As filed with the Securities and Exchange Commission on August 7, 2019.

File No. 333-
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Avanos Medical, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
 
(State or other jurisdiction of incorporation or organization)
 
 
46-4987888
 
 
(IRS Employer Identification No.)
 
 
5405 Windward Parkway
Suite 100 South
Alpharetta, Georgia
30004
 
(Address of Principal Executive Offices)
(Zip Code)
 
Avanos Medical, Inc. Employee Stock Purchase Plan
 
 
(Full title of the plan)
 
John W. Wesley
Senior Vice President and General Counsel
Avanos Medical, Inc.
5405 Windward Parkway
Suite 100 South
         Alpharetta, Georgia 30004
(678) 425-9273
(Name, address and telephone number, including area code, of agent for service)
Copy to:
John B. Shannon
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street, NW
Atlanta, Georgia 30309-3424
(404) 881-7466
 
 
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
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
 
 
Emerging growth company
o
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. o





CALCULATION OF REGISTRATION FEE
Title of
securities to be
registered
Amount
to be
registered
Proposed
maximum
offering
price
per share
Proposed
maximum
aggregate
offering
price
Amount of
registration
fee
Common Stock
1,000,000
Shares (1)
$38.57 (2)
$38,570,000 (2)
$4,674.68

(1)  
Amount to be registered consists of an aggregate of 1,000,000 shares of common stock (“Common Stock”) of Avanos Medical, Inc. (the “Company”) to be issued pursuant to the exercise of awards under the Avanos Medical, Inc. Employee Stock Purchase Plan (the “Plan”), including additional shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan.

(2)  
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, and based upon the average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange on August 2, 2019.





PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this registration statement will be delivered to the grantees as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
(b) Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this registration statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to Stockholder Services at the address and telephone number on the cover of this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents, filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof:
(a)
The Company’s Annual Report on Form 10-K for the year ended December 31, 2018;
(b)
All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act, since December 31, 2018;
(c)
The description of the Common Stock contained in the Company’s Registration Statement on Form 10 (Commission File No. 001-36440) initially filed with the Commission on May 6, 2014, as amended by Amendment No. 1 on June 26, 2014, Amendment No. 2 on August 4, 2014, Amendment No. 3 on August 28, 2014, Amendment No. 4 on September 22, 2014, Amendment No. 5 on October 7, 2014, and Amendment No. 6 on October 15, 2014; and
(d)
All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold.
Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose 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 herein by reference modifies or supersedes such statement. Any such 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.
Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Limitation of Liability of Directors
The Company’s certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law permits the certificate of incorporation to provide that directors of a corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of their fiduciary duties as directors, except for liability:
•
for any breach of their duty of loyalty to the corporation or its stockholders,
•
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
•
under Section 174 of the Delaware General Corporation Law relating to unlawful payments of dividends or unlawful stock repurchases or redemptions, or
•
for any transaction from which the director derived an improper personal benefit.




The limitation of liability does not apply to liabilities arising under the federal or state securities laws and does not affect the availability of equitable remedies, such as injunctive relief or rescission.
Indemnification of Officers and Directors
The Company’s certificate of incorporation and by-laws provide that each person who is, or was, or has agreed to become a director or officer of the Company, and each person who is, or was, or has agreed to serve at the Company’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, will be indemnified to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended. However, no indemnification will be provided to any director, officer, employee or agent if the indemnification sought is in connection with a proceeding initiated by such person without the authorization of the Company’s Board of Directors. The by-laws provide that this right to indemnification is a contract right and is not be exclusive of any other right which any person may have or may in the future acquire under any statute, provision of the certificate of incorporation or by-laws, agreements, vote of stockholders or disinterested directors or otherwise. The by-laws also permit the Company to secure and maintain insurance on behalf of any director, officer, employee or agent for any liability arising out of his or her actions in such capacity, regardless of whether the by-laws would permit the Company to indemnify such person against such liability.
The Company has obtained directors’ and officers’ liability insurance providing coverage to its directors and officers.
Applicable Statute
Section 145 of the General Corporation Law of the State of Delaware authorizes indemnification by the Company of directors and officers under the circumstances provided in the provisions of the by-Laws described above, and requires such indemnification for expenses actually and reasonably incurred to the extent a director or officer is successful in the defense of any action, or any claim, issue or matter therein.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits
Except as indicated below as being incorporated by reference to another filing with the Commission by the Company, the following exhibits to this registration statement are being filed herewith:
Exhibit
Number
 
Description of Document
 

 
 
 
 
 
 
 

Item 9.
Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) 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;
(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 Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 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)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and 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 Company pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement; and
(2) 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.
(3) 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.
(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (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 the 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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, the Company 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 Alpharetta, state of Georgia, on this 7th day of August, 2019.
 
AVANOS MEDICAL, INC.
 
 
 
 
 
 
By:
 
/s/ Joseph F. Woody
 
 
 
Joseph F. Woody
 
 
 
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE
 
TITLE
 
DATE
/s/ Joseph F. Woody
 

Chief Executive Officer and Director
(Principal Executive Officer)
 
August 7, 2019
Joseph F. Woody
 
 
 
 
/s/ Warren J. Machan
 
Senior Vice President - Business Strategy and Interim Chief Financial Officer
(Principal Financial Officer)
 
August 7, 2019
Warren J. Machan
 
 
 
 
/s/ Renato Negro
 

Vice President - Controller
(Principal Accounting Officer)
 
August 7, 2019
Renato Negro
 
 
 
 
*
 
Chairman of the Board
 
August 7, 2019
Ronald W. Dollens
 
 
 
 
*
 
Director
 
August 7, 2019
Gary D. Blackford
 
 
 
 
*
 
Director
 
August 7, 2019
John P. Byrnes
 
 
 
 
*
 
Director
 
August 7, 2019
William A. Hawkins
 
 
 
 
*
 
Director
 
August 7, 2019
Heidi Kunz
 
 
 
 




SIGNATURE
 
TITLE
 
DATE
*
 
Director
 
August 7, 2019
Patrick J. O’Leary
 
 
 
 
*
 
Director
 
August 7, 2019
Maria Sainz
 
 
 
 
*
 
Director
 
August 7, 2019
Dr. Julie Shimer
 
 
 
 

* By:
/s/ John W. Wesley
 
John W. Wesley
Attorney-in-Fact

 




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