As filed with the Securities and Exchange Commission on March 11, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AQUAVENTURE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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British Virgin Islands
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98-1312953
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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c/o Conyers Corporate Services (B.V.I.) Ltd.
Commerce House, Wickhams Cay 1
P.O. Box 3140 Road Town
British Virgin Islands VG1110
(Address of Principal Executive Offices)
AquaVenture Holdings Limited 2016 Share Option and Incentive Plan
AquaVenture Holdings Limited 2016 Employee Stock Purchase Plan
(Full Title of the Plans)
Anthony Ibarguen
Chief Executive Officer
Commerce House, Wickhams Cay 1
P.O. Box 3140 Road Town
British Virgin Islands VG1110
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark H. Burnett, Esq.
Michael J. Minahan, Esq.
Gregg L. Katz, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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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
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed Maximum
Offering Price
per Share(2)
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Ordinary Shares
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1,071,183
shares(3)
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$
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19.92
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$
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21,337,965.36
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$
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2,586.16
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Ordinary Shares
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200,000
shares(4)
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$
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19.92
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$
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3,984,000.00
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$
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482.86
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Total
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1,271,183 shares
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$
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25,321,965.36
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$
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3,069.02
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(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares which become issuable under the Registrant’s 2016 Share Option and Incentive Plan (the “2016 Plan”) and the Registrant’s 2016 Employee Stock Purchase Plan (the “2016 ESPP”) by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding ordinary shares.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s ordinary shares, as quoted on the New York Stock Exchange, on March 7, 2019.
(3)
Represents an automatic increase to the number of shares available for issuance under the 2016 Plan, effective January 1, 2018. Shares available for issuance under the 2016 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on October 6, 2016 (Registration No. 333-213990),
August 14, 2017 (Registration No. 333-219962) and March 12, 2018 (Registration No. 333-223590)
(4)
Represents an automatic increase to the number of shares available for issuance under the 2016 ESPP, effective January 1, 2018. Shares available for issuance under the 2016 ESPP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on October 6, 2016 (Registration No. 333-213990),
August 14, 2017 (Registration No. 333-219962) and March 12, 2018 (Registration No. 333-223590)
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, on the Island of Tortola, British Virgin Islands, on the 11th day of March, 2019.
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AQUAVENTURE HOLDINGS LIMITED
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By:
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/s/ Anthony Ibarguen
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Anthony Ibarguen
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Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Douglas R. Brown, Anthony Ibarguen and Lee S. Muller as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-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 and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Anthony Ibarguen
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Chief Executive Officer, President and Director
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March 11, 2019
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Anthony Ibarguen
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/s/ Lee S. Muller
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Chief Financial Officer, Treasurer and Secretary
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March 11, 2019
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Lee S. Muller
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(Principal Financial and Accounting Officer)
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/s/ Douglas R. Brown
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Chairman of the Board
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March 11, 2019
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Douglas R. Brown
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/s/ Evan Lovell
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Director
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March 11, 2019
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Evan Lovell
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/s/ Hugh Evans
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Director
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March 11, 2019
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Hugh Evans
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/s/ Paul Hanrahan
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Director
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March 11, 2019
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Paul Hanrahan
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/s/ Debra Coy
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Director
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March 11, 2019
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Debra Coy
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/s/ Cyril Meduña
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Director
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March 11, 2019
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Cyril Meduña
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/s/ Richard Reilly
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Director
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March 11, 2019
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Richard Reilly
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/s/ David Lincoln
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Director
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March 11, 2019
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David Lincoln
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Seven Seas Water Corporation
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Authorized Representative in the United States
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By:
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/s/ Lee S. Muller
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March 11, 2019
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Name: Lee S. Muller
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Title:
Chief Financial Officer
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