Securities Registration: Employee Benefit Plan (s-8)
May 18 2020 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDALIST DIVERSIFIED REIT, INC.
(Exact name of registrant as specified in
its charter)
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Maryland
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47-5201840
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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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11 S. 12th Street
Richmond, Virginia 23219
(804) 344-4435
(Address of principal executive offices) (Zip Code)
Medalist Diversified REIT, Inc.
2018 Equity Incentive Plan
(Full title of the Plan)
Thomas E. Messier
Medalist Diversified REIT, Inc.
1051 E. Cary Street, Suite 601
James Center Three
Richmond, VA 23219
(Name and address of agent for service)
(804) 344-4435
(Telephone number, including area code,
of agent for service)
Copy to:
Thomas G. Voekler, Esq.
Kaplan Voekler Cunningham & Frank, PLC
1401 East Cary Street
Richmond, Virginia 23219
Telephone: (804) 823-4000
Facsimile: (804) 823-4099
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, 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.
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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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x
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Smaller reporting company
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x
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Emerging growth company
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x
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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 13(a) of the Exchange Act ¨
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to Be
Registered (1)(2)
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Proposed
Maximum
Offering Price
per Share (3)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount of
Registration Fee
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Common Stock $0.01 par
value per share
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2,160,000
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$
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1.60
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$
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3,456,000
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$
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449
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(1)
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Pursuant to Rule 416 under the Securities Act of
1933, as amended (the “Securities Act”), the number of common shares registered hereunder includes such additional
number of common shares that may become issuable under the plan referenced above by reason of certain corporate transactions or
events, including any stock dividend, stock 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 of beneficial
interest.
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(2)
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Reflects an increase in shares equal to the maximum amount
of the Registrant’s shares of common stock issuable under its 2018 Equity Incentive Plan.
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(3)
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Estimated in accordance with Rules 457(c) and 457(h)
under the Securities Act solely for purposes of calculating the registration fee. The fee is based on a price of $1.60 per share,
the average of the high and low prices of the Registrant’s common stock as reported on the The Nasdaq Capital Market on
May 14, 2020.
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EXPLANATORY
NOTE
This
Registration Statement on Form S-8 (the “Registration Statement”) registers additional shares of common stock of Medalist
Diversified REIT, Inc. (the “Company”) to be issued pursuant to the Medalist Diversified REIT, Inc. 2018 Equity Incentive
Plan (the “Plan”). These additional shares of common stock equal the maximum amount of shares issuable under the Plan
and have become reserved for issuance as a result of the operation of provisions of the Plan, which provides that the total number
of shares subject to such plan may be increased on the first day of each year pursuant to a specified formula. Accordingly, the
content of the Registrant’s Registration Statement on Form S-8 (No. 333-228674) filed with the Securities and Exchange Commission
(the “Commission”) on December 4, 2018 is incorporated herein by reference pursuant to General Instruction E of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents
filed with the Commission by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), are hereby incorporated in this Registration Statement by reference:
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1.
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The Company’s Annual Report on Form 10-K filed with the Commission on March 24, 2020;
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2.
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The Company’s Amendment No. 1 to its Annual Report on Form 10-K filed with the Commission on April 1, 2020;
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3.
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The Company’s Amendment No. 2 to its Annual Report on Form 10-K filed with the Commission on April 2, 2020;
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4.
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The Company’s Quarterly Report on Form 10-Q filed with the Commission on May 14, 2020;
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6.
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The description of our Common Shares contained in our Form 8-A, filed October 25, 2018, including any amendments or reports
filed for the purpose of updating the description.
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In addition, all documents
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a
Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to
the filing of a post-effective amendment which indicates that all securities offered 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 a part hereof from
the date of filing of such documents.
Any statement contained
in this Registration Statement or 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 or incorporated
by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
ITEM 8.
EXHIBITS.
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†
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Filed herewith.
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*
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Previously filed with the Amendment to the Registrant’s Registration Statement on Form S-11 filed by the Registrant with the Securities and Exchange Commission on October 5, 2018.
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SIGNATURE PAGE
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 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 18th day of May, 2020.
MEDALIST DIVERSIFIED REIT, INC.
/s/
Thomas E. Messier
By: Thomas E. Messier
Chief Executive Officer, Secretary and Treasurer
POWER OF ATTORNEY
We, the undersigned
directors and officers of Medalist Diversified REIT, Inc. (the “Company”), and each of us, do hereby constitute and
appoint Thomas E. Messier, our true and lawful attorney-in-fact and agent, with full power of substitution, to do any and all acts
and things in our name and on our behalf in our capacities as directors and officers of the Company and to execute any and all
instruments for us and in our names in the capacities indicated below, which said attorney-in-fact or agent may 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, in connection with the filing of this Registration Statement on Form S-8, including
specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below
for the Company, any and all amendments (including post-effective amendments) to such Registration Statement and any related registration
statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended; and we do hereby ratify and confirm all that
said attorney and agent, or his substitute, or any of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Form S-8 registration statement has been signed by the following persons in the following capacities
on May 18, 2020.
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Name
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Title
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Date
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/s/ Thomas
E. Messier
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Chief
Executive Officer and Chairman of the Board
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May
18, 2020
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Thomas E. Messier
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(principal executive officer)
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/s/ C. Brent Winn, Jr.
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Chief Financial Officer
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May 18, 2020
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C. Brent Winn, Jr.
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(principal accounting officer and principal financial officer)
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/s/ William
R. Elliott
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President,
Chief Operating Officer and
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May
18, 2020
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William R. Elliott
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Vice Chairman of the Board
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/s/ Neil
P. Farmer
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Director
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May 18, 2020
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Neil P. Farmer
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Director
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May 18, 2020
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Charles S. Pearson, Jr.
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Director
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May 18, 2020
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Charles M. Polk, III
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/s/ Dianna
Raedle
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Director
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May 18, 2020
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Dianna Raedle
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/s/ Mark
Mullinix
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Director
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May 18, 2020
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Mark Mullinix
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