.01 of Form 8-K or other information “furnished” and not filed with the SEC); and |
| (3) | | |
In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 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 covered hereby then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents.
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 subsequently filed document, which also is or 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 part of this Registration Statement.
Item 8. Exhibits
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Pittsburgh, Commonwealth of Pennsylvania on March 13, 2024.
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| | LIMBACH HOLDINGS, INC. |
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| | By: | /s/ Michael M. McCann |
| | | Name: Michael M. McCann |
| | | Title: President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Michael M. McCann and Jayme L. Brooks and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act and any requirements of the SEC in respect thereof, in connection with the filing with the SEC of this Registration Statement on Form S-8 under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the SEC, to sign any and all applications, registrations statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his 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 has been signed below by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
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| /s/ Michael M. McCann | | President and Chief Executive Officer and Director | | March 13, 2024 |
| Michael M. McCann | | (Principal Executive Officer) | | |
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| /s/ Jayme L. Brooks | | Executive Vice President and Chief Financial Officer | | March 13, 2024 |
| Jayme L. Brooks | | (Principal Financial and Accounting Officer) | | |
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| /s/ Gordon G. Pratt | | Director and Chairman | | March 13, 2024 |
| Gordon G. Pratt | | | | |
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| /s/ Linda G. Alvarado | | Director | | March 13, 2024 |
| Linda G. Alvarado | | | | |
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| /s/ Joshua S. Horowitz | | Director | | March 13, 2024 |
| Joshua S. Horowitz | | | | |
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| /s/ Laurel J. Krzeminski | | Director | | March 13, 2024 |
| Laurel J. Krzeminski | | | | |
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| /s/ Michael F. McNally | | Director | | March 13, 2024 |
| Michael F. McNally | | | | |
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| /s/ Norbert W. Young | | Director | | March 13, 2024 |
| Norbert W. Young | | | | |
