Registration No. 333-             

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

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

ARC Document Solutions, Inc.
(Exact name of registrant as specified in its charter)

 

			
 	 	 	
Delaware	 	20-1700361	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
 	 	
12657 Alcosta Blvd, Suite 200
San Ramon, California
	 	94583	
(Address of principal executive offices)	 	(Zip Code)	
ARC Document Solutions, Inc. 2005 Employee Stock Purchase Plan
(Full title of the plan)

	

Tracey Luttrell, Esq.
Corporate Counsel & Corporate Secretary
ARC Document Solutions, Inc.
12657 Alcosta Blvd, Suite 200
San Ramon, California 94583
(925) 949-5100	 	Copy to:
David E. Lillevand, Esq.
Pillsbury Winthrop Shaw Pittman LLP
Four Embarcadero Center, 22nd Floor
San Francisco, CA 94111
(415) 983-1000	
(Name, address and 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.

	

Large accelerated ﬁler	☐	 	Accelerated ﬁler	☒	
Non-accelerated ﬁler	☐	(Do not check if a smaller reporting company)	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.

CALCULATION OF REGISTRATION FEE

									

Title of Securities
To Be Registered	 	Amount
To Be
Registered (1)	 	Proposed
Maximum
Offering Price
Per Share (2)	 	Proposed
Maximum
Aggregate
Offering Price	 	Amount of
Registration Fee	
Common Stock, $0.001 par value per share	 	450,000	 	$1.04	 	$468,000	 	$60.75	

This Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

		
(1)	Pursuant to Rule 416, this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of outstanding shares of Common Stock of the Registrant.	

		
(2)	Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, (the “Securities Act”) solely for the purposes of calculating the registration fee, based on the average high and low prices of the Registrant’s Common Stock on June 16, 2020, as reported on the New York Stock Exchange.	

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STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an additional 450,000 shares of the Registrant’s Common Stock under the Registrant’s 2005 Employee Stock Purchase Plan. Pursuant to General Instruction E, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-122637) filed on February 8, 2005 are hereby incorporated by reference into this Registration Statement, except as revised herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file with the Commission, are incorporated herein by this reference and made a part hereof:

	
				
 	•	 	our Annual Report on Form 10-K (File No. 001-32407) for the fiscal year ended December 31, 2019, filed with the Commission on March 12, 2020;	

	
				
 	•	 	our Quarterly Report on Form 10-Q (File No. 001-32407) for the quarter ended March 31, 2020, filed with the Commission on May 6, 2020;	

	
				
 	•	 	our Current Reports on Form 8-K (File Nos. 001-32407), filed with the Commission on April 1, 2020, April 13, 2020, and May 5, 2020;	

	
				
 	•	 	the description of our common stock contained in the Registration Statement on Form 8-A (File No. 001-32407) filed with the Commission on January 13, 2005, including any amendment(s) or report(s) filed for the purpose of updating such description.	
We also incorporate by reference any future filings we will make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until this offering has been completed.
Item 8. Exhibits

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Number	 	Description	
 	 	
  4.1	 	Amended and Restated ARC Document Solutions 2005 Employee Stock Purchase Plan (filed as Appendix A to the Registrant’s Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders on April 2, 2020 and incorporated herein by reference)	
 	 	 	
  5.1*	 	Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the validity of the securities being registered	
 	 	
23.1*	 	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm	
 	 	
23.2*	 	Consent of Pillsbury Winthrop Shaw Pittman LLP (Included in Exhibit 5.1 and incorporated by reference herein)	
 	 	
24.1*	 	Power of Attorney (Included on the signature page of this Registration Statement)	

	
		
*	Filed herewith.	
.

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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 San Ramon, California, on June 18, 2020.

	
		
ARC Document Solutions, Inc.	
 	
 By:	/s/ Kumarakulasingam Suriyakumar	
 	Kumarakulasingam Suriyakumar
Chairman, President and Chief Executive
Officer, Director (Principal Executive Officer)	
POWER OF ATTORNEY
We, the undersigned officers and directors of ARC Document Solutions, Inc. hereby severally constitute and appoint Kumarakulasingam Suriyakumar, Tracey Luttrell and Jorge Avalos and each of them singly, our true and lawful attorneys with full power to them and each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable ARC Document Solutions, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.
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.

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Signature	 	Title	Date	
 	 	 	 	
/s/ KUMARAKULASINGAM SURIYAKUMAR	 	Chairman, President and Chief Executive	June 18, 2020	
Kumarakulasingam Suriyakumar	 	Officer, Director (Principal Executive Officer)	 	
 	 	 	 	
/s/ JORGE AVALOS	 	Chief Financial Officer (Principal Financial and	June 18, 2020	
Jorge Avalos	 	Accounting Officer)	 	
 	 	 	 	
/s/ CHERYL COOK	 	Director	June 18, 2020	
Cheryl Cook	 	 	 	
 	 	 	 	
/s/ TRACEY LUTTRELL	 	Director	June 18, 2020	
Tracey Luttrell	 	 	 	
 	 	 	 	
/s/ BRADFORD L. BROOKS	 	Director	June 18, 2020	
Bradford L. Brooks	 	 	 	
 	 	 	 	
/s/ DEWITT KERRY MCCLUGGAGE	 	Director	June 18, 2020	
Dewitt Kerry McCluggage	 	 	 	
 	 	 	 	
/s/ MARK W. MEALY	 	Director	June 18, 2020	
Mark W Mealy	 	 	 	

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PILLSBURY WINTHROP SHAW PITTMAN LLP
Four Embarcadero Center, 22nd Floor
San Francisco, CA 94111
June 18, 2020
ARC Document Solutions, Inc.
12657 Alcosta Blvd, Suite 200
San Ramon, California 94583

	
			
 	Re:	Registration Statement on Form S-8	
Ladies and Gentlemen:
We are acting as counsel for ARC Document Solutions, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), to which this opinion letter is filed as an exhibit, relating to the registration under the Securities Act of 1933 (the “Act”) of 450,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issuable pursuant to the Company’s 2005 Employee Stock Purchase Plan (the “Plan”).
We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for the opinions expressed in this letter. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and nonassessable. The opinions set forth in this letter are limited to the General Corporation Law of the State of Delaware, as in effect on the date hereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Pillsbury Winthrop Shaw Pittman LLP

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 March 12, 2020, relating to the consolidated financial statements of ARC Document Solutions, Inc. and subsidiaries, and the effectiveness of ARC Document Solutions, Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of ARC Document Solutions, Inc. for the year ended December 31, 2019.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California

June 17, 2020