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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Enernoc, Inc. (MM) | NASDAQ:ENOC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.65 | 7.65 | 7.70 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on June 5, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EnerNOC, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
87-0698303
(I.R.S. Employer Identification No.)
EnerNOC, Inc.
One Marina Park Drive, Suite 400
Boston, Massachusetts 02210
(Address of Principal Executive Offices) (Zip Code)
EnerNOC, Inc. 2014 Long-Term Incentive Plan
(Full Title of the Plan)
Timothy G. Healy
Chief Executive Officer
EnerNOC, Inc.
One Marina Park Drive, Suite 400
Boston, Massachusetts 02210
(Name and Address of Agent for Service)
(617) 224-9900
(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 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. (Check one).
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class 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(3) | ||||
Common Stock, par value $0.001 per share |
1,700,000(4) | $9.68 | $16,456,000 | $1,912.19 | ||||
| ||||||||
|
(1) | In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers such indeterminate number of shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction. |
(2) | The price of $9.68 per share, which is the average of the high and low price of the Common Stock of the Registrant as reported on the Nasdaq Global Select Market on May 29, 2015, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h) of the Securities Act and has been used as these shares are to be issued in connection with equity awards that have not been granted and therefore are without a fixed price. |
(3) | Calculated pursuant to Section 6(b) of the Securities Act. |
(4) | Consists of an additional 1,700,000 shares issuable under the 2014 Long-Term Incentive Plan pursuant to the terms of such plan. |
EXPLANATORY NOTE
This Registration Statement registers additional securities of the same class as other securities for which the registration statement filed on Form S-8 (SEC File No. 333-196471) of the Registrant is effective. The information contained in the Registrants registration statement on Form S-8 (SEC File No. 196471) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
Exhibit No. |
Description of Exhibit | |
Exhibit 5.1 | Opinion of Cooley LLP | |
Exhibit 23.1 | Consent of Ernst & Young LLP | |
Exhibit 23.2 | Consent of Cooley LLP (included in Exhibit 5.1 and incorporated herein by reference) | |
Exhibit 24.1 | Power of Attorney (included as part of the signature page to this Registration Statement) |
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 Boston, Commonwealth of Massachusetts, on June 5, 2015.
ENERNOC, INC. | ||
By: | /s/ Timothy G. Healy | |
Timothy G. Healy | ||
Chairman of the Board and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of EnerNOC, Inc. (the Company), hereby severally constitute and appoint Timothy G. Healy, David B. Brewster and Matthew J. Cushing, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 5, 2015:
Signature |
Title(s) | |
/s/ Timothy G. Healy Timothy G. Healy |
Chairman of the Board, Chief Executive Officer and Director (principal executive officer) | |
/s/ Neil Moses Neil Moses |
Chief Operating Officer and Chief Financial Officer (principal financial officer and accounting officer) | |
/s/ David B. Brewster David B. Brewster |
President and Director | |
/s/ James P. Baum James P. Baum |
Director | |
/s/ Arthur Coviello Arthur Coviello |
Director | |
/s/ Richard Dieter Richard Dieter |
Director | |
/s/ TJ Glauthier TJ Glauthier |
Director | |
/s/ Kirk Arnold Kirk Arnold |
Director |
INDEX TO EXHIBITS
Exhibit No. |
Description of Exhibit | |
Exhibit 5.1 | Opinion of Cooley LLP | |
Exhibit 23.1 | Consent of Ernst & Young LLP | |
Exhibit 23.2 | Consent of Cooley LLP (included in Exhibit 5.1 and incorporated herein by reference) | |
Exhibit 24.1 | Power of Attorney (included as part of the signature page to this Registration Statement) |
Exhibit 5.1
Miguel J. Vega
T: +1 617 937 2319
mvega@cooley.com
June 5, 2015
EnerNOC, Inc.
One Marina Park Drive, Suite 400
Boston, MA 02210
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as legal counsel to EnerNOC, Inc., a Delaware corporation (the Company), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission covering the offering of up to 1,700,000 shares of the Companys Common Stock, $0.001 par value per share (the Shares), pursuant to the Companys 2014 Long-Term Incentive Stock Plan (the 2014 Plan).
In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus, the Companys Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the 2014 Plan and originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2014 Plan, Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: | /s/ Miguel J. Vega | |
Miguel J. Vega |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the EnerNOC, Inc. 2014 Long-Term Incentive Plan of our report dated March 12, 2015, with respect to the consolidated financial statements of EnerNOC, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2014, and our report dated March 12, 2015 with respect to the effectiveness of internal control over financial reporting of EnerNOC, Inc. as of December 31, 2014 included in its Annual Report (Form 10-K/A) for the year ended December 31, 2014, each filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
June 5, 2015
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