As filed with the Securities and Exchange Commission on August 7, 2020

Registration No. 333-

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

BEACON ROOFING SUPPLY, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

505 Huntmar Park Drive, Suite 300, Herndon, VA 20170

(Address of Principal Executive Offices) (Zip Code)

 

Beacon Roofing Supply, Inc. Second Amended and Restated 2014 Stock Plan

(Full title of the plan)

 

Julian G. Francis

President and Chief Executive Officer

Beacon Roofing Supply, Inc.

505 Huntmar Park Drive, Suite 300

Herndon, Virginia 20170

(Name and address of agent for service)

 

(571) 323-3939

(Telephone number, including area code, of agent for service)

 

With a copy to:

Ross D. Cooper

Executive Vice President, General Counsel &Secretary

Beacon Roofing Supply, Inc.

505 Huntmar Park Drive, Suite 300

Herndon, Virginia 20170

 

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:

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.       ☐

 

 

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CALCULATION OF REGISTRATION FEE

 

 

 

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REGISTRATION OF ADDITIONAL SECURITIES – STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

The contents of the Registration Statements on Form S-8 (File No. 333-193904 and File No. 333-210416) filed by the Registrant with the Securities and Exchange Commission on February 12, 2014 and March 25, 2016, respectively, registering Common Stock issuable under the Plan are hereby incorporated by reference.

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.Interests of Named Experts and Counsel

Certain legal matters with respect to the legality of the shares offered hereby will be passed upon for the Registrant by Ross D. Cooper, Senior Vice President, General Counsel and Secretary of the Registrant. Mr. Cooper holds 17,845 shares of Common Stock, 22,972 restricted stock units, and options to acquire 43,523 shares of Common Stock.

Item 8.Exhibits

_______________________________ 

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SIGNATURES

The Registrant. 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 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 Town of Herndon, State of Virginia, on the 7th day of August, 2020.

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below appoints Julian G. Francis and Ross D. Cooper, or any of them, as such person’s true and lawful attorneys to execute in the name of each such person, and to file, any post-effective amendments to this Registration Statement that any of such attorneys shall deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission with respect thereto, in connection with this Registration Statement, which amendments may make such changes in such Registration Statement as any of the above-named attorneys deems appropriate, and to comply with the undertakings of the Company made in connection with this Registration Statement; and each of the undersigned hereby ratifies all that any of said attorneys shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

Exhibit 5

 

August 7, 2020

 

Beacon Roofing Supply, Inc.

505 Huntmar Drive, Suite 300

Herndon, Virginia  20170

 

Re:         Beacon Roofing Supply, Inc. – Registration of Common Stock, Par Value $.01 Per Share, on Form S-8

Ladies and Gentlemen:

I am the Executive Vice President, General Counsel & Secretary of Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”). I am rendering this opinion in connection with the Company’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) covering 4,850,000 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), issuable under the Beacon Roofing Supply, Inc. Second Amended and Restated 2014 Stock Plan (the “Plan”).

In that connection, I have examined such documents and have made such factual and legal investigations as I have deemed necessary or appropriate for the purpose of this opinion.

Based upon the foregoing, it is my opinion that those shares of Common Stock covered by the Registration Statement that are issued in accordance with the terms of the Plan will be legally issued, fully paid and non-assessable.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware, and I express no opinions with respect to the laws of any other jurisdiction. The opinion expressed in this opinion letter is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and I assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to my attention after that date or any changes in law that may occur or become effective after that date.

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. I do not, in giving such consent, admit that I am within the category of person whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission.

 

 

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8), dated August 7, 2020, pertaining to the Beacon Roofing Supply, Inc. Second Amended and Restated 2014 Stock Plan of our reports dated November 26, 2019, with respect to the consolidated financial statements of Beacon Roofing Supply, Inc. and the effectiveness of internal control over financial reporting of Beacon Roofing Supply, Inc. included in its Annual Report (Form 10-K) for the year ended September 30, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tysons, Virginia

August 7, 2020

SEC Filings