S-8 1 tm256201d1_s8.htm S-8

As filed with the Securities and Exchange Commission on February 12, 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

ALTISOURCE PORTFOLIO SOLUTIONS S.A. 

(Exact name of registrant as specified in its charter)

Luxembourg		98-0554932
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

33, Boulevard Prince Henri 

L-1724 Luxembourg 

Grand Duchy of Luxembourg 

(352) 20 60 20 55 

(Address of Principal Executive Offices) (Zip Code)

2009 Equity Incentive Plan 

(Full title of the plan)

Altisource Portfolio Solutions, Inc. 

2300 Lakeview Parkway, Suite 756 

Alpharetta, GA, 30009 

(Name and address of agent for service)

(770) 612-7007 

(Telephone number, including area code, of agent for service)

With a copy to:

Max Kirchner
Keith Pisani
Paul Hastings LLP
100 Bishopsgate
London EC2N 4AG
United Kingdom
+44 20 3023 5100 Margaretha Wilkenhuysen
NautaDutilh Avocats Luxembourg S.à r.l.
2 Rue Jean Bertholet
L-1233 Luxembourg
Grand Duchy of Luxembourg
+352 26 12 29 1  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	x	Smaller reporting company	x
		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. ¨

REGISTRATION OF ADDITIONAL SECURITIES

EXPLANATORY NOTE

On January 3, 2025, Altisource Portfolio Solutions S.A., a Luxembourg société anonyme (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) a Definitive Proxy Statement on Schedule 14A that included a proposal (the “Proposal”) to increase the number of shares of the Registrant’s common stock (“Common Stock”) reserved for issuance under Altisource Portfolio Solutions S.A. Amended and Restated 2009 Equity Incentive Plan (the “2009 Equity Incentive Plan”) by 4,645,875 shares from 11,666,667 shares to 16,312,542 shares. It is expected that the Registrant’s shareholders will approve the Proposal at the Registrant’s Special General Meeting of Shareholders scheduled for February 18, 2025.

This Registration Statement on Form S-8 (this “Registration Statement”) is filed pursuant to General Instruction E of Form S-8 for the purpose of registering 4,645,875 additional shares of Common Stock expected to be issuable pursuant to the 2009 Equity Incentive Plan. In accordance with General Instruction E of Form S-8, the content of the Registrant’s previously filed Registration Statement on Form S-8 (File No. 333-161175), as filed with the Commission on August 7, 2009 and Registration Statement on Form S-8 (File No. 333-279892), as filed with the Commission on May 31, 2024, are hereby incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Commission are hereby incorporated by reference into this Registration Statement:

(a)	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 7, 2024;
(b)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on April 25, 2024;
(c)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Commission on July 25, 2024;
(d)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Commission on October 24, 2024;
(e)	The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 17, 2024, that are incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2023;
(f)	The Registrant’s Current Reports on Form 8-K filed with the SEC on May 30, 2024, December 17, 2024, December 23, 2024, January 30, 2025 and February 4, 2025; and
(g)	The description of the Registrant’s Common Stock set forth in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-34354), filed with the SEC on March 7, 2024, including any amendments or reports filed for the purpose of updating such description.

All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K 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 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.

You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.

You may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Registration Statement). Requests for such information should be directed to:

Altisource Portfolio Solutions S.A.
33, Boulevard Prince Henri
L-1724 Luxembourg
Grand Duchy of Luxembourg
(352) 20 60 20 55

ITEM 8. EXHIBITS.

Exhibit Number		Description
3.1		Amended and Restated Articles of Incorporation of Altisource Portfolio Solutions S.A. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed with the SEC on August 9, 2017).
5.1*		Opinion of NautaDutilh Avocats Luxembourg S.à r.l.
23.1*		Consent of RSM US LLP, Independent Registered Public Accounting Firm
23.2*		Consent of NautaDutilh Avocats Luxembourg S.à r.l. (included in Exhibit 5.1)
24.1*		Power of Attorney is contained on the signature page.
99.1		Form of Altisource Portfolio Solutions S.A. Amended and Restated 2009 Equity Incentive Plan (incorporated by reference to Appendix D to the Registrant’s definitive Proxy Statement on Schedule 14A filed with the SEC on January 3, 2025).
107*		Filing 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 Luxembourg City, Luxembourg, on February 12, 2025.

	Altisource Portfolio Solutions S.A.
	By:	/s/ William B. Shepro
	Name:	William B. Shepro
	Title:	Chairman and Chief Executive Officer

POWER OF ATTORNEY

Know All Persons By These Presents, that each of Joseph L. Morettini, Roland Müller-Ineichen, John G. Aldridge Jr. and Mary C. Hickok constitutes and appoints William B. Shepro and Michelle D. Esterman, and each of them, and that William B. Shepro constitutes and appoints Michelle D. Esterman, and that Michelle D. Esterman constitutes and appoints William B. Shepro, as his or her true and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable the Registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this Registration Statement on Form S-8 under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, Registration Statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents 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.

SIGNATURE		TITLE		DATE
/s/ William B. Shepro		Chairman and Chief Executive Officer		February 12, 2025
William B. Shepro		(Principal Executive Officer)
/s/ Michelle D. Esterman		Chief Financial Officer		February 12, 2025
Michelle D. Esterman		(Principal Accounting and Financial Officer)
/s/ Joseph L. Morettini		Director		February 12, 2025
Joseph L. Morettini
/s/ Roland Müller-Ineichen		Lead Independent Director		February 12, 2025
Roland Müller-Ineichen
/s/ Mary C. Hickok		Director		February 12, 2025
Mary C. Hickok
/s/ John G. Aldridge, Jr.		Director		February 12, 2025
John G. Aldridge, Jr.