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Share Name | Share Symbol | Market | Type |
---|---|---|---|
REV Group Inc | NYSE:REVG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.76 | 3.01% | 26.00 | 26.01 | 25.39 | 25.39 | 426,712 | 00:39:33 |
As filed with the Securities and Exchange Commission on March 4, 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
REV Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 26-3013415 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
245 South Executive Drive, Suite 100 Brookfield, WI 53005 (414) 290-0190 |
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated
REV Group, Inc. 2016 Omnibus Incentive Plan
(Full titles of the plan)
Mark A. Skonieczny
President, Chief Executive Officer and Interim Chief Financial Officer
245 South Executive Drive,
Suite 100
Brookfield, WI 53005
(414) 290-0190
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stephen Zamansky
General Counsel
245 South Executive Drive, Suite 100
Brookfield, WI 53005
(414) 290-0190
Kyoko Takahashi Lin
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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 ☐ | 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.
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, REV Group, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 1,112,000 additional shares of common stock under the Registrant’s Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan (the “Omnibus Plan”), which are securities of the same class and relate to the same employee benefit plan as those shares registered on the Registrant’s registration statement on Form S-8 previously filed with the Commission on January 27, 2017 (Registration No. 333-215797) (the “Initial S-8”). The contents of the Initial S-8 are incorporated by reference into this Registration Statement. In accordance with the instructional note of Part I of Form S- 8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference:
Exhibit No. |
Incorporated by Reference |
Filed Herewith | ||||
Exhibit Description | Form | File No. | Exhibit | Filing Date | ||
4.1 | Amended and Restated Certificate of Incorporation | 10-Q | 001-37999 | 3.1 | 03/07/2017 | |
4.2 | Second Amended and Restated Bylaws, currently in effect | 8-K | 001-37999 | 3.1 | 03/05/2020 | |
5.1 | Opinion of Davis Polk & Wardwell LLP. | X | ||||
23.1 | Consent of RSM US LLP |
X | ||||
23.2 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | X | ||||
24.1 | Power of Attorney (included on the signature page of this Registration Statement) | X | ||||
99.1 | Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan | 8-K | 001-37999 | 10.1 | 03/01/2024 | |
107.1 | Filing Fee Table | X |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Brookfield, State of Wisconsin, on this fourth day of March, 2024.
REV Group, Inc. | ||
/s/ Mark A. Skonieczny | ||
Mark A. Skonieczny Interim Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark A. Skonieczny, Stephen Zamansky and Joseph LaDue, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, 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 has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
/s/ Mark A. Skonieczny |
/s/ Joseph LaDue | |
Mark A. Skonieczny, President and Chief Executive Officer, Interim Chief Financial Officer, and Director (Principal Executive and Financial Officer) Date: March 4, 2024 |
Joseph LaDue, Chief Accounting Officer (Principal Accounting Officer) Date: March 4, 2024 | |
/s/ Paul Bamatter |
/s/ Jean Marie “John” Canan | |
Paul Bamatter, Director Date: March 4, 2024 |
Jean Marie “John” Canan, Director Date: March 4, 2024 | |
/s/ Dino Cusumano |
/s/ Charles Dutil | |
Dino Cusumano, Director Date: March 4, 2024 |
Charles Dutil, Director Date: March 4, 2024 | |
/s/ Maureen O'Connell |
/s/ Randall Swift | |
Maureen O'Connell, Director Date: March 4, 2024 |
Randall Swift, Director Date: March 4, 2024 | |
/s/ Joel Rotroff |
/s/ Kathleen M. Steele | |
Joel Rotroff, Director Date: March 4, 2024 |
Kathleen M. Steele, Director Date: March 4, 2024 |
EXHIBIT 5.1 and 23.2
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
davispolk.com
OPINION OF DAVIS POLK & WARDWELL LLP
March 4, 2024
REV Group, Inc.
245 South Executive Drive, Suite 100
Brookfield, WI 53005
Ladies and Gentlemen:
We have acted as special counsel to REV Group, Inc., a Delaware corporation (the “Company”), and are delivering this opinion in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the registration of 1,112,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, that were added to the shares of common stock authorized for issuance pursuant to the Company’s 2016 Omnibus Incentive Plan (as amended, the “Plan”). We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued pursuant to the Plan upon receipt by the Company of the consideration for the Shares specified therein, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of REV Group, Inc. of our reports dated December 13, 2023, relating to the consolidated financial statements, and the effectiveness of internal control over financial reporting of REV Group, Inc. as it appears in our reports, appearing in the Annual Report on Form 10-K of REV Group, Inc. for the year ended October 31, 2023.
/s/ RSM US LLP
Milwaukee, Wisconsin
March 4, 2024
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
REV Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
Security Type | Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit (3) |
Maximum Aggregate Offering Price(3) |
Fee Rate | Amount
of Registration Fee(4) |
Equity | Common stock, $0.0001 par value per share | Rule 457(c) and Rule 457(h) | 1,112,000 (2) | $19.74 | $21,950,880 | 0.00014760 | $3,239.95 |
Total Offering Amounts | $3,239.95 | ||||||
Total Fee Offsets(5) | - | ||||||
Net Fee Due | $3,239.95 |
1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of REV Group, Inc. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock. |
2) | Represents 1,112,000 additional shares of the Registrant’s common stock reserved for issuance under the Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan (“Omnibus Plan”). |
3) | Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the Omnibus Plan, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange (“NYSE”) on February 27, 2024, which date is within five business days prior to filing this Registration Statement. |
4) | Rounded to the nearest cent. |
5) | The Registrant does not have any fee offsets. |
1 Year REV Chart |
1 Month REV Chart |
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