Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on December 20, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

EVI INDUSTRIES, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware		11-2014231
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4500 Biscayne Blvd., Suite 340 Miami, Florida		33137
(Address of Principal Executive Offices)		(Zip Code)

 

EVI Industries, Inc. 2015 Equity Incentive Plan

 

(Full title of the plan)

 

Henry M. Nahmad

Chairman, Chief Executive Officer and President

EVI Industries, Inc.

4500 Biscayne Blvd., Suite 340

Miami, Florida 33137

 

(Name and address of agent for service)

 

[phone]

 

(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. ☐

 

 

 

Explanatory Note 



At the 2024 Annual Meeting of Stockholders of EVI Industries, Inc. (the “Company”), the Company’s shareholders approved an amendment of the EVI Industries, Inc. 2015 Equity Incentive Plan, as amended (the “Plan”), which, among other things, increased the number of shares of the Company’s Common Stock authorized for issuance pursuant to awards granted under the Plan from 3,000,000 shares to 3,500,000 shares. The Company is filing this Registration Statement to register the additional 500,000 shares of its Common Stock authorized for issuance pursuant to awards granted under the Plan as a result of the amendment.

 

The shares registered hereunder are of the same class as those registered under the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on November 18, 2015 (Registration No. 333-208082) and December 23, 2020 (Registration No. 333-251640) (the “Plan Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Plan Registration Statements are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

 

 

 

 

Part I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information required by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the introductory note to Part I of Form S-8.

 

Part II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents previously filed by the Company with the Commission are incorporated herein by reference:

 

·

The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the Commission on September 12, 2024, including Amendment No. 1 thereto filed with the Commission on September 13, 2024 and Amendment No. 2 thereto filed with the Commission on October 25, 2024.

 

·

The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Commission on November 12, 2024.

 

·

The Company’s Current Report on Form 8-K filed with the Commission on December 13, 2024.

 

·

The portions of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on November 20, 2024 that are deemed “filed” with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

·

The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on October 28, 1999 and any amendments to such Registration Statement filed subsequently thereto and other reports filed for the purpose of updating such description, including Exhibit 4(g) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the Commission on September 13, 2019.

 

All documents subsequently filed by the Company 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 have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such 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 purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein 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 8. Exhibits.

 

The following exhibits are filed herewith:

 

Exhibit
Number	Description
5.1	Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1	Consent of BDO USA, P.C.
23.2	Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)
24.1	Power of Attorney (set forth on the signature pages to this Registration Statement)
99.1	EVI Industries, Inc. 2015 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2024)
107	Filing Fee Table

 

 

 

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 Miami, State of Florida, on December 20, 2024.

 

	EVI INDUSTRIES, INC.
	By:	/s/ Henry M. Nahmad
		Henry M. Nahmad,
		Chairman, Chief Executive Officer and President

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Henry M. Nahmad and Robert H. Lazar, and each of them acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to execute any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

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.

 

SIGNATURE	TITLE	DATE
/s/ Henry M. Nahmad	Chairman, Chief Executive Officer	December 20, 2024
Henry M. Nahmad	and President
/s/ Robert H. Lazar	Chief Financial Officer and Chief	December 20, 2024
Robert H. Lazar	Accounting Officer
/s/ Dennis Mack	Director	December 20, 2024
Dennis Mack
/s/ David Blyer	Director	December 20, 2024
David Blyer
/s/ Glen Kruger	Director	December 20, 2024
Glen Kruger

 

 

 

SIGNATURE	TITLE	DATE
/s/ Timothy P. LaMacchia	Director	December 20, 2024
Timothy P. LaMacchia
/s/ Hal M. Lucas	Director	December 20, 2024
Hal M. Lucas

 

 

 

 

 

Museum Tower

150 West Flagler Street, Suite 2200

Miami, FL 33130

[phone]

stearnsweaver.com

 

December 20, 2024

 

EVI Industries, Inc.

4500 Biscayne Blvd., Suite 340

Miami, Florida 33137

 

Re:

EVI Industries, Inc. Registration Statement on Form S-8

Gentlemen:

We have acted as counsel to EVI Industries, Inc., a Delaware corporation (the “Company”), with respect to the preparation and filing with the Securities and Exchange Commission on or about the date hereof of a Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 500,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.025 per share, issuable pursuant to the EVI Industries, Inc. 2015 Equity Incentive Plan, as amended (the “Plan”).

In connection with our opinion, we have examined the Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission, the Plan, the Company’s Certificate of Incorporation, as amended, and Amended and Restated Bylaws, certain resolutions adopted by the Company’s Board of Directors, as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion. We have also examined and are familiar with the proceedings taken by the Company to authorize the issuance of the Shares.

In rendering this opinion, we have undertaken no independent review of the operations of the Company. Instead, we have relied solely upon the documents described above. In examining such documents, we have assumed, without independent investigation (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iii) the authenticity of the originals of such latter documents and (iv) that actual information supplied to us was accurate, true and complete. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon the accuracy of (a) all representations and warranties submitted to us for purposes of rendering the opinion and (b) factual recitals made in the resolutions adopted by the Company’s Board of Directors.

Based upon and subject to the foregoing qualifications, assumptions and limitations, and the further limitations set forth below, and having regard to legal considerations which we deem relevant, we are of the opinion that the Shares registered under the Registration Statement and issuable in accordance with the Plan will, if and when issued and delivered by the Company against payment of adequate consideration therefor in accordance with the terms and conditions of the Plan (including, where applicable, upon the satisfaction of any vesting conditions or lapse of any forfeiture restrictions and the achievement of applicable performance goals), be validly issued, fully paid and non-assessable.

 

 

 

We express no opinion as to the federal securities laws or the “blue sky” laws of any state or jurisdiction. This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion letter is given as of the date hereof, and we do not undertake any liability or responsibility to inform you of any change in circumstances occurring, or additional information becoming available to us, after the date hereof that might alter the opinion contained herein.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

 

	Very truly yours,
	/s/ STEARNS WEAVER MILLER WEISSLER
	ALHADEFF & SITTERSON, P.A.

 

 

 

 

 

 

 

 

 

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement of our reports dated September 12, 2024, relating to the consolidated financial statements, and the effectiveness of internal control over financial reporting, of EVI Industries, Inc. (the Company) appearing in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

 

/s/ BDO USA, P.C.

 

BDO USA, P.C.

Miami, Florida

 

December 20, 2024

 

 

 

 

 

 

BDO USA, P.C., a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

 

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

EVI Industries, Inc.

(Exact name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Share (2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.025 per share	Rule 457(c) and (h)	500,000 shares	$18.15	$9,075,000	$0.00015310	$1,389.38
Total Offering Amounts							$1,389.38
Total Fee Offsets							-
Net Fee Due							$1,389.38

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the registrant’s Common Stock which may become issuable under the EVI Industries, Inc. 2015 Equity Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of the registrant’s Common Stock.

 

(2)

Estimated solely for purposes of calculating the registration fee based on the average of the high and low prices of the registrant’s Common Stock on the NYSE American on December 17, 2024.

 

 

 

 

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