SEC Form S-8 filed by H&E Equipment Services Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

___________________________

H&E Equipment Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)

___________________________

H&E Equipment Services, Inc. Amended and Restated 2016 Stock-Based Incentive Compensation Plan
(Full Title of Plan)

Bradley W. Barber

Chief Executive Officer

7500 Pecue Lane

Baton Rouge, LA

(225) 298-5200

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

___________________________

With a Copy to:

 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

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering a total of 2,631,942 shares of common stock of H&E Equipment Services, Inc. (the “Company”, or the “Registrant”), par value $0.01 per share (the “Common Shares”) that may be offered and sold pursuant to the H&E Equipment Services, Inc. Amended and Restated 2016 Stock-Based Incentive Compensation Plan (the “Amended 2016 Plan”), which was approved by stockholders on May 16, 2024 (the “2024 Annual Meeting”). Except as otherwise set forth below, the contents of the registration statement on Form S-8 previously filed with the Commission on August 1, 2016 (File No. 333-212802), which registered 2,485,195 Common Shares for offer and sale under the Company’s 2016 Stock-Based Incentive Compensation Plan (the “2016 Plan”), is incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8. The total number of Common Shares being registered on this Registration Statement that may be sold and offered pursuant to the Amended 2016 Plan represents (i) 1,748,000 additional Common Shares that were authorized for issuance under the Amended 2016 Plan at the 2024 Annual Meeting, plus (ii) 608,671 Common Shares that were remaining available for issuance under the 2016 Plan as of immediately prior to the 2024 Annual Meeting and which were authorized for issuance under the Amended 2016 Plan at the 2024 Annual Meeting, plus (iii) 275,271 Common Shares, representing the number of Common Shares that are, as of May 31, 2024, subject to outstanding awards under the 2016 Plan which may again become available for awards under the Amended 2016 Plan pursuant to the terms of the 2016 Plan and the Amended 2016 Plan.

The Company will provide, free of charge, all participants in the Amended 2016 Plan with the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the United States Securities and Exchange Commission (the “Commission” or the “SEC”) under the Securities Act of 1933, as amended upon a written request to the Company’s Legal Department, 7500 Pecue Lane, Baton Rouge, LA 70809 or by calling (225) 298-5200. In accordance with the rules and regulations of the Commission, the Company has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

The following documents have been filed by the Company with the Commission and are hereby incorporated by reference into this Registration Statement and will be deemed to be a part hereof:

The information incorporated by reference in this Registration Statement, and information that the Company subsequently files with the SEC under Sections 13(a), 13(c), 14 or 15(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities registered hereunder have been sold or that deregisters all such securities then remaining unsold, is considered to be a part of this Registration Statement and will automatically update and supersede any earlier information. Notwithstanding the foregoing, nothing in this Registration Statement shall be deemed to incorporate the information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly otherwise stated therein, or any exhibits to the extent furnished in connection with such items.

Any statement contained 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 herein or in any other subsequently filed document that also 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.

The following instruments and documents are included as exhibits to this Registration Statement:

SIGNATURES

Pursuant to the requirements of 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 the City of Baton Rouge, State of Louisiana, on the 12th of June, 2024.

H&E EQUIPMENT SERVICES, INC.

By: /s/ Bradley W. Barber
Bradley W. Barber
Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of the Company, hereby severally constitute and appoint Claire Kinchen Spencer and Leslie S. Magee, and each of them singly, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign for us in our name in the capacities indicated below, any and all amendments to this Registration Statement on Form S-8 filed by the Company with the SEC, and generally to do all such things in our name and behalf in such capacities to enable the Company to comply with the provisions of the Securities Act, and all requirements of the SEC, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys, or any of them, to any and all such amendments.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of June 12th, 2024.