MEG Montrose Environmental Group Inc

As filed with the Securities and Exchange Commission on March 3, 2025

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Montrose Environmental Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware (State or Other Jurisdiction of Incorporation or Organization)	46-4195044 (I.R.S. Employer Identification No.)

 

Montrose Environmental Group, Inc.

5120 Northshore Drive

North Little Rock, Arkansas 72118

(501) 900-6400

(Address of Principal Executive Offices, Zip Code)

 

Montrose Environmental Group, Inc. Amended and Restated 2017 Stock Incentive Plan
(Full title of the plan)

 

Vijay Manthripragada

President and Chief Executive Officer

Montrose Environmental Group, Inc.

5120 Northshore Drive

North Little Rock, Arkansas 72118

(501) 900-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

 

Nasym Afsari General Counsel and Secretary 5120 Northshore Drive North Little Rock, Arkansas 72118 (501) 900-6400	Sean C. Feller Gibson, Dunn & Crutcher LLP 2029 Century Park East, Suite 4000 Los Angeles, CA 90067 (310) 552-8500

______________________________________________

 

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. 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Montrose Environmental Group, Inc. (the “Registrant”) relating to additional shares of its common stock, par value $0.000004 per share (the “Common Stock”), available for issuance pursuant to the Montrose Environmental Group, Inc. Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”). The information contained in the Registrant’s registration statements on Form S-8 filed on September 1, 2020 (SEC File No. 333-248533), March 26, 2021 (SEC File No. 333-254764), March 1, 2022 (SEC File No. 333-263162), March 1, 2023 (SEC File No. 333-270174), and February 29, 2024 (SEC File No. 333-277515), together with all of the respective exhibits filed therewith or incorporated therein by reference, are hereby incorporated herein by reference pursuant to General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.7 to the Registrant’s Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission on July 14, 2020 (File No. 333-239542)).
4.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Montrose Environmental Group, Inc., dated May 10, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Commission on May 13, 2024.
4.3	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed with the Commission on May 13, 2024.
5.1	Opinion of Gibson, Dunn & Crutcher LLP (filed herewith).
23.1	Consent of Deloitte & Touche LLP (filed herewith).
23.2	Consent of Gibson, Dunn & Crutcher LLP (incorporated by reference from Exhibit 5.1).
24.1	Power of Attorney (included on the signature pages hereof).
99.1	Montrose Environmental Group, Inc. Amended and Restated 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.26 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on July 14, 2020 (File No. 333-239542)).
107	Calculation of Filing Fee Table (filed herewith).

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 North Little Rock, State of Arkansas, on March 3, 2025.

MONTROSE ENVIRONMENTAL GROUP, INC.

(Registrant)

 

By: /s/ Nasym Afsari

Nasym Afsari
General Counsel and Secretary
 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Vijay Manthripragada, Allan Dicks and Nasym Afsari, and each of them severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, in connection with the Registration Statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the Company (1) any and all amendments or supplements (including any and all stickers and post-effective amendments) to the Registration Statement, with all exhibits thereto, and other documents in connection therewith, and (2) any and all additional registration statements, and any and all amendments thereto, relating to the same offering of securities as those that are covered by the Registration Statement that are filed pursuant to Rule 462(b) promulgated under the Securities Act with the Commission and any applicable securities exchange or securities self-regulatory body, 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 requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement and the foregoing power of attorney has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
		President, Chief Executive Officer and Director (Principal Executive Officer)		March 3, 2025
/s/ Vijay Manthripragada Vijay Manthripragada
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		March 3, 2025
/s/ Allan Dicks Allan Dicks
/s/ J. Miguel Fernandez de Castro J. Miguel Fernandez de Castro		Director		March 3, 2025
				March 3, 2025
		Director
/s/ Vincent Colman Vincent Colman
/s/ Peter M. Graham  Peter M. Graham		Director		March 3, 2025

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Signature		Title		Date
		Director		March 3, 2025
/s/ Robin L. Newmark Robin L. Newmark
		Chairman of the Board; Director		March 3, 2025
/s/ Richard E. Perlman Richard E. Perlman
		Director		March 3, 2025
/s/ J. Thomas Presby J. Thomas Presby
/s/ James K. Price		Director		March 3, 2025
James K. Price
/s/ Janet Risi Field Janet Risi Field		Director		March 3, 2025

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 3, 2025 relating to the financial statements of Montrose Environmental Group, Inc., and the effectiveness of Montrose Environmental Group, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Montrose Environmental Group, Inc. for the year ended December 31, 2024.

/s/ Deloitte & Touche LLP

Costa Mesa, California

March 3, 2025

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CALCULATION OF FILING FEE TABLE

Form S-8

Montrose Environmental Group, Inc.

Table 1 – Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.000004 per share, to be issued under the Montrose Environmental Group, Inc. Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”)	457(a)	1,372,373	$17.74	$24,345,897.02	$153.10 per $1,000,000	$3,727.36
Total Offering Amounts					$24,345,897.02		$3,727.36
Total Fee Offsets							$0
Net Fee Due							$3,727.36

 

 

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v3.25.0.1

Submission	Feb. 27, 2025
Submission [Line Items]
Central Index Key	0001643615
Registrant Name	Montrose Environmental Group, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES
Securities 424I N/A	N/A

v3.25.0.1

Offerings - Offering: 1	Feb. 27, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.000004 per share, to be issued under the Montrose Environmental Group, Inc. Amended and Restated 2017 Stock Incentive Plan
Amount Registered | shares	1,372,373
Proposed Maximum Offering Price per Unit	17.74
Maximum Aggregate Offering Price	$ 24,345,897.02
Fee Rate	0.01531%
Amount of Registration Fee	$ 3,727.36
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Company’s common stock that become issuable under the 2017 Plan by reason of any stock dividend, stock split, recapitalization or similar transaction. (2) This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share, the Proposed Maximum Aggregate Offering Price and the Amount of Registration Fee have been computed on the basis of the average of the high and low prices per share of the common stock reported on the New York Stock Exchange on February 25, 2025.

v3.25.0.1

Fees Summary	Feb. 27, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 24,345,897.02
Total Fee Amount	3,727.36
Total Offset Amount	0
Net Fee	$ 3,727.36

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