Document

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. (Check one):

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.





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 (3)
Common Stock, par value $0.01 per share, issuable under the 2020 Employee Stock Purchase Plan		5,500,000	$13.11	$72,105,000	$9,359.23

(1)	Pursuant to Rule 416(a) under 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, par value $0.01 per share (the “Common Stock”) issuable under the Registrant’s 2020 Employee Stock Purchase Plan (the “Plan”) by reason of any stock split, stock dividend, recapitalization or other similar transaction which result in an increase in the number of the outstanding shares of the Common Stock.
(2) (3)	Estimated solely for the purposes of determining the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act based upon the average of the high and low prices of the Common Stock on March 2, 2020, as reported on the New York Stock Exchange. The amount of the registration fee is calculated pursuant to Section 6(b) of the Securities Act, which currently provides that the filing fee rate shall be “$129.80 per $1 million” of the maximum aggregate price at which such securities are proposed to be offered.

The Registrant hereby files this Registration Statement on Form S-8 (the “Registration Statement”) to register an aggregate of 5,500,000 shares of the Registrant’s Common Stock, par value $0.01 per share (the “Common Stock”), reserved for issuance under the Registrant’s 2020 Employee Stock Purchase Plan.

*The documents containing the information specified in this Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the document incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Commission. The following documents, which are on file with the Commission, are incorporated in this Registration Statement by reference:




(1)			The Registrant’s annual report on Form 10-K for its fiscal year ended September 30, 2019, filed with the Commission on November 29, 2019, as amended by Amendment No. 1 on Form 10-K/A, filed with the Commission on March 6, 2020;
(2) (3)			The Registrant’s quarterly report on Form 10-Q for the first quarter of fiscal 2020 ended December 31, 2019, filed with the Commission on February 10, 2020; The Registrant’s current report on Form 8-K, filed with the Commission on October 3, 2019, October 7, 2019, October 31, 2019, November 13, 2019 (including the current report on Form 8-K/A filed on November 13, 2019), November 18, 2019, November 19, 2019, January 6, 2020, February 26, 2020 and March 4, 2020 (other than any portions thereof that are furnished under Item 2.02 or Item 7.01 and any exhibits included with such Items); and
(4)			The Registrant’s Registration Statement on Form 10 initially filed with the Commission on November 13, 2017, including the description of the Common stock contained therein, including any amendment or report filed for the purpose of updating, changing or otherwise modifying 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 this Registration Statement and prior to the filing of a post-effective amendment that 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 in this Registration Statement and to be part hereof from the date of the filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed to be filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant’s amended and restated certificate of incorporation provides for this limitation of liability.

Section 145 of the DGCL provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

The Registrant’s amended and restated certificate of incorporation and amended and restated bylaws provide that the Registrant must indemnify its directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

The Registrant has entered into indemnification agreements with each of its current directors and officers. These agreements require the Registrant to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Registrant, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Registrant’s amended and restated certificate of incorporation, the Registrant’s amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

The Registrant maintains standard policies of insurance that provide coverage (1) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to the Registrant with respect to indemnification payments that it may make to such directors and officers.

(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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement.

(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.

(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.

(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.

Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on the 6th of March, 2020.

Each person whose signature appears below constitutes and appoints Shefali Shah, 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), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Name

Position

Date

/s/ James M. Chirico, Jr.

Director, President and Chief Executive Officer

March 6, 2020

James M. Chirico, Jr.

(Principal Executive Officer)

/s/ Kieran J. McGrath

Executive Vice President & Chief Financial Officer

March 6, 2020

Kieran J. McGrath

(Principal Financial Officer)

/s/ Kevin Speed

Vice President, Chief Accounting Officer & Controller

March 6, 2020

Kevin Speed

(Principal Accounting Officer)

/s/ William D. Watkins

Chairman of the Board

March 6, 2020

William D. Watkins

/s/ Stephan Scholl

Director

March 6, 2020

Stephan Scholl

/s/ Susan L. Spradley

Director

March 6, 2020

Susan L. Spradley

/s/ Stanley J. Sutula, III

Director

March 6, 2020

Stanley J. Sutula, III

/s/ Scott D. Vogel

Director

March 6, 2020

Scott D. Vogel

/s/ Jacqueline E. Yeaney

Director

March 6, 2020

Jacqueline E. Yeaney


Delaware						26-1119726
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Exhibit No.			Description of Exhibit

4.1			Amended and Restated Certificate of Incorporation of Avaya Holdings Corp. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed on December 15, 2017).
4.2			Amended and Restated Bylaws of Avaya Holdings Corp. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on November 14, 2018).
4.3			Avaya Holdings Corp. 2020 Employee Stock Purchase Plan (incorporated herein by reference to Annex C to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on January 17, 2020).
5.1			Opinion of Baker & McKenzie LLP.
23.1			Consent of Independent Registered Public Accounting Firm.
23.2			Consent of Independent Registered Public Accounting Firm.
23.3			Consent of Baker & McKenzie LLP (included as part of the opinion filed as Exhibit 5.1 hereto and incorporated herein by reference).
24.1			Power of Attorney (contained on signature page hereto).


			AVAYA HOLDINGS CORP.
			By:			/s/ Shefali Shah
			Name: Title:			Shefali Shah Executive Vice President, Chief Administrative Officer and General Counsel