As filed with the Securities and Exchange Commission on March 21, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Altair Engineering Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 38-2591828 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Altair Engineering Inc.
1820 E. Big Beaver Road
Troy, Michigan 48083
(Address of Principal Executive Offices) (Zip Code)
Altair Engineering Inc. 2017 Equity Incentive Plan
(Full title of the plan)
James R. Scapa
Chief Executive Officer
Altair Engineering Inc.
1820 E. Big Beaver Road
Troy, Michigan 48083
(Name and address of agent for service)
(248) 614-2400
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Peter Ehrenberg
Selim Day
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
(212) 262-6700
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 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. ☐
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share(2) |
Proposed maximum |
Amount of registration fee(2) | ||||
| Class A common stock, $0.0001 par value per share |
1,896,995 | $29.245 | $55,477,619 | $6,907 | ||||
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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 shares of the Registrant’s Class A common stock 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 Class A common stock. |
| (2) | Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated for the purpose of calculating the amount of the registration fee and are based on the average of the high and low sales price on the NASDAQ Global Select Market on March 19, 2018. |
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8 under the Securities Act, this Registration Statement is filed by Altair Engineering Inc. (the “Registrant”) for the purpose of registering additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) under the Registrant’s 2017 Equity Incentive Plan (the “Plan”). The number of shares of Class A Common Stock available for issuance under the Plan is subject to an automatic annual increase on January 1 of each year beginning in 2018 equal to 3% of the number of shares of all classes of the Registrant’s common stock outstanding on December 31 of the preceding calendar year or a lesser number of shares of Class A Common Stock determined by the Board of Directors of the Company (the “Evergreen Provision”). This Registration Statement registers an aggregate of 1,896,995 additional shares of Class A Common Stock available for issuance under the Plan as a result of the Evergreen Provision.
The shares of Class A Common Stock registered pursuant to this Registration Statement are of the same class of securities as the 6,207,976 shares of Class A Common Stock registered for issuance under the Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-221312) filed on November 3, 2017 (the “Original Registration Statement”). The contents of the Original Registration Statement, including any amendments thereto or filings incorporated therein are incorporated herein by this reference. Any items in the Original Registration Statement not expressly changed hereby shall be as set forth in the Original Registration Statement.
PART II
Information Required in the Registration Statement
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which have been filed by Altair Engineering Inc. (the “Registrant”) with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| (a) | the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 21, 2018; and |
| (b) | The description of the Registrant’s Class A common stock contained in its Registration Statement on Form 8-A (Registration No. 001-38263) filed with the SEC on October 27, 2017 pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby 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 such documents, except as to specific sections of such documents as set forth therein. 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 in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
| Item 8. | Exhibits. |
For a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description |
Incorporated by Reference |
Filed Herewith |
|||||||||||||||
| Form | File No. |
Exhibit | Filing Date |
|||||||||||||||
| 4.1 | Certificate of Incorporation, as amended and as currently in effect | S-1/A | 333- 220710 | 3.1 | 10/6/2017 | |||||||||||||
| 4.2 | Third Amended and Restated Bylaws, as currently in effect. | S-1/A | 333- 220710 | 3.2 | 10/6/2017 | |||||||||||||
| 4.3 | Specimen Stock Certificate of the Registrant | S-1/A | 333- 220710 | 4.1 | 10/19/2017 | |||||||||||||
| 5.1 | Opinion of Lowenstein Sandler LLP | X | ||||||||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | ||||||||||||||||
| 23.2 | Consent of Lowenstein Sandler LLP (filed as part of Exhibit 5.1) | X | ||||||||||||||||
| 24.1 | Power of Attorney (contained on the signature page of this registration statement on Form S-8) | X | ||||||||||||||||
| 99.1 | Altair Engineering Inc. 2017 Equity Incentive Plan and forms of equity agreements thereunder | S-1/A | 333-220710 | 10.12 | 10/19/2017 | |||||||||||||
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 Troy, State of Michigan, on this 21st day of March, 2018.
| ALTAIR ENGINEERING INC. | ||
| By: | /s/ James R. Scapa | |
| James R. Scapa Chairman and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James R. Scapa and Howard N. Morof, 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 any and all pre-effective and post-effective amendments and to file such amendments thereto, with 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.
| Signature | Title | Date | ||
| /s/ James R. Scapa James R. Scapa |
Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
March 21, 2018 | ||
| /s/ Howard N. Morof Howard N. Morof |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 21, 2018 | ||
| /s/ James E. Brancheau James E. Brancheau |
Director | March 21, 2018 | ||
| /s/ Steve Earhart |
Director | March 21, 2018 | ||
| Steve Earhart | ||||
| /s/ Jan Kowal Jan Kowal |
Director | March 21, 2018 | ||
| /s/ Trace Harris Trace Harris |
Director | March 21, 2018 | ||
| /s/ Richard Hart |
Director | March 21, 2018 | ||
| Richard Hart | ||||
Exhibit 5.1
March 21, 2018
Altair Engineering Inc.
1820 E. Big Beaver Road
Troy, Michigan 48083
Re: Form S-8 Registration Statement of Altair Engineering Inc.
We have acted as counsel for Altair Engineering Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 1,896,995 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), issuable pursuant to awards under the Altair Engineering Inc. 2017 Equity Incentive Plan, (the “Plan”).
In connection with rendering this opinion, we have examined: (i) the Plan; (ii) the Certificate of Incorporation of the Company (the “Certificate”); (iii) the Bylaws of the Company; and (iv) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity of original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares being registered pursuant to the Registration Statement, when issued and delivered upon the grant or exercise of awards in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of a copy of this opinion letter 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 Act.
Very truly yours,
/s/ Lowenstein Sandler LLP
Lowenstein Sandler LLP
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 2017 Equity Incentive Plan of Altair Engineering Inc. of our report dated March 21, 2018, with respect to the consolidated financial statements and schedule of Altair Engineering Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Detroit, Michigan
March 21, 2018