As filed with the Securities and Exchange Commission on June 7, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Armstrong Flooring, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation or organization)
47-4303305
(I.R.S. Employer Identification No.)
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
(717) 397-0611
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Amended and Restated Armstrong Flooring, Inc. 2016 Directors Stock Unit Plan
(Full title of the plan)
Christopher S. Parisi
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer
Armstrong Flooring, Inc.
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
(717) 397-0611
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
James
W. McKenzie, Jr.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103
(215) 963-5000
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.
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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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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class 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 (3)
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Common Stock, $0.0001 par value per share
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300,000
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$5.92
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$1,776,000
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$193.76
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(1)
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Represents an aggregate 300,000 shares of common stock, par value $0.0001 per share, of Armstrong Flooring,
Inc. (the Registrant), that may be issued pursuant to the Amended and Restated Armstrong Flooring, Inc. 2016 Directors Stock Unit Plan (the Directors Plan).
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(2)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
registration statement also covers additional shares that may become issuable under the Directors Plan by reason of certain corporate transactions or events, including any common stock dividend, common stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding common stock.
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(3)
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Established solely for purposes of determining the registration fee pursuant to provisions of Rules 457(c) and
457(h) under the Securities Act by averaging the high and low sale prices of the Registrants common stock as reported by the New York Stock Exchange on June 2, 2021.
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