As filed with the Securities and Exchange Commission on May 29, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
V2X, Inc.
(Exact name of registrant as specified in its charter)
| Indiana | 38-3924636 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
| 1875 Campus Commons Drive, Suite 305, Reston, VA | 20191 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
V2X, Inc. 2014 Omnibus Incentive Plan
(Full Title of the Plan)
Jeremy C. Wensinger
President and Chief Executive Officer
V2X, Inc.
1875 Campus Commons Drive, Suite 305
Reston, VA 20191
(571) 481-2000
(Name, address and telephone number, including area code, of agent for service)
With copies to:
Sarita B. Malakar, Esq.
Corporate Secretary of V2X, Inc.
1875 Campus Commons Drive, Suite 305
Reston, VA 20191
(571) 481-2000
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 | x | |||||||||||||||||
| 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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by V2X, Inc., an Indiana corporation, (the “Registrant” or the “Company”), to register up to 900,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), issuable in connection with the V2X, Inc. 2014 Omnibus Incentive Plan, as amended, under the Securities Act of 1933, as amended (the “Securities Act”).
On May 8, 2025 (the “Restatement Date”), the shareholders of the Registrant approved the third amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan (the “Amended Plan”), as approved by the Registrant’s Board of Directors on February 27, 2025. The Amended Plan renames, amends and restates in its entirety the V2X, Inc. 2014 Omnibus Incentive Plan, as previously amended and restated (the “2014 Plan”). The Amended Plan establishes a new pool of shares that may be issued under the Amended Plan, which consists of 900,000 shares (the “Shares”), plus any shares of Common Stock that remained available for issuance under the 2014 Plan as of the Restatement Date and any shares of Common Stock subject to awards issued under the 2014 Plan prior to the Restatement Date which expire or are cancelled pursuant to their terms. The Shares are in addition to the shares previously registered on the Registrant’s Registration Statements on Form S-8 with respect to the 2014 Plan filed with the Securities and Exchange Commission on September 24, 2014 (Registration No. 333-198895), July 5, 2022 (Registration Statement No. 333-266022), and November 4, 2022 (Registration No. 333-268173) (collectively, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Registrant hereby incorporates by reference herein the contents of the Prior Registration Statements and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. | ||||
The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Company are hereby incorporated by reference in this Registration Statement:
| (a) | the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the Commission on February 24, 2025; | |||||||
| (b) | the Company’s Quarterly Report on Form 10-Q as filed with the Commission on May 5, 2025; | |||||||
| (c) | the Company’s effective Registration Statement on Form 10 as filed by the Company on March 10, 2014, as updated by the description of the Registrant’s Common Stock contained in Exhibit 4.3 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the Commission on March 2, 2023, including the description of the Company’s Common Stock contained therein, and any amendment or report filed for the purpose of updating such description; and | |||||||
| (d) | the Company’s Current Reports on Form 8-K as filed with the Commission on January 6, 2025, April 3, 2025, May 12, 2025 and May 19, 2025. | |||||||
All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any information that the Registrant discloses under Items 2.02, 7.01 or 9.01 of any Current Report on Form 8-K that is deemed to be furnished and not filed under such provisions.
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 which 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.
| Item 8. | Exhibits. | ||||
The following exhibits are filed as part of this Registration Statement:
| Exhibit Number | Description of Document | |||||||
| 24.1 | Power of Attorney (included on the signature page hereto)* | |||||||
* Filed herewith
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 Reston, State of Virginia on the 29th day of May, 2025.
| V2X, Inc. | ||||||||
| By: | /s/ Sarita B. Malakar | |||||||
| Name: | Sarita B. Malakar | |||||||
| Title: | Corporate Secretary | |||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that this Registration Statement has been signed by the following persons in the capacities and on the dates stated and that each person whose signature appears below hereby constitutes and appoints Jeremy C. Wensinger, Shawn M. Mural or Sarita B. Malakar and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to the Registration Statement), and to file the same, with all exhibits thereto, and any other documents in connection therewith, granting unto said attorneys-in-fact and agents 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title | Date | ||||||||||||
| /s/ Jeremy C. Wensinger | President and Chief Executive Officer, Director | May 29, 2025 | ||||||||||||
| Jeremy C. Wensinger | (Principal Executive Officer) | |||||||||||||
| /s/ Shawn M. Mural | Chief Financial Officer | May 29, 2025 | ||||||||||||
| Shawn M. Mural | (Principal Financial Officer) | |||||||||||||
| /s/ William B. Noon | Chief Accounting Officer | May 29, 2025 | ||||||||||||
| William B. Noon | (Principal Accounting Officer) | |||||||||||||
| /s/ Mary L. Howell | Chair and Director | May 29, 2025 | ||||||||||||
| Mary L. Howell | ||||||||||||||
| /s/ Dino M. Cusumano | Director | May 29, 2025 | ||||||||||||
| Dino M. Cusumano | ||||||||||||||
| /s/ Lee E. Evangelakos | Director | May 29, 2025 | ||||||||||||
| Lee E. Evangelakos | ||||||||||||||
| /s/ Melvin F. Parker | Director | May 29, 2025 | ||||||||||||
| Melvin F. Parker | ||||||||||||||
| /s/ Eric M. Pillmore | Director | May 29, 2025 | ||||||||||||
| Eric M. Pillmore | ||||||||||||||
| /s/Jordan F. Ransom | Director | May 29, 2025 | ||||||||||||
| Jordan F. Ransom | ||||||||||||||
| /s/ Joel M. Rotroff | Director | May 29, 2025 | ||||||||||||
| Joel M. Rotroff | ||||||||||||||
| /s/ Neil D. Snyder | Director | May 29, 2025 | ||||||||||||
| Neil D. Snyder | ||||||||||||||
| /s/ Stephen L. Waechter | Director | May 29, 2025 | ||||||||||||
| Stephen L. Waechter | ||||||||||||||
| /s/ Phillip C. Widman | Director | May 29, 2025 | ||||||||||||
| Phillip C. Widman | ||||||||||||||