Registration No. 333-             
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933  
 

ARC Document Solutions, Inc.
(Exact name of registrant as specified in its charter)
 
 

 
 
 
 
Delaware
 
20-1700361
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
12657 Alcosta Blvd, Suite 200
San Ramon, California

 
94583
(Address of principal executive offices)
 
(Zip Code)
ARC Document Solutions, Inc. 2005 Employee Stock Purchase Plan
(Full title of the plan)
 
 
 
 
Tracey Luttrell, Esq.
Corporate Counsel & Corporate Secretary
ARC Document Solutions, Inc.
12657 Alcosta Blvd, Suite 200
San Ramon, California 94583
(925) 949-5100
 
Copy to:
David E. Lillevand, Esq.
Pillsbury Winthrop Shaw Pittman LLP
Four Embarcadero Center, 22nd Floor
San Francisco, CA 94111
(415) 983-1000
(Name, address and telephone number, including area code, of agent for service)
 
 





 

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.

 

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
 
Amount of
Registration Fee
Common Stock, $0.001 par value per share
 
450,000
 
$1.04
 
$468,000
 
$60.75
 
 
This Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.
(1)
Pursuant to Rule 416, this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of outstanding shares of Common Stock of the Registrant.
(2)
Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, (the “Securities Act”) solely for the purposes of calculating the registration fee, based on the average high and low prices of the Registrant’s Common Stock on June 16, 2020, as reported on the New York Stock Exchange.
 


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STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an additional 450,000 shares of the Registrant’s Common Stock under the Registrant’s 2005 Employee Stock Purchase Plan. Pursuant to General Instruction E, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-122637) filed on February 8, 2005 are hereby incorporated by reference into this Registration Statement, except as revised herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file with the Commission, are incorporated herein by this reference and made a part hereof:
 
 
 
our Annual Report on Form 10-K (File No. 001-32407) for the fiscal year ended December 31, 2019, filed with the Commission on March 12, 2020;

 
 
our Quarterly Report on Form 10-Q (File No. 001-32407) for the quarter ended March 31, 2020, filed with the Commission on May 6, 2020;
 
 
 
our Current Reports on Form 8-K (File Nos. 001-32407), filed with the Commission on April 1, 2020, April 13, 2020, and May 5, 2020;

 
 
the description of our common stock contained in the Registration Statement on Form 8-A (File No. 001-32407) filed with the Commission on January 13, 2005, including any amendment(s) or report(s) filed for the purpose of updating such description.
We also incorporate by reference any future filings we will make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until this offering has been completed.
Item 8. Exhibits

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*
Filed herewith.
.

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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 San Ramon, California, on June 18, 2020.
 
ARC Document Solutions, Inc.
 
 By:
/s/ Kumarakulasingam Suriyakumar
 
Kumarakulasingam Suriyakumar
Chairman, President and Chief Executive
Officer, Director (Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of ARC Document Solutions, Inc. hereby severally constitute and appoint Kumarakulasingam Suriyakumar, Tracey Luttrell and Jorge Avalos and each of them singly, our true and lawful attorneys with full power to them and each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable ARC Document Solutions, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.
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.


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Signature
 
Title
Date
 
 
 
 
/s/ KUMARAKULASINGAM SURIYAKUMAR
 
Chairman, President and Chief Executive
June 18, 2020
Kumarakulasingam Suriyakumar
 
Officer, Director (Principal Executive Officer)
 
 
 
 
 
/s/ JORGE AVALOS
 
Chief Financial Officer (Principal Financial and
June 18, 2020
Jorge Avalos
 
Accounting Officer)
 
 
 
 
 
/s/ CHERYL COOK
 
Director
June 18, 2020
Cheryl Cook
 
 
 
 
 
 
 
/s/ TRACEY LUTTRELL
 
Director
June 18, 2020
Tracey Luttrell
 
 
 
 
 
 
 
/s/ BRADFORD L. BROOKS
 
Director
June 18, 2020
Bradford L. Brooks
 
 
 
 
 
 
 
/s/ DEWITT KERRY MCCLUGGAGE
 
Director
June 18, 2020
Dewitt Kerry McCluggage
 
 
 
 
 
 
 
/s/ MARK W. MEALY
 
Director
June 18, 2020
Mark W Mealy
 
 
 


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