As filed with the Securities and Exchange Commission on August 8, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OPENLANE, Inc.
(Exact name of registrant as specified in its charter)

Delaware20-8744739
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)

11299 N. Illinois Street, Suite 500
Carmel, Indiana
46032
(Address of Principal Executive Offices)(Zip Code)

OPENLANE, Inc. Second Amended and Restated 2009 Omnibus Stock and Incentive Plan
(Full title of the plan)
Charles S. Coleman
Executive Vice President, Chief Legal Officer and Secretary
OPENLANE, Inc.
11299 N. Illinois Street, Suite 500
Carmel, Indiana 46032
(Name and address of agent for service)
(800) 923-3725
(Telephone number, including area code, of agent for service)
Copy to:
Dwight S. Yoo
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000
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
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 4,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of OPENLANE, Inc. (the “Company”) that may be issued and sold pursuant to the OPENLANE, Inc. Second Amended and Restated 2009 Omnibus Stock and Incentive Plan (the “Amended and Restated Plan”). Accordingly, the contents of the previous Registration Statements on Form S-8 filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 24, 2009 (File No. 333-164032), June 11, 2014 (File No. 333-196668) and June 4, 2021 (File No. 333-256782) are hereby incorporated by reference in this Registration Statement pursuant to General Instruction E of Form S-8.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended, and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I have been or will be delivered to the participants in the Amended and Restated Plan as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.
The following documents filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement and shall be deemed to be a part hereof (except for any portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission):
(a)The Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 21, 2024;
(b)The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024, filed with the Commission on May 2, 2024 and August 8, 2024, respectively;
(c)The Company’s Current Reports on Form 8-K filed with the Commission on January 22, 2024, June 10, 2024 and June 20, 2024; and
(d)The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on December 2, 2009, as amended by the description of Common Stock included in Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered by this Registration Statement 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 thereof from the date of filing such documents, other than the portions of such documents, which by statute, by designation in such document or otherwise (including, but not limited to, information disclosed by the Company under Items 2.02 or 7.01 of any Current Report on Form 8-K), are not deemed filed with the Commission or are not regarded to be incorporated herein by reference.
Any statement contained in a document all or a portion of which is incorporated or deemed to be incorporated by reference in this Registration Statement 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 is or 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.
The following exhibits are filed herewith or incorporated herein by reference.
EXHIBIT INDEX
Exhibit No.Description
3.1a
3.1b
3.2
4.1
5.1
23.1
23.2
24
107
* Filed herewith.


2


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Carmel, State of Indiana, on August 8, 2024.
OPENLANE, INC.
By: /s/ Brad S. Lakhia     
Name:    Brad S. Lakhia
Title:    Executive Vice President and Chief
Financial Officer





POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles S. Coleman and Brad S. Lakhia, and each of them, as his/her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him/her and in his/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 to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he/she may or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Peter J. Kelly
Chief Executive Officer and Director
(Principal Executive Officer)
August 8, 2024
Peter J. Kelly
/s/ Brad S. LakhiaExecutive Vice President and Chief Financial Officer (Principal Financial Officer)
August 8, 2024
Brad S. Lakhia
/s/ Dwayne P. PriceChief Accounting Officer
(Principal Accounting Officer)
August 8, 2024
Dwayne P. Price
/s/ Randolph AltschulerDirector
August 8, 2024
Randolph Altschuler
/s/ Carmel GalvinDirector
August 8, 2024
Carmel Galvin
/s/ J. Mark Howell
Director
August 8, 2024
J. Mark Howell
/s/ Stefan Jacoby
Director
August 8, 2024
Stefan Jacoby
/s/ Michael T. Kestner
Chair of the Board
August 8, 2024
Michael T. Kestner
/s/ Roy Mackenzie
Director
August 8, 2024
Roy Mackenzie
/s/ Sanjeev MehraDirector
August 8, 2024
Sanjeev Mehra
/s/ Mary Ellen Smith
Director
August 8, 2024
Mary Ellen Smith



S-8 S-8 EX-FILING FEES 0001395942 OPENLANE, Inc. Fees to be Paid 0001395942 2024-08-08 2024-08-08 0001395942 1 2024-08-08 2024-08-08 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

OPENLANE, Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common stock, par value $0.01 per share Other 4,000,000 $ 16.965 $ 67,860,000.00 0.0001476 $ 10,016.14

Total Offering Amounts:

$ 67,860,000.00

$ 10,016.14

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 10,016.14

Offering Note

1

1a) Represents 4,000,000 additional shares of common stock, par value $0.01 per share ("Common Stock"), of OPENLANE, Inc. (the "Company") reserved for issuance under the OPENLANE, Inc. Second Amended and Restated 2009 Omnibus Stock and Incentive Plan (the "Amended and Restated Plan"), which shares became available for issuance pursuant to approval of the Amended and Restated Plan by the Company's stockholders On June 7, 2024. 1b) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 shall also cover any additional shares of Common Stock that may become issuable under the Amended and Restated Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Company's receipt of consideration which results in an increase in the number of outstanding shares of Common Stock. 1c) Estimated pursuant to Rule 457(c) and (h) under the Securities Act for the purpose of calculating the registration fee, based on $16.965 per share, the average of the high and low prices of the Common Stock in the "when-issued" trading market, as reported on the New York Stock Exchange on August 6, 2024.

Exhibit 5.1

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE MANHATTAN WEST
NEW YORK, NY 10001
________

TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
skaddenofficesa.jpg
            August 8, 2024

OPENLANE, Inc.
11299 N. Illinois Street
Carmel, Indiana 46032

    Re:    OPENLANE, Inc.
        Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special United States counsel to OPENLANE, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (together with the exhibits thereto, the “Registration Statement”) to be filed by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”), relating to the registration of up to an additional 4,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), issuable pursuant to the OPENLANE, Inc. Second Amended and Restated 2009 Omnibus Stock and Incentive Plan (the “Plan”). Shares issued under the Plan may be either newly issued by the Company or purchased on the open market. This opinion is limited to those additional 4,000,000 shares that may be newly issued by the Company (the “Shares”).
This opinion is being furnished at the request of the Company in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion stated herein, we have examined and relied upon the following:
(a)    the Registration Statement in the form to be filed with the Commission on the date hereof;
(b)    the Plan;

OPENLANE, Inc.
August 8, 2024
Page 2


(c)    an executed copy of a certificate of Charles S. Coleman, Executive Vice President, Chief Legal Counsel and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(d)    a copy of (i) the Company’s Amended and Restated Certificate of Incorporation, as in effect at the date on which the Resolutions (as defined below) were adopted and at all subsequent times to and including the date hereof, (ii) the Certificate of Designations as filed with the Secretary of State of the State of Delaware designating the Series A Preferred Stock, and (iii) the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (collectively, the “Certificate of Incorporation”), each certified by the Secretary of State of the State of Delaware as of August 8, 2024, and each certified pursuant to the Secretary’s Certificate;
(e)    a copy of the Company’s Second Amended and Restated By-Laws (the “By-Laws”), as amended and in effect at the date on which the Resolutions were adopted, and certified pursuant to the Secretary’s Certificate; and
(f)    a copy of certain resolutions of the Board of Directors of the Company, adopted on April 24, 2024 and July 31, 2024 (the “Resolutions”), certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.
In rendering the opinion stated herein, we have also assumed that (i) an appropriate account statement evidencing the Shares credited to a recipient’s account maintained with the Company’s transfer agent and registrar has been or will be issued by the Company’s transfer agent and registrar, (ii) the issuance of the Shares will be properly recorded in the books and records of the Company, (iii) each award agreement under which options, restricted stock, restricted stock units, performance awards or other awards are granted pursuant to the Plan will be consistent with the Plan and will be duly authorized, executed and delivered by the parties thereto, (iv) the issuance of the Shares does not violate or conflict with any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Certificate of Incorporation and the By-Laws) and (v) the Company will continue to have sufficient authorized shares of Common Stock.


OPENLANE, Inc.
August 8, 2024
Page 3


We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, when the Shares are issued to the participants in accordance with the terms and conditions of the Plan for consideration in an amount at least equal to the par value of such Shares, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations under the Securities Act. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP


DSY








Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 21, 2024, with respect to the consolidated financial statements of OPENLANE, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP
Indianapolis, Indiana
August 8, 2024


v3.24.2.u1
Submission
Aug. 08, 2024
Submission [Line Items]  
Central Index Key 0001395942
Registrant Name OPENLANE, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.24.2.u1
Offerings - Offering: 1
Aug. 08, 2024
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common stock, par value $0.01 per share
Amount Registered | shares 4,000,000
Proposed Maximum Offering Price per Unit 16.965
Maximum Aggregate Offering Price $ 67,860,000.00
Fee Rate 0.01476%
Amount of Registration Fee $ 10,016.14
Offering Note 1a) Represents 4,000,000 additional shares of common stock, par value $0.01 per share ("Common Stock"), of OPENLANE, Inc. (the "Company") reserved for issuance under the OPENLANE, Inc. Second Amended and Restated 2009 Omnibus Stock and Incentive Plan (the "Amended and Restated Plan"), which shares became available for issuance pursuant to approval of the Amended and Restated Plan by the Company's stockholders On June 7, 2024. 1b) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 shall also cover any additional shares of Common Stock that may become issuable under the Amended and Restated Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Company's receipt of consideration which results in an increase in the number of outstanding shares of Common Stock. 1c) Estimated pursuant to Rule 457(c) and (h) under the Securities Act for the purpose of calculating the registration fee, based on $16.965 per share, the average of the high and low prices of the Common Stock in the "when-issued" trading market, as reported on the New York Stock Exchange on August 6, 2024.
v3.24.2.u1
Fees Summary
Aug. 08, 2024
USD ($)
Fees Summary [Line Items]  
Total Offering $ 67,860,000.00
Total Fee Amount 10,016.14
Total Offset Amount 0.00
Net Fee $ 10,016.14
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