As filed with the Securities and Exchange Commission on January 14, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ecovyst Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
81-3406833 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
300 Lindenwood Drive
Malvern, Pennsylvania 19355
(Address of Principal Executive Offices) (Zip Code)
Ecovyst Inc. 2017 Omnibus Incentive Plan, as Amended and Restated
(Full title of the plan)
Belgacem Chariag
Chairman, President and Chief Executive Officer
Ecovyst Inc.
300 Lindenwood Drive
Malvern, Pennsylvania 19355
(610) 651-4400
(Name, address and telephone number, including area code, of agent for service)
with copies to:
Craig Marcus
Tara Fisher
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
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. ☐
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee (2) | ||||
| Common Stock, $0.01 par value |
9,000,000 (3) | $9.94 | $89,460,000 | $8,292.95 | ||||
|
| ||||||||
|
| ||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes any additional shares of the registrant’s common stock that may be issued pursuant to anti-dilution provisions contained in the Ecovyst Inc. 2017 Omnibus Incentive Plan, as Amended and Restated (the “2017 Plan”). |
| (2) | Pursuant to Rules 457(c) and 457(h) under the Securities Act, the registration fee was computed on the basis of the average of the high and low prices of the registrant’s common stock on the New York Stock Exchange on January 10, 2022. |
| (3) | Represents shares of the registrant’s common stock reserved for future issuance under the 2017 Plan. |
EXPLANATORY NOTE
This Registration Statement is being filed to register an additional 9,000,000 shares of the registrant’s common stock for issuance under the Ecovyst Inc. 2017 Omnibus Incentive Plan, as Amended and Restated (formerly, the PQ Group Holdings Inc. 2017 Omnibus Inventive Plan, as Amended and Restated). Pursuant to General Instruction E to Form S-8, the registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-220774) filed with the Securities and Exchange Commission on October 2, 2017.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits |
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 Malvern, Commonwealth of Pennsylvania, on January 14, 2022.
| Ecovyst Inc. | ||
| By: | /s/ Belgacem Chariag | |
| Belgacem Chariag | ||
| Chairman, President and Chief Executive Officer | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Belgacem Chariag, Michael Feehan and Joseph S. Koscinski, and each of them acting individually, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign 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 Securities and Exchange 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 in connection therewith, as fully to 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 their 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 date indicated.
| Signature |
Title |
Date | ||
| /s/ Belgacem Chariag Belgacem Chariag |
Chairman, President and Chief Executive Officer (Principal Executive Officer) |
January 14, 2022 | ||
| /s/ Michael Feehan Michael Feehan |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
January 14, 2022 | ||
| /s/ Christopher Behrens Christopher Behrens |
Director |
January 14, 2022 | ||
| /s/ Greg Brenneman Greg Brenneman |
Director |
January 14, 2022 | ||
| /s/ Robert Coxon Robert Coxon |
Director |
January 14, 2022 | ||
| /s/ Martin Craighead Martin Craighead |
Director |
January 14, 2022 | ||
| /s/ Andrew Currie | Director | January 14, 2022 | ||
| Andrew Currie | ||||
| /s/ Jonny Ginns | Director | January 14, 2022 | ||
| Jonny Ginns | ||||
| /s/ Mark McFadden | Director | January 14, 2022 | ||
| Mark McFadden | ||||
| /s/ Kyle Vann | Director | January 14, 2022 | ||
| Kyle Vann | ||||
| /s/ Timothy Walsh | Director | January 14, 2022 | ||
| Timothy Walsh | ||||
| /s/ Susan Ward | Director | January 14, 2022 | ||
| Susan Ward | ||||