As filed with the Securities and Exchange Commission on June 17, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NESCO HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware84-2531628
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification Number)
6714 Pointe Inverness Way, Suite 220
Fort Wayne, Indiana, 46804
(Address of Principal Executive Offices) (Zip code)
(800) 252-0043
(Registrant's telephone number, including area code)
NESCO HOLDINGS, INC. AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN
(Full Title of the Plan)

Josh Boone
Chief Financial Officer
Nesco Holdings, Inc.
6714 Pointe Inverness Way, Suite 220
Fort Wayne, Indiana 46804
(Name and Address of Agent for Service)

(800) 252-0043
(Telephone Number, Including Area Code, of Agent for Service)

The commission is requested to mail copies of all orders, notices, and communications to:
Rachel W. Sheridan
Shagufa R. Hossain
Latham & Watkins LLP
555 Eleventh Street, NW
Washington, D.C., 20004




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
o
Accelerated filer
x
Non-accelerated filer
o
Smaller reporting company
o
Emerging growth company
x
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.
o





CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered (1)
Proposed maximum
offering price
per share
Proposed maximum
aggregate offering
price
Amount of
registration fee
Common Stock, par value $0.0001 per share (2)2,366,667$3.36(4)$7,952,001.12$1,032.17
Common Stock, par value $0.0001 per share (3)806,667$3.51(5)$2,831,401.17$367.52

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (the “Registration Statement”) also covers such indeterminable number of additional shares of the Registrant’s common stock as may become issuable to prevent dilution in the event of stock splits, stock dividends, or similar transactions pursuant to the terms of the Nesco Holdings, Inc. Amended and Restated 2019 Omnibus Incentive Plan (the “A&R 2019 Plan”).
(2)Represents 2,366,667 additional shares of common stock available for future grant under the A&R 2019 Plan in excess of the shares originally issuable under the Existing Plan (as defined herein) and certain shares originally issued under the Original Plan and forfeited after such issuance that are now available for future issuance.
(3)Represents 806,667 additional shares of our common stock issuable upon exercise of outstanding stock options granted under the A&R 2019 Plan in excess of the options originally issued under the Existing Plan. To the extent such outstanding stock options are later forfeited or canceled, the shares of common stock subject to such stock options will be available for future issuance under the A&R 2019 Plan.
(4)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s common stock on the New York Stock Exchange on June 15, 2020.
(5)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the weighted average exercise price of $3.51 per share of the stock options granted under the A&R 2019 Plan.
Proposed sales to take place as soon after the effective date of the registration statement as awards granted under the above-named plan are granted, exercised and/or distributed.

EXPLANATORY NOTE

On July 31, 2019, Nesco Holdings, Inc. (the “Registrant”) (formerly known as Capitol Investment Corp. IV (“Capitol”)) completed its transaction (the “Transaction”) with NESCO Holdings I, Inc. (“NESCO”), a Delaware corporation, in accordance with the terms of the Agreement and Plan of Merger, dated as of April 7, 2019 (as amended from time to time, the “Merger Agreement”), by and among the Registrant, Capitol Intermediate Holdings, LLC, Capitol Investment Merger Sub 1, LLC, Capitol Investment Merger Sub 2, LLC, NESCO Holdings, LP and NESCO pursuant to which NESCO became a wholly-owned subsidiary of the Registrant. In addition, in connection with the Transaction, and in accordance with Section 388 of the Delaware General Corporation Law and the Cayman Islands Companies Law (2018 Revision), Capitol domesticated as a Delaware corporation and changed its name to “Nesco Holdings, Inc.”





INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT
ON FORM S-8

This Registration Statement of the Registrant is being filed pursuant to General Instruction E to Form S-8 under the Securities Act to register additional shares of the Registrant’s Common Stock under the A&R 2019 Plan. On June 11, 2020 the Registrant’s stockholders approved the A&R 2019 Plan. The A&R 2019 Plan constitutes an amendment and restatement of the Nesco Holdings, Inc. 2019 Omnibus Incentive Plan (the “Existing Plan”) and, among other things, increased the number of shares of Common Stock issuable under the Existing Plan by 3,000,000 shares. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on October 4, 2019 (Registration No. 333-234083).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In this registration statement, Nesco Holdings, Inc. is sometimes referred to as the “Company,” the “Registrant,” “we,” “us” or “our.”


Item 3. Incorporation of Documents by Reference.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:

(a) Our Annual Report on Form 10-K for the annual period ended December 31, 2019, filed with the SEC on March 16, 2020;

(b) Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the SEC on May 7, 2020;

(c) Our Current Report on Form 8-K’s, filed with the SEC on March 12, 2020, June 8, 2020 and June 12, 2020; and

(d) The description of the Registrant’s common stock contained in or incorporated into the Registrant’s Registration Statement on Form 8-A, filed August 11, 2017, and any amendment or report updating that description (including the Registrant’s current report on Form 8-K filed with the SEC on August 4, 2019).

In addition, all documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the filing of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers 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 such documents, except as to specific sections of



such statements as set forth therein. 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 incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document which also is incorporated or 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.

Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 8. Exhibits.
Exhibit
Number
Exhibit DescriptionFormSEC
File No.
ExhibitFiling DateFiled Herewith
3.18-K001-381863.108/01/2019
3.28-K001-381863.208/01/2019
4.18-K001-381864.108/01/2019
10.4Schedule 14A001-38186Annex A05/01/2020
5.1X
23.1X
23.3X
24.1X





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 Fort Wayne, Indiana, on this 17th day of June, 2020.

Nesco Holdings, Inc.
By:
Lee Jacobson
Chief Executive Officer and Director

Document

June 17, 2020
Nesco Holdings, Inc.
6714 Pointe Inverness Way, Suite 220
Fort Wayne, Indiana
46804


Re: Registration Statement on Form S-8; 3,173,334 shares of Nesco Holdings, Inc. Common Stock, $0.001 par value per share

Ladies and Gentlemen:

We have acted as special counsel to Nesco Holdings, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 3,173,334 shares of common stock, $0.0001 par value per share (the “Shares”), issuable under the Nesco Holdings, Inc. Amended and Restated 2019 Omnibus Incentive Plan (the “Plan”). The Shares are included in a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 17, 2020 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham &Watkins LLP

Document

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 13, 2020 relating to the consolidated financial statements of Nesco Holdings, Inc., appearing in the Annual Report on Form 10-K of Nesco Holdings, Inc. for the year ended December 31, 2019.


/s/Deloitte & Touche
Indianapolis, Indiana
June 17, 2020

Document

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lee Jacobson and Josh Boone, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with 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 requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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/ Lee JacobsonChief Executive Officer and Director
(Principal Executive Officer)
June 17, 2020
Lee Jacobson
/s/ Josh BooneChief Financial Officer
(Principal Financial Officer)
June 17, 2020
Josh Boone
/s/ R. Todd BarrettChief Accounting Officer
(Principal Accounting Officer)
June 17, 2020
R. Todd Barrett
/s/ William PlummerDirector (Co-Chairman)June 17, 2020
William Plummer
/s/ Rahman D’ArgenioDirectorJune 17, 2020
Rahman D’Argenio
/s/ L. Dyson DrydenDirector (Co-Chairman)June 17, 2020
L. Dyson Dryden
/s/ Mark D. EinDirectorJune 17, 2020
Mark D. Ein
/s/ Doug KimmelmanDirectorJune 17, 2020
Doug Kimmelman
/s/ Jeffrey StoopsDirectorJune 17, 2020
Jeffrey Stoops
/s/ Matthew HimlerDirectorJune 17, 2020
Matthew Himler
/s/ Jennifer GrayDirectorJune 17, 2020
Jennifer Gray
/s/ Gerard E. HolthausDirectorJune 17, 2020
Gerard E. Holthaus