As filed with the Securities and Exchange Commission
on August 7, 2025
Registration No. 333-277282,
333-270012, 333-262999,
333-253535, 333-216728,
333-209829, 333-205245
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1 to FORM S-8 REGISTRATION
STATEMENT NO. 333-277282
POST-EFFECTIVE AMENDMENT No. 1 to FORM S-8 REGISTRATION
STATEMENT NO. 333-270012
POST-EFFECTIVE AMENDMENT No. 1 to FORM S-8 REGISTRATION
STATEMENT NO. 333-262999
POST-EFFECTIVE AMENDMENT No. 1 to FORM S-8 REGISTRATION
STATEMENT NO. 333-253535
POST-EFFECTIVE AMENDMENT No. 1 to FORM S-8 REGISTRATION
STATEMENT NO. 333-216728
POST-EFFECTIVE AMENDMENT No. 1 to FORM S-8 REGISTRATION
STATEMENT NO. 333-209829
POST-EFFECTIVE AMENDMENT No. 1 to FORM S-8 REGISTRATION
STATEMENT NO. 333-205245
UNDER
THE SECURITIES ACT OF 1933
ALARM.COM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
26-4247032 |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
|
8281 Greensboro Drive, Suite 100
Tysons, Virginia |
22102 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Alarm.com Holdings, Inc. 2015 Equity Incentive
Plan
Alarm.com Holdings, Inc. 2025 Equity Incentive
Plan
(Full title of the plan)
Stephen Trundle
Chief Executive Officer
Alarm.com Holdings, Inc.
8281 Greensboro Drive
Suite 100
Tysons, Virginia 22102
(Name and address of agent for service)
(877) 389-4033
(Telephone number, including area code, of agent
for service)
With a copy to:
Raquel Fox
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave NW
Washington, DC 20005
(202) 371-7000
|
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 |
þ |
|
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 Post-Effective Amendment No. 1 relates to the Form S-8 (Registration
No. 333-277282), filed on February 22, 2024, Form S-8 (Registration No. 333-270012) filed on February 24, 2023, Form S-8 (Registration
No. 333-262999) filed on February 24, 2022, Form S-8 (Registration No. 333-253535) filed on February 25, 2021, Form S-8 (Registration
No. 333-216728) filed on March 16, 2017, Form S-8 (Registration No. 333-209829) filed on February 29, 2016, and Form S-8 (Registration
No. 333-205245) filed on June 26, 2015 (collectively, the “Registration Statements”) of Alarm.com Holdings, Inc. (the “Company”
or the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) to register 2,493,408;
2,472,635; 2,512,972; 1,237,090; 2,308,615; 2,279,083; and 4,700,000 shares of common stock, respectively, all with par value $0.01 per
share, of the Company (the “Common Stock”), pursuant to the Alarm.com Holdings, Inc. 2015 Equity Incentive Plan, as amended
and restated (the “2015 Plan”).
On June 4, 2025 (the “Approval Date”), the stockholders
of the Company approved the Alarm.com Holdings, Inc. 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan provides
that: (i) no new awards may be granted under the 2015 Plan as of the Approval Date (although awards granted under the 2015 Plan prior
to the Approval Date (“2015 Outstanding Awards”) will remain outstanding in accordance with their terms and those of the 2015
Plan); and (ii) the shares of Common Stock that were available for grant under the 2015 Plan but were unissued as of the Approval Date
(the “2015 Unused Shares”) will become available for issuance
pursuant to awards granted under the 2025 Plan.
Accordingly, we are filing this Post-Effective Amendment No. 1 to each
of the Registration Statements (the Registration Statements as amended by Post-Effective Amendment No. 1, the “Amended Registration
Statements”), pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K, which requires the Company to disclose a material
change in the plan of distribution as it was originally disclosed in the Registration Statements, to add the 2025 Plan and reflect that,
as of the Approval Date, the previously registered 2015 Unused Shares may be issued under the 2025 Plan,
a copy of which is incorporated herein by reference as an exhibit hereto, along with a new opinion as to the validity of the 2015 Unused
Shares issuable pursuant to the 2025 Plan. This Post-Effective Amendment No. 1 to the Registration Statements
amends and supplements the items listed below. No additional shares of Common Stock are being registered hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Items
1 and 2 of Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from the Amended Registration Statements on Form
S-8 in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory
note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the
Alarm.com Holdings, Inc. 2025 Equity Incentive Plan, as covered by these Amended Registration Statements and as required by Rule 428(b)(1).
These documents and the documents incorporated by reference in these Amended Registration Statements pursuant to Item 3 of Part II of
Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE AMENDED REGISTRATION STATEMENTS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the informational and
reporting requirements of Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance
therewith files reports and other information with the Securities and Exchange Commission (the “Commission”). The following
documents filed by the Registrant with the Commission pursuant to the Exchange Act are incorporated by reference in these Amended Registration
Statements:
| (a) | The Registrant’s Annual Report on Form 10-K (File No. 001-37461) for the fiscal year ended December 31, 2024, filed with the
Commission on February 20, 2025; |
| (b) | The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May
9, 2025; |
| (c) | The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on August 7, 2025; |
| (d) | The Registrant’s Current Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 or Item
7.01 thereof), filed with the Commission on February
20, 2025, March 19, 2025
and June 6, 2025; and |
| (e) | The Registrant’s description of its Common Stock contained in Exhibit
4.5 to its Annual Report on Form 10-K filed with the Commission on February 24, 2022, including any amendment or report filed for
the purpose of updating such description. |
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of these Amended Registration Statements 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 these Amended Registration Statements and to be a part hereof from
the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statements, or portions
thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference
into these Amended Registration Statements. Any statement contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of these Amended Registration Statements to the extent that a statement
herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
that statement. Any such statement so modified or superseded shall not constitute a part of these Amended Registration Statements, except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Reference
is made to Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”), which enables a corporation in its certificate
of incorporation to eliminate or limit the personal liability of directors or officers of a corporation to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director or officer, except:
| · | for any breach of the director’s or officer’s
duty of loyalty to the corporation or its stockholders; |
| · | for acts or omissions by a director or officer not in good faith or which
involve intentional misconduct or a knowing violation of law; |
| · | by a director pursuant to Section 174 of the DGCL (providing for liability
of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); |
| · | for any transaction from which a director or officer derived an improper personal
benefit; or |
| · | for an officer in any action or in the right of the corporation. |
Section 145 of the DGCL provides that a corporation
has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request
of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened
to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification
shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability
but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
As permitted by the DGCL, the Registrant’s
certificate of incorporation and bylaws provide that: (1) the Registrant is required to indemnify its directors to the fullest extent
permitted by the DGCL; (2) the Registrant may, in its discretion, indemnify its officers, employees and agents as set forth in the
DGCL; (3) the Registrant is required, upon satisfaction of certain conditions, to advance all expenses incurred by its directors
in connection with certain legal proceedings; (4) the rights conferred in the bylaws are not exclusive; and (5) the Registrant
is authorized to enter into indemnification agreements with its directors, officers, employees and agents.
The Registrant has entered into agreements with
its directors that require it to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person
becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or
threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of the Registrant
or any of its affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed
to, the Registrant’s best interests. The indemnification agreements also set forth certain procedures that will apply in the event
of a claim for indemnification thereunder.
The Registrant maintains a directors’ and
officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain
wrongful acts in their capacities as directors and officers and reimburses the Registrant for those losses for which it has lawfully indemnified
the directors and officers. The policy contains various exclusions.
See also the undertakings set out in response to
Item 9 hereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
| Exhibit No. |
|
Description |
| 4.1 (1) |
|
Amended and Restated Certificate of Incorporation of the Registrant. |
| 4.2 (2) |
|
Amended and Restated Bylaws of the Registrant. |
| 4.3 (3) |
|
Form of Common Stock Certificate of the Registrant. |
| 5.1* |
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP (filed herewith). |
| 23.1* |
|
Consent of PricewaterhouseCoopers LLP (filed herewith). |
| 23.2* |
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1 and incorporated herein by reference). |
| 24.1* |
|
Power of Attorney (included as part of the signature page to these Amended Registration Statements). |
| 99.1 (4) |
|
Alarm.com Holdings, Inc. 2025 Equity Incentive Plan. |
* Filed herewith.
(1) Filed as Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K filed with the Commission on June 10, 2021, and incorporated herein by reference.
(2) Filed as Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K filed with the Commission on March 16, 2023, and incorporated herein by reference.
(3) Filed as Exhibit 4.1 to the Registrant’s
Registration Statement on Form S-1/A filed with the Commission on May 22, 2015 (File No. 333-204428), as amended, and incorporated herein
by reference.
(4) Filed as Appendix A of the Registrant’s
Definitive Proxy Statement on Schedule 14A filed on April 23, 2025, and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) (1) To file during any period in which offers or sales are being
made, a post-effective amendment to these Registration Statements:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Amended Registration Statements (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the Amended Registration Statements;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Amended Registration Statements or any material change to such information in the
Amended Registration Statements;
provided, however, paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the SEC by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated
by reference in the Amended Registration Statements;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the
termination of the offering. |
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the Amended Registration Statements shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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 these Amended Registration Statements to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tysons, Commonwealth of Virginia, on August 7, 2025.
| |
ALARM.COM HOLDINGS, INC.
|
| |
|
|
| |
By: |
/s/ Kevin Bradley |
| |
|
Kevin Bradley |
| |
|
Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Stephen Trundle and Kevin Bradley, and each or any one of them, 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 these Amended Registration
Statements 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 or 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 each of said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, as amended, these Amended Registration Statements on Form S-8 have been signed by the following persons in the capacities and
on the date indicated.
| Signature |
|
Title(s) |
|
Date |
| |
|
|
|
|
| /s/ Stephen Trundle |
|
Chief Executive Officer and Director |
|
August 7, 2025 |
| Stephen Trundle |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Kevin Bradley |
|
Chief Financial Officer |
|
August 7, 2025 |
| Kevin Bradley |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Timothy McAdam |
|
Chairman of the Board of Directors |
|
August 7, 2025 |
| Timothy McAdam |
|
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|
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| |
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|
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| /s/ Donald Clarke |
|
Director |
|
August 7, 2025 |
| Donald Clarke |
|
|
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| |
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|
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| /s/ Rear Admiral (Ret.) Stephen Evans |
|
Director |
|
August 7, 2025 |
| Rear Admiral (Ret.) Stephen Evans |
|
|
|
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| |
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|
|
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| /s/ Cecile Harper |
|
Director |
|
August 7, 2025 |
| Cecile Harper |
|
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| |
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| /s/ Darius G. Nevin |
|
Director |
|
August 7, 2025 |
| Darius G. Nevin |
|
|
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| |
|
|
|
|
| /s/ Timothy J. Whall |
|
Director |
|
August 7, 2025 |
| Timothy J. Whall |
|
|
|
|
| |
|
|
|
|
| /s/ Simone Wu |
|
Director |
|
August 7, 2025 |
| Simone Wu |
|
|
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|
