As filed with the Securities and Exchange Commission on November 8, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Amentum Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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99-0622272
(I.R.S. Employer
Identification No.)
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4800 Westfields Boulevard, Suite #400
Chantilly, VA
(Address of Principal Executive Offices)
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20151
(Zip Code)
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Amentum Holdings, Inc. 2024 Stock Incentive Plan
Amentum Holdings, Inc. Employee Stock Purchase Plan
(Full titles of the plans)
Stuart I. Young
Amentum Holdings, Inc.
4800 Westfields Boulevard, Suite #400
Chantilly, VA 20151
(Name and address of agent for service)
(703) 579-0410
(Telephone number, including area code, of agent for service)
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 ☐
EXPLANATORY NOTE
Amentum Holdings, Inc. (the “Company”) previously filed a Registration Statement on Form S-8 (the “Prior Registration Statement”) with the Securities and Exchange Commission (the “Commission”) on October 4, 2024 (File
No. 333-282510), which is hereby incorporated by reference.
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by the Company to register the following shares of its common stock, par value $0.01 per share (“Common Stock”), as previously approved by
the Company’s sole stockholder: (i) 1,311,589 shares of Common Stock issuable to eligible recipients under the Amentum Holdings, Inc. 2024 Stock Incentive Plan; and (ii) 211,567 shares of Common Stock issuable to eligible recipients under the Amentum
Holdings, Inc. Employee Stock Purchase Plan.
Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement, except to the extent supplemented, amended or superseded by
the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit No.
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Exhibit Description
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23.1*
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Consent of Cravath, Swaine & Moore LLP (contained in its opinion filed as Exhibit 5.1 hereto) |
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_____________________
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”), 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 Chantilly, Commonwealth of Virginia, on this 8th day of November, 2024.
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AMENTUM HOLDINGS, INC.
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By:
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/s/ Paul W. Cobb, Jr.
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Paul W. Cobb, Jr.
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Secretary
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SIGNATURES AND POWER OF
ATTORNEY
Each of the undersigned officers and directors of Amentum Holdings, Inc. hereby severally constitutes and appoints Travis B. Johnson and Paul W. Cobb, Jr. and each of them acting alone, as such person’s true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, and 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 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 and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ John Heller
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Chief Executive Officer and Director
(Principal Executive Officer)
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November 8, 2024
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John Heller
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/s/ Travis B. Johnson
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Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer)
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November 8, 2024
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Travis B. Johnson
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/s/ Steven J. Demetriou
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Executive Chair and Director
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November 8, 2024
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Steven J. Demetriou
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/s/ General Vincent K. Brooks
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Director
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November 8, 2024
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General Vincent K. Brooks
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/s/ Benjamin Dickson
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Director
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November 8, 2024
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Benjamin Dickson
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/s/ General Ralph E. Eberhart
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Director
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November 8, 2024
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General Ralph E. Eberhart
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/s/ Alan E. Goldberg
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Director
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November 8, 2024
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Alan E. Goldberg
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/s/ Leslie Ireland
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Director
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November 8, 2024
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Leslie Ireland
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/s/ Barbara L. Loughran
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Director
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November 8, 2024
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Barbara L. Loughran
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/s/ Sandra E. Rowland
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Director
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November 8, 2024
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Sandra E. Rowland
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/s/ Christopher M.T. Thompson
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Director
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November 8, 2024
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Christopher M.T. Thompson
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/s/ Russell Triedman
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Director
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November 8, 2024
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Russell Triedman
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/s/ John Vollmer
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Director
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November 8, 2024
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John Vollmer
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/s/ Connor Wentzell
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Director
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November 8, 2024
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Connor Wentzell
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November 8, 2024
Amentum Holdings, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Amentum Holdings, Inc., a Delaware corporation (the “Company”), in
connection with the registration statement on Form S-8 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the
registration of (i) 1,311,589 shares (the “Equity Plan Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), issuable pursuant to the Amentum Holdings, Inc. 2024 Stock Incentive Plan (the “Equity Plan”) and (ii) 211,567 shares (the “ESPP Shares” and, together with the Equity Plan Shares, the “Shares”) of the Company’s Common Stock
issuable pursuant to the Amentum Holdings, Inc. Employee Stock Purchase Plan (the “ESPP” and, together with the Equity Plan, the “Stock Plans”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments
as we have deemed necessary or appropriate for the purposes of this opinion, including, without limitation: (a) the Amended and Restated Certificate of Incorporation of the Company; (b) the Amended and Restated Bylaws of the Company; (c) certain
resolutions adopted by the Board of Directors of the Company; (d) the written consent of the former sole stockholder of the Company; and (e) the Stock Plans.
In rendering our opinion, we have assumed the genuineness of all signatures, the legal capacity 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 certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion
that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
Based on the foregoing and in reliance thereon, and subject to compliance with applicable state securities laws, we are of opinion that the Shares when, and if, issued
pursuant to the terms of the applicable Stock Plan, will be validly issued, fully paid and non-assessable.
We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the General
Corporation Law of the State of Delaware and the Federal laws of the United States of America. The reference and limitation to “General Corporation Law of the State of Delaware” includes the statutory provisions and all applicable provisions of
the Delaware Constitution and reported judicial decisions interpreting these laws.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
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Very truly yours,
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/s/ Cravath, Swaine & Moore LLP
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Cravath, Swaine & Moore LLP
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Amentum Holdings, Inc.
4800 Westfields Boulevard, Suite #400
Chantilly, VA 20151
O
