As filed with the Securities and Exchange Commission on May 23, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONSTRUCTION PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 26-0758017 | |||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |||
290 Healthwest Drive, Suite 2 Dothan, Alabama 36303 |
||||
(Address of Principal Executive Offices, Including Zip Code) |
Construction Partners, Inc. Employee Stock Purchase Plan
(Full title of the plan)
Gregory A. Hoffman
Senior Vice President and
Chief Financial Officer
290 Healthwest Drive, Suite 2
Dothan, Alabama 36303
Telephone: (334) 673-9763
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Greg R. Samuel
Rosebud Nau
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas
(214) 651-5000
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. ☐
PART I
The information specified in Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the Securities Act), and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I will be delivered to the participants in the Construction Partners, Inc. Employee Stock Purchase Plan (the Plan) as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Construction Partners, Inc. (the Registrant) with the Securities and Exchange Commission (the Commission) are incorporated herein by reference:
(a) The Registrants Annual Report on Form 10-K for the year ended September 30, 2022, filed with the Commission on November 22, 2022 (File No. 001-38479) (including the information specifically incorporated by reference into the Annual Report on Form 10-K from the Registrants Definitive Proxy Statement on Schedule 14A, filed with the Commission on January 24, 2023);
(b) The Registrants Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, filed with the Commission on February 9, 2023 (File No. 001-38479);
(c) The Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on May 9, 2023 (File No. 001-38479);
(d) The Registrants Current Report on Form 8-K dated October 4, 2022, filed with the Commission on October 4, 2022 (File No. 001-38479);
(e) The Registrants Current Report on Form 8-K dated November 3, 2022, filed with the Commission on November 9, 2022 (File No. 001-38479);
(f) The Registrants Current Report on Form 8-K dated November 17, 2022, filed with the Commission on November 22, 2022 (File No. 001-38479) (excluding Item 2.02);
(g) The Registrants Current Report on Form 8-K dated December 2, 2022, filed with the Commission on December 2, 2022 (File No. 001-38479);
(h) The Registrants Current Report on Form 8-K dated February 23, 2023, filed with the Commission on February 24, 2023 (File No. 001-38479);
(i) The Registrants Current Report on Form 8-K dated March 6, 2023, filed with the Commission on March 6, 2023 (File No. 001-38479) (excluding Item 7.01); and
(j) The description of the Registrants Class A common stock, which is contained in Exhibit 4.3 attached to the Registrants Annual Report on Form 10-K for the year ended September 30, 2022 (File No. 001-38479), filed with the Commission on November 22, 2022 (as updated by Items 5.03 and 9.01 of the Registrants Current Report on Form 8-K dated February 23, 2023, filed with the Commission on February 24, 2023 (File No. 001-38479)).
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (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, are incorporated by reference in this Registration Statement and are a part hereof from the date of 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 current Items 2.02 or 7.01 of Form 8-K that is not deemed 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 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Limitation of Liability
Section 102(b)(7) of the Delaware General Corporation Law (the DGCL) permits a corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors and officers to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability:
| for any breach of a director or officers duty of loyalty to the corporation or its stockholders; |
| for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
| of a director in respect of certain unlawful dividend payments or stock redemptions or repurchases; |
| for any transaction from which a director or officer derives an improper personal benefit; and |
| of an officer in any action by or in the right of the corporation. |
In accordance with Section 102(b)(7) of the DGCL, the amended and restated certificate of incorporation (the Certificate) of the Registrant provides that no director or officer shall be personally liable to the Registrant or any of its stockholders for monetary damages resulting from breaches of their fiduciary duty as directors or officers, except to the extent such limitation on or exemption from liability is not permitted under the DGCL or any other law of the State of Delaware. The effect of this provision is to eliminate the rights of the Registrant and its stockholders (through stockholders derivative suits on the Registrants behalf) to recover monetary damages against a director or officer for breach of the fiduciary duty of care as a director or officer, including breaches resulting from negligent or grossly negligent behavior, except as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate the rights of the Registrant or its stockholders to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director or officers duty of care.
If the DGCL or any other law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the liability of directors or officers, then, in accordance with the Certificate, the liability of the Registrants directors or officers to the Registrant or its stockholders will be eliminated or limited to the fullest extent authorized by the DGCL or any other law of the State of Delaware, as so amended. Any repeal or amendment of provisions of the Certificate limiting or eliminating the liability of directors or officers, whether by the Registrants stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits the Registrant to further limit or eliminate the liability of directors or officers on a retroactive basis.
Indemnification
Section 145 of the DGCL permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorneys fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action or suit (i.e., one by or in the right of the corporation), indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
The Certificate provides that the Registrant shall, to the fullest extent authorized or permitted by applicable law, indemnify its current and former directors and officers, as well as those persons who, while directors or officers of the Registrant, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expenses, liability and loss (including, without limitation, attorneys fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing, a person eligible for indemnification pursuant to the Certificate shall be indemnified by the Registrant in connection with a proceeding initiated by such person only if such proceeding was authorized by the Registrants board of directors, except for proceedings to enforce rights to indemnification.
The right to indemnification conferred by the Certificate is a contractual right that includes the right to be paid by the Registrant the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses will be made only upon delivery to the Registrant of an undertaking, by or on behalf of any person covered by the Certificate, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under the Certificate or otherwise.
The rights to indemnification and advancement of expenses are not deemed to be exclusive of any other rights which any person covered by the Certificate may have or hereafter acquire under law, the Certificate, the amended and restated by-laws of the Registrant (the By-Laws), an agreement, vote of stockholders or disinterested directors, or otherwise.
Any repeal or amendment of provisions of the Certificate affecting indemnification rights, whether by the Registrants stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (to the extent permitted by applicable law) be prospective only, except to the extent such amendment or change in law permits the Registrant to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. The Certificate also permits the Registrant, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than those specifically covered by the Certificate.
The By-Laws include provisions relating to advancement of expenses and indemnification rights consistent with those set forth in the Certificate. In addition, the By-Laws provide for a right of indemnitee to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by the Registrant within a specified period of time. The By-Laws also permit the Registrant to purchase and maintain insurance, at its expense, to protect the Registrant and/or any of its directors, officers, employees or agents, or another entity, trust or other enterprise, against any expense, liability or loss, whether or not the Registrant would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Any repeal or amendment of provisions of the By-Laws affecting indemnification rights, whether by the Registrants board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits the Registrant to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
The Registrant has entered into indemnification agreements with each of its current directors and executive 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 Registrant also intends to enter into indemnification agreements with its future directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
There is currently no pending material litigation or proceeding involving any of the Registrants directors, officers or employees for which indemnification is sought.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
* | Filed herewith |
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(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 this 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 this 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 this registration statement; and
(iii) To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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 in 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans 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 provisions referenced in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange 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 hereunder, 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 of 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, 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 Dothan, State of Alabama, on the 23rd day of May, 2023.
CONSTRUCTION PARTNERS, INC. | ||
By: | /s/ Gregory A. Hoffman | |
Name: Gregory A. Hoffman | ||
Title: Senior Vice President and Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gregory A. Hoffman and Fred J. (Jule) Smith, III, and each of them, his or her true and lawful attorneys-in-fact and agents, 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 any and all additional registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto each said attorney-in-fact and agents 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.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Fred J. (Jule) Smith, III |
President, Chief Executive Officer and Director (Principal Executive Officer) |
May 23, 2023 | ||
Fred J. (Jule) Smith, III | ||||
/s/ Gregory A. Hoffman |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
May 23, 2023 | ||
Gregory A. Hoffman | ||||
/s/ Todd K. Andrews |
Chief Accounting Officer (Principal Accounting Officer) |
May 23, 2023 | ||
Todd K. Andrews | ||||
/s/ Ned N. Fleming, III |
Executive Chairman of the Board | May 23, 2023 | ||
Ned N. Fleming, III | ||||
/s/ Charles E. Owens |
Vice Chairman of the Board | May 23, 2023 | ||
Charles E. Owens | ||||
/s/ Craig Jennings |
Director | May 23, 2023 | ||
Craig Jennings |
/s/ Mark R. Matteson |
Director | May 23, 2023 | ||
Mark R. Matteson | ||||
/s/ Michael H. McKay |
Director | May 23, 2023 | ||
Michael H. McKay | ||||
/s/ Stefan L. Shaffer |
Director | May 23, 2023 | ||
Stefan L. Shaffer | ||||
/s/ Noreen E. Skelly |
Director | May 23, 2023 | ||
Noreen E. Skelly |
Exhibit 5.1
May 23, 2023
Construction Partners, Inc.
290 Healthwest Drive, Suite 2
Dothan, Alabama 36303
Re: | Construction Partners, Inc. Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Construction Partners, Inc., a Delaware corporation (the Company), with respect to certain legal matters in connection with the preparation of the Companys Registration Statement on Form S-8 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act), filed with the Securities and Exchange Commission on the date hereof. The Registration Statement relates to the registration of 1,000,000 shares (the Shares) of the Companys Class A common stock, $0.001 par value per share (the Common Stock), reserved for issuance pursuant to future awards under the Construction Partners, Inc. Employee Stock Purchase Plan (the ESPP).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
The opinion expressed herein is limited exclusively to the General Corporation Law of the State of Delaware, as currently in effect, and we have not considered, and express no opinion on, any other laws.
In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation of the Company, as amended through February 23, 2023, and the Amended and Restated By-Laws of the Company; (ii) certain resolutions of the board of directors and stockholders of the Company related to the approval of the ESPP; (iii) the ESPP; (iv) the Registration Statement and all exhibits thereto; (v) the specimen Common Stock certificate; (vi) a certificate executed by an officer of the Company, dated as of the date hereof; and (vii) such other records, documents and instruments as we considered appropriate for purposes of the opinion stated herein.
In making the foregoing examinations, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents submitted to us as certified, conformed or photostatic copies thereof and the authenticity of the originals of such latter documents. As to all questions of fact material to the opinion stated herein, we have, without independent third-party verification of their accuracy, relied in part, to the extent we deemed reasonably necessary or appropriate, upon the representations and warranties of the Company contained in such documents, records, certificates, instruments or representations furnished or made available to us by the Company.
In rendering the opinion set forth below, we have assumed that, at the time of the issuance of the Shares, (i) the resolutions referred to above will not have been modified or rescinded; (ii) there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or fully paid status of the Common Stock; and (iii) the Company will receive consideration for the issuance of the Shares that is at least equal to the par value of the Common Stock.
Haynes and Boone, LLP | 2323 Victory Avenue | Suite 700 | Dallas, TX 75219 T: 214.651.5000 | haynesboone.com |
Construction Partners, Inc.
May 23, 2023
Page 2
Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that upon the issuance of the Shares in accordance with the terms of the ESPP, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to us in 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 and the rules and regulations thereunder. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion after the date hereof to reflect any facts or circumstances that may thereafter come to our attention or any changes that may thereafter occur.
Very truly yours, |
/s/ Haynes and Boone, LLP |
HAYNES AND BOONE, LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Construction Partners, Inc. of our reports dated November 22, 2022, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Construction Partners, Inc., appearing in the Annual Report on Form 10-K of Construction Partners, Inc. for the year ended September 30, 2022.
/s/ RSM US LLP
Birmingham, Alabama
May 23, 2023
EXHIBIT 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
Construction Partners, Inc.
(Exact Name as Specified in its Charter)
Table 1 - Newly Registered Shares
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit (2) |
Maximum Aggregate Offering Price (2) |
Fee Rate |
Amount of Registration Fee | |||||||
Equity |
Class A Common Stock, par value $0.001 per share | Other (2) | 1,000,000 | $27.91 | $27,905,000 | 0.00011020 | $3,075.13 | |||||||
Total Offering Amounts |
| $27,905,000 | | $3,075.13 | ||||||||||
Total Fee Offsets |
| | | $3,075.13 | ||||||||||
Net Fee Due |
| | | $0.0 |
(1) | This Registration Statement on Form S-8 (the Registration Statement) covers (i) shares of Class A common stock, $0.001 par value per share (Common Stock), of Construction Partners, Inc. (the Registrant) authorized for issuance under the Construction Partners, Inc. Employee Stock Purchase Plan (the Plan) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), any additional shares of Common Stock that may become issuable under the Plan by reason of any stock dividend, stock split or other similar transaction. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, based on the average of the high and low prices reported for a share of Common Stock on The Nasdaq Global Select Market on May 16, 2023. |
Table 2 - Fee Offset Claims and Sources
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source | ||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims (1) |
Construction Partners, Inc. |
S-3 | 333-232555 | July 3, 2019 |
| $3,075.13 | Unallocated (Universal) |
Unallocated (Universal) Shelf |
(1) | $250,000,000 | | |||||||||||
Fee Offset Sources (2) |
Construction Partners, Inc. |
S-3 | 333-232555 | | July 3, 2019 |
| | | | | $3,075.13 |
(1) | The Registrant previously filed a Registration Statement on Form S-3 with the Securities and Exchange Commission on July 3, 2019 (File No. 333-232555) (the Prior Registration Statement), which was declared effective on July 16, 2019, that registered an aggregate of $250,000,000 of an indeterminate amount of newly issued securities to be offered by the Registrant from time to time (the Unsold Securities). The Registrant hereby confirms that the offering of the Unsold Securities has been terminated. |
(2) | The Registrant expects to offset the registration fee due hereunder by an amount of fees that was previously paid with respect to the Unsold Securities covered by the Prior Registration Statement pursuant to Rule 457(p) under the Securities Act. The fee previously paid for the Unsold Securities covered by the Prior Registration Statement was $30,300.00. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this Registration Statement of $3,075.13 from the fees previously paid in connection with the Unsold Securities covered by the Prior Registration Statement, with $27,224.87 remaining to be applied to future filings. Accordingly, no additional registration fee is being paid in connection with the filing of this Registration Statement. |
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