Canada
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98-0626225
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Item 1. |
Plan Information.*
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Item 2. |
Registrant Information and Employee Plan Annual Information.*
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Item 3. |
Incorporation of Documents By Reference
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● |
● |
the Company’s Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof) filed with the SEC on January 17, 2023 (two
Current Reports), January 23, 2023 (two Current Reports), February
1, 2023, February 21, 2023, February 28, 2023, March
2, 2023, March 7, 2023, March 15, 2023 (two
Current Reports) (with respect to the first Current Report, as amended by the Current Report on Form 8-K/A filed with the
SEC on April 4, 2023), March 17, 2023, March 21, 2023 (as amended by two Current Reports
on Form 8-K/A filed with the SEC on April 4, 2023) and April 6, 2023;
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● |
The description of the Company’s Common Shares contained in the Company’s registration statement on Form 8-A,
filed with the SEC on September 26, 1997, as updated by Exhibit 4.2 to
the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with SEC on February 27, 2020, including any amendment or report filed for the purpose of updating such description; and
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● |
The description of the Company’s common share purchase rights contained in the Company’s registration statement on Form 8-A, filed with
the SEC on February 22, 2007, as updated by Exhibit 4.2 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with SEC on February 27, 2020, including any amendment or report filed for the purpose of updating such description.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel
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Item 6. |
Indemnification of Directors and Officers
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Item 7.
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Exemption From Registration Claimed.
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Item 8.
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Exhibits
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* |
Filed herewith.
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Item 9. |
Undertakings.
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(a) |
The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (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 registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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(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.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(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 this registration statement 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.
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(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 SEC, 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 for 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.
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RITCHIE BROS. AUCTIONEERS INCORPORATED
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By:
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/s/ Ann Fandozzi | |
Ann Fandozzi
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ Ann Fandozzi |
Chief Executive Officer and Director
(principal executive officer)
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May 9, 2023
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Ann Fandozzi
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/s/ Eric Jacobs |
Chief Financial Officer (principal financial officer and principal accounting officer)
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May 9, 2023
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Eric Jacobs
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/s/ Erik Olsson |
Director, Board Chair
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May 9, 2023
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Erik Olsson
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/s/ Brian Bales |
Director
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May 9, 2023
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Brian Bales
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/s/ William Breslin |
Director
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May 9, 2023
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William Breslin
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/s/ Adam DeWitt |
Director
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May 9, 2023
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Adam DeWitt
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/s/ Robert G. Elton |
Director
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May 9, 2023
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Robert G. Elton
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/s/ Lisa Hook
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Director
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May 9, 2023
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Lisa Hook
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/s/ Timothy O’Day |
Director
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May 9, 2023
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Timothy O’Day
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/s/ Sarah Raiss |
Director
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May 9, 2023
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Sarah Raiss
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/s/ Michael Sieger |
Director
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May 9, 2023
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Michael Sieger
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/s/ Jeffrey C. Smith |
Director
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May 9, 2023
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Jeffrey C. Smith
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/s/ Carol M. Stephenson |
Director
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May 9, 2023
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Carol M. Stephenson
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McCarthy Tétrault LLP
Suite 2400, 745 Thurlow Street
Vancouver BC V6E 0C5
Canada
Tel: 604-643-7100
Fax: 604-643-7900
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Re: |
Registration Statement on Form S-8 of Ritchie Bros. Auctioneers Incorporated
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(a) |
9,355,000 Common Shares (the “Award Shares”) reserved for allotment out of the authorized
but unissued share capital of the Company for equity awards granted under the Company’s 2023 Share Incentive Plan (the “2023 Plan”), which 2023 Plan
was approved by the board of directors of the Company (the “Board”) on April 3, 2023 and approved by the shareholders of the Company on May 8, 2023;
and
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(b) |
3,000,000 Common Shares (the “ESPP Shares”) reserved for allotment out of the authorized
but unissued share capital of the Company for issuance to eligible employees pursuant to the terms and conditions of the Company’s 2023 Employee Stock Purchase Plan (the “2023 ESPP”), which 2023 ESPP was approved by the Board on April 3, 2023 and approved by the shareholders of the Company on May 8, 2023.
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page 2
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(i) |
the Award Shares, when issued by the Company in accordance with the terms and conditions of the 2023 Plan and the applicable awards agreements; and
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(ii) |
the ESPP Shares, when issued by the Company in accordance with the terms and conditions of the 2023 ESPP,
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Yours very truly,
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/s/ McCarthy Tétrault LLP
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/s/ Ernst & Young LLP
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Chartered Professional Accountants
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Vancouver, Canada
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May 9, 2023
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Security
Type
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Security Class Title
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Fee
Calculation
Rule
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Amount
Registered(1)
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Proposed
Maximum Offering
Price Per Share
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Maximum
Aggregate Offering
Price
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Fee Rate
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Amount of
Registration Fee
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Equity
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Common Shares(2)
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457(h)
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12,355,000 (3)
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$55.895 (4)
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$690,582,725
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$0.00011020
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$76,102.21
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Total Offering Amounts
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$690,582,725
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$76,102.21
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|||||
Total Fee Offsets
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—
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||||||
Net Fee Due
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$76,102.21
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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 of the registrant’s additional common shares, which become issuable under
the applicable plans by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding
common shares.
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(2) |
Each common share includes an attached right arising under and subject to the terms set forth in the Amended and Restated Shareholder Rights Plan Agreement dated as of February 28, 2019, between Ritchie Bros.
Auctioneers Incorporated and Computershare Investor Services, Inc., as Rights Agent (the “Rights Agreement”). Until the occurrence of certain events described in the Rights Agreement, the rights are not exercisable, are evidenced by the
registrant’s common shares and transfer automatically with, and only with, the common shares.
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(3) |
Consists of 9,355,000 common shares issuable pursuant to the Ritchie Bros. Auctioneers Incorporated 2023 Share Incentive Plan and 3,000,000 common shares issuable pursuant to the Ritchie Bros. Auctioneers
Incorporated 2023 Employee Stock Purchase Plan.
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(4) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, based upon the average of the high and low prices of the registrant’s common shares
as reported on the New York Stock Exchange on May 4, 2023.
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