As filed with the Securities and Exchange Commission on May 26, 2022
Registration No. 333-        

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

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

 

Viad Corp
(Exact name of Registrant as specified in its charter)

 
			
Delaware	 	36-1169950	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
7000 East 1st Avenue
Scottsdale, Arizona 85251-4304
(Address of principal executive offices) (Zip code)

2017 VIAD CORP OMNIBUS INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE MAY 24, 2022)
(Full title of the plan)

Derek P. Linde
Chief Operating Officer, General Counsel & Corporate Secretary
Viad Corp
7000 East 1st Avenue
Scottsdale, Arizona 85251-4304
Tel: (602) 207-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Courtney M.W. Tygesson
Cooley LLP
110 North Wacker
Suite 4200
Chicago, Illinois 60606
(312) 881-6500	

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.  ☐

 

EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed in order to register an additional 840,000 shares of the common stock of Viad Corp, a Delaware corporation (the “Registrant”), that may be awarded under the 2017 Viad Corp Omnibus Incentive Plan, amended and restated effective May 24, 2022 (the “Plan”), par value $1.50 per share, which are securities of the same class and relate to the same employee benefit plan as those shares registered on the Registrant’s registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2017 (Registration No. 333-218682), which is hereby incorporated by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
We shall send or give to each participant in the Plan the document(s) containing the information specified in Part I of Form S-8 as specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the SEC, such documents are not being filed with or included in this Registration Statement. These documents, and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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:
 
 	•	 	the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 25, 2022;	
 
 	•	 	the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 from the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 7, 2022;	
 
 	•	 	the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 6, 2022;	
 
 	•	 	the Registrant’s Current Reports on Form 8-K filed with the SEC on February 22, 2022, March  1, 2022, March  24, 2022, March  30, 2022, April  5, 2022 and May 26, 2022; and	
 
 	•	 	the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-B filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), on February 25, 1992. 	
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all of the securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or

document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded 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.
Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration Statement:

 	  	 	  	Incorporated by Reference		
	Exhibit
Number	  	Description	  	Schedule
Form	  	File
Number	  	Exhibit	  	Filing Date	
							
4.1	  	Restated Certificate of Incorporation of Viad Corp, as amended through July 1, 2004 (SEC File No.  001-11015; SEC Film No. 04961107).	  	10-Q	  	    	  	3.A	  	8/9/2004		
							
4.2	  	Bylaws of Viad Corp, as amended through December 5, 2013.	  	8-K	  		  	3	  	12/9/2013		
							
4.3	  	2017 Viad Corp Omnibus Incentive Plan, amended and restated effective May 24, 2022.	  	8-K	  		  	10.1	  	5/26/2022		
							
5.1*	  	Opinion of Cooley LLP	  		  		  		  			
							
23.1*	  	Consent of Cooley LLP (included in Exhibit 5.1).	  		  		  		  			
							
23.2*	  	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm	  		  		  		  			
							
24.1*	  	Power of Attorney (included on the signature page of this Form S-8).	  		  		  		  			
							
107*	  	Exhibit Fee Table	  		  		  		  			

*	Filed herewith.	

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Scottsdale, state of Arizona, on this 26th day of May, 2022.

VIAD CORP	
		
By:	 	/s/ Steven W. Moster	
	 	Name: Steven W. Moster	
	 	Title: President and Chief Executive Officer	
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven W. Moster and Ellen M. Ingersoll, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 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 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	  	Position	  	Date	
			
/s/ Steven W. Moster
Steven W. Moster	  	President and Chief Executive Officer, Director
(Principal Executive Officer)	  	May 26, 2022	
			
/s/ Ellen M. Ingersoll
Ellen M. Ingersoll	  	Chief Financial Officer
(Principal Financial Officer)	  	May 26, 2022	
			
/s/ Leslie S. Striedel
Leslie S. Striedel	  	Chief Accounting Officer
(Principal Accounting Officer)	  	May 26, 2022	
			
/s/ Beverly K. Carmichael	  	Director	  	May 26, 2022	
Beverly K. Carmichael	  		  		
			
/s/ Brian P. Cassidy
Brian P. Cassidy	  	Director	  	May 26, 2022	
			
/s/ Denise M. Coll
Denise M. Coll	  	Director	  	May 26, 2022	
			
/s/ Richard H. Dozer
Richard H. Dozer	  	Chairman of the Board	  	May 26, 2022	
			
/s/ Virginia L. Henkels
Virginia L. Henkels	  	Director	  	May 26, 2022	

					
/s/ Patrick T. LaValley
Patrick T. LaValley	  	Director	  	May 26, 2022	
			
/s/ Edward E. Mace
Edward E. Mace	  	Director	  	May 26, 2022	
			
/s/ Joshua E. Schechter
Joshua E. Schechter	  	Director	  	May 26, 2022	

Exhibit 5.1

Courtney M.W. Tygesson
+1 312 881 6680
ctygesson@cooley.com
May 26, 2022
Viad Corp
7000 East 1st Avenue
Scottsdale, Arizona 85251-4304
 
Re:	Registration on Form S-8	
Ladies and Gentlemen:
We have acted as counsel to Viad Corp, a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission, covering the offering of up to 840,000 shares (the “Shares”) of the Company’s common stock, $1.50 par value per share (“Common Stock”), issuable pursuant to the amended and restated 2017 Viad Corp Omnibus Incentive Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Company’s Restated Certificate of Incorporation and Bylaws, each as currently in effect, (c) the Plan and (d) originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
 
Cooley LLP 110 North Wacker, Suite 4200, Chicago, Illinois 60606
t: (312) 881-6500 f: (312) 881-6598 cooley.com

 

Viad Corp.
May 26, 2022
Page Two
 
We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,	
	
COOLEY LLP	
		
By:	 	/s/ Courtney M.W. Tygesson	
	 	Courtney M.W. Tygesson	
 
Cooley LLP 110 North Wacker, Suite 4200, Chicago, Illinois 60606
t: (312) 881-6500 f: (312) 881-6598 cooley.com

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 25, 2022 relating to the financial statements of Viad Corp and subsidiaries and the effectiveness of Viad Corp and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Viad Corp and subsidiaries for the year ended December 31, 2021.
/s/ Deloitte & Touche LLP
Phoenix, Arizona
May 26, 2022

EXHIBIT 107
CALCULATION OF FILING FEE TABLES
Form S-8
Viad Corp
Table 1: Newly Registered Securities

Security
Type	 	Security Class
Title	 	Fee
Calculation
Rule	 	Amount
Registered(1)	 	Proposed
Maximum
Offering
Price Per
Share	 	Maximum
Aggregate
Offering
Price	 	Fee Rate	 	Amount of
Registration
Fee	
Equity	 	Common stock, $1.50 par value per share, reserved for issuance pursuant to the amended and restated 2017 Viad Corp Omnibus Incentive Plan	 	Other(2)	 	840,000	 	$29.22(2)	 	$24,544,800	 	$92.70 per
$1,000,000	 	$2,275.30	
Total Offering Amounts	 	 	 	$24,544,800	 	 	 	$2,275.30	
Total Fee Offsets	 	 	 	 	 	 	 	N/A	
Net Fee Due	 	 	 	 	 	 	 	$2,275.30	
 
(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, $1.50 par value per share (“common stock”), that become issuable under the amended and restated 2017 Viad Corp Omnibus Incentive Plan (the “Incentive Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the Registrant’s outstanding shares of common stock.	
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon $29.22, which is the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on May 20, 2022.