As filed with the Securities and Exchange Commission on November 1, 2019

Registration Statement No. 333-           

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

 

B. Riley Financial, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   27-0223495
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification Number)

 

21255 Burbank Boulevard, Suite 400

Woodland Hills, California 91367

(818) 884-3737

(Address, Including Zip Code, of Principal Executive Offices)

 

 

 

B. Riley Financial, Inc. Amended and Restated 2009 Stock Incentive Plan

(Full Title of the Plan)

 

 

 

Alan N. Forman

Executive Vice President, General Counsel and Secretary

21255 Burbank Boulevard, Suite 400

Woodland Hills, California 91367

(818) 884-3737

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

 

 

 

Copies to:

Scott M. Stanton, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

3580 Carmel Mountain Drive, Suite 300

San Diego, CA 92130

(858) 314-1500

 

 

 

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.

 

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. ☐

 

 

 

  

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered   Amount to be Registered (1)     Proposed Maximum
Offering Price Per Share (2) 		    Proposed Maximum Aggregate Offering Price (2)     Amount of
Registration Fee (3) 		 
Common Stock     3,000,000     $ 23.99     $ 71,970,000     $ 9,342  

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.

 

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Market as of a date (October 29, 2019) within five business days prior to filing this Registration Statement.

 

(3) Calculated pursuant to Rule 457(h) of the Securities Act.

 

 

 

 

 

  

REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

 

Pursuant to General Instruction E of Form S-8, B. Riley Financial, Inc. (“Registrant”) is filing this Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) to register 3,000,000 additional shares of Common Stock under the Registrant’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”), pursuant to the provisions of the Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the SEC on March 19, 2015 (Registration No. 333-202876). In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of 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 by the Registrant with the Commission are hereby incorporated by reference herein:

 

(a) The Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2018 filed with the Commission on March 6, 2019 containing audited financial statements for the Registrant’s latest fiscal year.

 

(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, filed with the Commission on May 1, 2019, August 9, 2019 and November 1, 2019, respectively.

 

(c) The following Current Reports on Form 8-K filed by the Registrant with the Commission:

 

· Current Report on Form 8-K filed with the Commission on January 4, 2019;
· Current Report on Form 8-K filed with the Commission on February 7, 2019;
· Current Report on Form 8-K filed with the Commission on April 9, 2019;
· Current Report on Form 8-K filed with the Commission on April 22, 2019;
· Current Report on Form 8-K filed with the Commission on May 7, 2019;
· Current Report on Form 8-K filed with the Commission on May 28, 2019;
· Current Report on Form 8-K filed with the Commission on July 18, 2019;
· Current Report on Form 8-K filed with the Commission on September 23, 2019;
· Current Report on Form 8-K filed with the Commission on October 7, 2019;
· Current Report on Form 8-K filed with the Commission on October 11, 2019; and
· Current Report on Form 8-K filed with the Commission on October 18, 2019.

  

(d) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above.

 

(e) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed on July 15, 2015 under the Exchange Act, 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 de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a 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 the rules of the Commission shall not be deemed incorporated by reference in this Registration Statement, including any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document 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 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.

 

You should rely only on the information provided or incorporated by reference in this registration statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this registration statement or any related prospectus is accurate as of any date other than the date on the front of the document.

 

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Item 8. Exhibits.

 

            Incorporated by Reference
Exhibit
Number 		  Exhibit Description   Filed
Herewith 		  Form   File No.   Filing
Date
4.1   Amended and Restated Certificate of Incorporation, as amended dated as of August 17, 2015.       10-Q   001-37503   08/03/2018
4.2   Amended and Restated Bylaws, dated as of November 6, 2014.       10-Q   000-54010   11/06/2014
4.3   Amendment to Amended and Restated Bylaws, dated April 3, 2019.       8-K   001-37503   04/09/2019
4.4   Form of Common Stock Certificate.       10-K   000-54010   03/30/2015
4.5   Amended and Restated 2009 Stock Incentive Plan.       10-Q   001-37503   08/11/2015
4.6   Amendment to Amended and Restated 2009 Stock Incentive Plan.       10-Q   001-37503   11/01/2019
5.1   Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz Levin”), counsel to the Registrant.   X            
23.1   Consent of Marcum LLP.   X            
23.2   Consent of Mintz Levin (included in Exhibit 5.1).   X            
24.1   Power of Attorney (included on signature page of this Registration Statement).   X            

 

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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 Woodland Hills, State of California on this 1st day of November, 2019.

 

  B. RILEY FINANCIAL, INC.
     
  By: /s/ Phillip J. Ahn
    Phillip J. Ahn
    Chief Financial Officer and Chief Operating Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bryant R. Riley and Phillip J. Ahn as his or her true and lawful attorneys-in-fact and agents, each 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 and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent 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.

 

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 this 1st day of November, 2019.

  

Signature   Title   Date
         
/s/ Bryant R. Riley   Co-Chief Executive Officer and Director   November 1, 2019
Bryant R. Riley   (Principal Executive Officer)    
         
/s/ Thomas J. Kelleher   Co-Chief Executive Officer and Director   November 1, 2019
Thomas J. Kelleher   (Principal Executive Officer)    
         
/s/ Phillip J. Ahn   Chief Financial Officer and Chief Operating Officer   November 1, 2019
Phillip J. Ahn   (Principal Financial Officer)    
         
/s/ Howard E. Weitzman   Chief Accounting Officer   November 1, 2019
Howard E. Weitzman   (Principal Accounting Officer)    
         
/s/ Robert D’Agostino   Director   November 1, 2019
Robert D’Agostino        
         
/s/ Robert L. Antin   Director   November 1, 2019
Robert L. Antin        
         
/s/ Andrew Gumaer   Director   November 1, 2019
Andrew Gumaer        
         
/s/ Michael J. Sheldon   Director   November 1, 2019
Michael J. Sheldon        
         
/s/ Todd D. Sims   Director   November 1, 2019
Todd D. Sims        
         
/s/ Mimi Walters   Director   November 1, 2019
Mimi Walters        
         
/s/ Mikel H. Williams   Director   November 1, 2019
Mikel H. Williams        

 

 

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