S-8

As filed with the Securities and Exchange Commission on June 26, 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

 

 

Enovis Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   54-1887631

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

2711 Centerville Road, Suite 400  
Wilmington, DE   19808
(Address of Principal Executive Offices)   (Zip Code)

Enovis Corporation 2020 Omnibus Incentive Plan

(Full Title of the Plan)

Matthew L. Trerotola

Chief Executive Officer

Enovis Corporation

2711 Centerville Road, Suite 400

Wilmington, DE 19808

(302) 252-9160

(Name, Address and Telephone of Agent for Service)

 

 

Copies to:

Michele L. Connell, Esq.

Squire Patton Boggs (US) LLP

1000 Key Tower

127 Public Square

Cleveland, OH 44114

(216) 479-8500

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐

 

 

 


EXPLANATORY NOTE

This Registration Statement is filed by Enovis Corporation (the “Company”) and relates to 2,100,000 shares of common stock, par value $0.001 per share (“Common Stock”), issuable under the Enovis Corporation 2020 Omnibus Incentive Plan, as amended (the “Plan”), which shares of Common Stock are in addition to (i) the 1,476,666 shares of Common Stock (as adjusted for the one-for-three reverse stock split effected by the Company on April 4, 2022) registered on the Company’s Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2020 (File No. 333-238564) and (ii) the 745,000 shares of Common Stock registered on the Company’s Form S-8 filed with the Commission on August 4, 2022 (File No. 333-266526) (together, the “Prior Registration Statements”). An amendment of the Plan, including an increase of 2,100,000 shares of Common Stock available for issuance thereunder, was approved at the Company’s 2024 Annual Meeting of Stockholders held on May 20, 2024 as previously reported on the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2024.

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

 

Exhibit
No.
   Description
  4.1    Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.01 to the Company’s Current Report on Form 8-K, as filed with the Commission on January 30, 2012)
  4.2    Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated April  4, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on April 8, 2022)
  4.3    Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated May  22, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on May 22, 2024)
  4.4    Enovis Corporation Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed with the Commission on April 8, 2022)
  5.1*    Opinion of Squire Patton Boggs (US) LLP*
 23.1*    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
 23.2*    Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1)
 24.1*    Power of Attorney of Enovis Corporation (included on signature page hereto)
 99.1    Enovis Corporation 2020 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on May 27, 2020)
 99.2    First Amendment to the Enovis Corporation 2020 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on June 13, 2022)
 99.3    Second Amendment to Enovis Corporation 2020 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on May 22, 2024)
107*    Filing Fee Table

 

*

Filed herewith.


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 Wilmington, State of Delaware, on this 26th day of June, 2024.

 

ENOVIS CORPORATION
By:   /s/ Matthew L. Trerotola
  Matthew L. Trerotola
  President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Matthew L. Trerotola and Bradley J. Tandy, and each of them severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or 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, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his 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 below.

 

Signature

  

Title

 

Date

/s/ Matthew L. Trerotola

Matthew L. Trerotola

   Chair of the Board, Chief Executive Officer and Director (Principal Executive Officer)   June 26, 2024

/s/ Phillip B. Berry

Phillip B. Berry

   Senior Vice President and Chief Financial Officer (Principal Financial Officer)   June 26, 2024

/s/ John Kleckner

John Kleckner

   Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)   June 26, 2024

/s/ Barbara W. Bodem

Barbara W. Bodem

   Director   June 26, 2024

/s/ Liam J. Kelly

Liam J. Kelly

   Director   June 26, 2024

/s/ Angela S. Lalor

Angela S. Lalor

   Director   June 26, 2024

/s/ Philip A. Okala

Philip A. Okala

   Director   June 26, 2024

/s/ Christine Ortiz

Christine Ortiz

   Director   June 26, 2024

/s/ A. Clayton Perfall

A. Clayton Perfall

   Director   June 26, 2024

/s/ Brady Shirley

Brady Shirley

   Director   June 26, 2024

/s/ Rajiv Vinnakota

Rajiv Vinnakota

   Director   June 26, 2024

/s/ Sharon L. Wienbar

Sharon L. Wienbar

   Director   June 26, 2024
EX-5.1

Exhibit 5.1

 

     

Squire Patton Boggs (US) LLP

1000 Key Tower

127 Public Squire

Cleveland, OH 44114

 

O +1 216 479 8500

F +1 216 479 8780

squirepattonboggs.com

 

LOGO

June 26, 2024

Enovis Corporation

2711 Centerville Road, Suite 400

Wilmington, DE 19808

 

Re:

Registration Statement on Form S-8

Ladies and Gentlemen,

We have acted as counsel to Enovis Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-8 (the “Registration Statement”), relating to the registration of the additional 2,100,000 shares (the “Plan Shares”) of common stock, par value $0.001 per share (“Common Stock”), issuable under the Enovis Corporation 2020 Omnibus Incentive Plan, as amended (the “Plan”).

As such counsel and for purposes of our opinion set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan and other such documents, resolutions, certificates and instruments of the Company and corporate records furnished to us by the Company, certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In addition to the foregoing, we have made such investigations of law and fact as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In such examination and in rendering the opinion expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us, (ii) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments, corporate records, certificates and other documents submitted to us, (iii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals, (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to authentic originals thereof, and that such originals


Enovis Corporation

June 26, 2024

Page 2

      Squire Patton Boggs (US) LLP

 

are authentic and complete, (v) the due authorization, execution and delivery of all agreements, instruments, certificates and other documents by all parties thereto (other than the Company), (vi) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion set forth below are true and correct, and (vii) that the officers and directors of the Company have properly exercised their fiduciary duties. As to all questions of fact material to the opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon representations and certificates or comparable documents of officers and representatives of the Company.

Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the opinion that the Plan Shares have been duly authorized by the Company and, when issued or sold in accordance with the Registration Statement and in accordance with the Plan, will be validly issued, fully paid and nonassessable.

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect as of the date of this letter, the Delaware General Corporation Law, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter. This opinion is given as of the effective date of the Registration Statement, and we assume no obligation to update or supplement the opinions contained herein to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,
/s/ Squire Patton Boggs (US) LLP
SQUIRE PATTON BOGGS (US) LLP

 

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-XXXXX) pertaining to the amendment to the Enovis Corporation 2020 Omnibus Incentive Plan of our reports dated February 22, 2024 with respect to the consolidated financial statements of Enovis Corporation and the effectiveness of internal control over financial reporting of Enovis Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

June 26, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

ENOVIS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               
Security
Type
 

Security

Class

Title(1)

 

Fee
Calculation

Rule

 

Amount

Registered(1)

 

Proposed

Maximum

Offering

Price Per
Share

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration
Fee

               
Equity   Common Stock, $0.001 par value   Other(2)   2,100,000   $44.45(2)   $93,345,000(2)   $147.60 per $1,000,000    $13,777.72
         
Total Offering Amounts     $93,345,000     $13,777.72
         
Total Fee Offsets         $0.00
         
Net Fee Due               $13,777.72

 

(1)

Pursuant to Rule 416(a) of 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 in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(h) and (c) under the Securities Act. The maximum offering price per share is based on the average of the high and low prices of the Common Stock of Enovis Corporation as reported on the New York Stock Exchange on June 20, 2024.