As filed with the Securities and Exchange Commission on August 4, 2016
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
 
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EnerNOC, Inc.
(Exact Name of Registrant as Specified in Charter)                                             
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
87-0698303
(I.R.S. Employer Identification No.)
EnerNOC, Inc.
One Marina Park Drive, Suite 400
Boston, Massachusetts 02210
(Address of Principal Executive Offices) (Zip Code)                                                    _____________________
EnerNOC, Inc. 2016 Employee Stock Purchase Plan
(Full Title of the Plan)                                                                                                 
Timothy G. Healy
Chief Executive Officer
EnerNOC, Inc.
One Marina Park Drive, Suite 400
Boston, Massachusetts 02210
(Name and Address of Agent for Service)

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).
 
 
 
 
 
 
 
Large accelerated filer
 
 
 
Accelerated filer
 
x
 
 
 
 
 
 
 
Non-accelerated filer
 
(Do not check if a smaller reporting company)
 
Smaller reporting company
 
 

CALCULATION OF REGISTRATION FEE
 
 
 
 
 
Title of Each Class of Securities To Be Registered
Amount To Be Registered (1)
Proposed Maximum Offering Price Per Share (3)
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee (4)
Common Stock, par value $0.001 per share
3,000,000 (2)
$6.08
$18,240,000
$1,836.77
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such indeterminate number of shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.
(2) Consists of 3,000,000 shares, which are issuable pursuant to the EnerNOC, Inc. 2016 Employee Stock Purchase Plan
(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share is the average of the high and low price of the Registrant's Common Stock as reported on the NASDAQ Global Select Market on August 3. 2016.
(4) Calculated pursuant to Section 6(b) of the Securities Act.








EXPLANATORY NOTE
EnerNOC, Inc. (“EnerNOC” or the “Registrant”) is filing this registration statement on Form S-8 (the “Registration Statement”) with respect to up to 3,000,000 of its shares of common stock, par value $0.001 per share (“Common Stock”), issuable in connection with the EnerNOC, Inc. 2016 Employee Stock Purchase Plan.







PART II
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.






PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:
 
  (a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Commission on March 10, 2016;

  (b) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and
(c) The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission pursuant to Section 12(b) of the Exchange Act on May 16, 2007, including any amendment or report filed for the purpose of updating such description.
All reports and other documents filed by the Registrant after the date hereof 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 herein and to be part hereof from the date of filing of such reports and 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 the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such 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 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Incorporated by reference from Part II, Item 14 “Indemnification of Directors and Officers” of the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-140632).

Item 7. Exemption From Registration Claimed.
Not applicable.















Item 8. Exhibits.
 
 
 
Exhibit No.
 
Description of Exhibit
 
 
 
Exhibit 4.1 (1)
 
Amended and Restated Certificate of Incorporation
 
 
 
Exhibit 4.2 (2)
 
Second Restated Bylaws
 
 
 
Exhibit 4.3 (3)
 
First Amendment to Second Restated Bylaws
 
 
 
Exhibit 4.4 (4)
 
Specimen Certificate representing the Common Stock
 
 
 
Exhibit 5.1
 
Opinion of Cooley LLP
 
 
 
Exhibit 23.1
 
Consent of Ernst & Young LLP
 
 
 
Exhibit 23.2
 
Consent of Cooley LLP (included in Exhibit 5.1 and incorporated herein by reference)
 
 
 
Exhibit 24.1
 
Power of Attorney (included as part of the signature page to this Registration Statement)
 
 
 
Exhibit 99.1 (5)
 
EnerNOC Inc. 2016 Employee Stock Purchase Plan
(1) Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on May 3, 2007 (File No. 333-140632), as amended.
(2) Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 12, 2014 (File No. 001-33471).
(3) Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2015 (File No. 001-33471).
(4) Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on May 3, 2007 (File No. 333-140632), as amended .
(5) Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 2, 2016 (001-33471).







Item 9. Undertakings.
 
1. Item 512(a) of Regulation S-K.  The undersigned Registrant hereby undertakes:
(a)
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 Commission pursuant to 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(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) (i) and (a) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability under the Securities Act, 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.
(c) 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.
 
  2. Item 512(b) of Regulation S-K.  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 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 Exchange Act) that is incorporated by reference in this 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.

3. Item 512(h) of Regulation S-K.  Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities 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 Boston, Commonwealth of Massachusetts, on August 4, 2016 .
 
 
 
 
 
 
 
ENERNOC, INC.
 
 
 
 
 
 
 
By:
 
/s/ Timothy G. Healy
 
 
Name:
 
Timothy G. Healy
 
 
Title:
 
Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of EnerNOC, Inc. (the “Company”), hereby severally constitute and appoint Timothy G. Healy, David B. Brewster and Michael J. Berdik, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 4, 2016 :
Signature
 
Title(s)
 
 
 
/s/ Timothy G. Healy
 
Chairman of the Board, Chief Executive Officer and Director (principal executive officer)
Timothy G. Healy
 
 
 
 
 
/s/ Neil Moses
 
Chief Operating Officer, Chief Financial Officer and Treasurer (principal financial officer and accounting officer)
Neil Moses
 
 
 
 
 
/s/ David B. Brewster
 
President and Director
David B. Brewster
 
 
 
 
 
/s/ James P. Baum
 
Director
James P. Baum
 
 
 
 
 
/s/ Arthur Coviello
 
Director
Arthur Coviello
 
 
 
 
 
/s/ TJ Glauthier
 
Director
TJ Glauthier
 
 
 
 
 
/s/ Kirk Arnold
 
Director
Kirk Arnold
 
 
 
 
 
/s/ Gary Haroian
 
Director
Gary Haroian
 
 







INDEX TO EXHIBITS
 
 
 
Exhibit No.
 
Description of Exhibit
 
 
 
Exhibit 4.1 (1)
 
Amended and Restated Certificate of Incorporation
 
 
 
Exhibit 4.2 (2)
 
Second Restated Bylaws
 
 
 
Exhibit 4.3 (3)
 
First Amendment to Second Restated Bylaws
 
 
 
Exhibit 4.4 (4)
 
Specimen Certificate representing the Common Stock
 
 
 
Exhibit 5.1
 
Opinion of Cooley LLP
 
 
 
Exhibit 23.1
 
Consent of Ernst & Young LLP
 
 
 
Exhibit 23.2
 
Consent of Cooley LLP (included in Exhibit 5.1 and incorporated herein by reference)
 
 
 
Exhibit 24.1
 
Power of Attorney (included as part of the signature page to this Registration Statement)
 
 
 
Exhibit 99.1 (5)
 
EnerNOC Inc. 2016 Employee Stock Purchase Plan
(1) Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on May 3, 2007 (File No. 333-140632), as amended.
(2) Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 12, 2014 (File No. 001-33471).
(3) Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2015 (File No. 001-33471).
(4) Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on May 3, 2007 (File No. 333-140632), as amended .
(5) Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 2, 2016 (001-33471).




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