SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
KEWAUNEE SCIENTIFIC CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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38-0715562
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2700 West Front Street, Statesville, North Carolina 28677-2927
(Address of Registrants Principal Executive Offices)
2010 STOCK OPTION PLAN FOR DIRECTORS
(Full Title of the Plan)
D. M
ICHAEL
P
ARKER
S
ENIOR
V
ICE
P
RESIDENT
F
INANCE
,
C
HIEF
F
INANCIAL
O
FFICER
, T
REASURER
AND
S
ECRETARY
2700 West Front Street, Statesville, North Carolina 28677-2927
(Name and
Address of Agent for Service)
(704) 873-7202
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
J. Craig Walker
K&L Gates LLP
70 West Madison Street
Chicago, Illinois 60602
(312) 807-4321
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be
Registered (1)(2)
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Proposed
Maximum Offering
Price Per Share (3)
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Common Stock, par value $2.50 per share
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80,000 Shares
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$10.64
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$851,200
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$98.83
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Common Stock, par value $2.50 per share
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10,000 Shares
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$10.32
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$103,200
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$11.99
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Common Stock, par value $2.50 per share
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10,000 Shares
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$8.62
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$86,200
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$10.01
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Total
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100,000 Shares
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N/A
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$1,040,600
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120.83
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(1)
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This amount reflects 100,000 shares of Common Stock which are issuable under the 2010 Stock Option Plan for Directors (the Plan).
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(2)
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In addition, pursuant to Rule 416 under the Securities Act of 1933 (the Securities Act), this registration statement also covers an indeterminate number of
shares of common stock that may be issuable by reason of stock splits, stock dividends, or other adjustment provisions of the Plan described herein.
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(3)
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Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee and based upon (a) the exercise price per share of $10.64 for
80,000 of the currently outstanding options under the Plan, (b) the exercise price per share of $10.32 for 10,000 of the currently outstanding options under the Plan and (c) for the remaining 10,000 shares of Common Stock issuable under
the Plan, the average of the high and low sale prices of the Common Stock on the Nasdaq Global Market on August 19, 2011.
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EXPLANATORY STATEMENT
Kewaunee Scientific Corporation (the Company), a Delaware corporation, is filing this registration statement for the purpose
of registering 100,000 shares of its common stock, $2.50 par value per share (the Common Stock), which may be issued in accordance with the terms of the Companys 2010 Stock Option Plan for Directors approved by the Companys
stockholders on August 25, 2010.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information called for in Item I of Form S-8 is currently included in the Section 10(a) Prospectus for the Plan
and is not being filed with, or included in, this Form S-8 in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S -8.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company will provide without charge to each person who has received a copy of any prospectus to which this Registration Statement
relates, upon the written or oral request of that person, a copy of any or all of the documents that have been or may be incorporated by reference into this Registration Statement, other than exhibits to those documents, unless the exhibits are
incorporated by reference into those documents. Written requests for copies should be directed to the Companys principal executive offices at 2700 West Front Street, Statesville, North Carolina 28677-2927, Attention: D. Michael Parker,
Secretary. Telephone requests for copies should be directed to the Secretary of the Company at (704) 873-7202.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Company
incorporates herein by reference the following documents heretofore filed by the Company with the SEC:
(1) The
Companys Annual Report on Form 10-K for the year ended April 30, 2011, filed on July 15, 2011;
(2) The Companys Current Reports on Form 8-K filed on June 3, 2011 and June 24, 2011; and
(3) The description of the Companys Common Stock set forth under the caption Description of Capital
Stock in the Companys registration statement on Form 8-A, for the registration of the Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), including all amendments
thereto.
In addition, all documents that the Company files pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act after the date of this Registration Statement, and before the filing of a post-effective amendment indicating that all securities offered pursuant to this Registration Statement have been sold, or deregistering all the securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part of this Registration Statement from the date of filing of those documents. Any statement contained in a document incorporated, or deemed to be
incorporated, by reference in this Registration Statement shall be deemed to be modified, or superseded for purposes of this Registration Statement, to the extent that a statement contained in this Registration Statement, or in any subsequently
filed document that also is, or is deemed to be, incorporated by reference in this Registration Statement, modifies or supersedes that statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes indemnification of directors, officers, employees, and agents of the
Company; allows the advancement of costs of defending against litigation; and permits companies incorporated in Delaware to purchase insurance on behalf of directors, officers, employees, and agents against liabilities whether or not in the
circumstances such companies would have the power to indemnify against such liabilities under the provisions of the statute.
The Companys Restated Certificate of Incorporation provides for indemnification of the Companys officers and directors to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law. The Company has obtained directors and officers insurance covering its executive officers and directors.
Insofar as indemnification by the Company for liabilities arising under the Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing provisions, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
The exhibits to this registration statement are listed in the Exhibit Index which appears elsewhere herein and are hereby incorporated by
reference.
Item 9. Undertakings
1. The Company hereby undertakes:
(a) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however
, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The Company hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Companys annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial
bona fide
offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director,
officer, or controlling person of the Company in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Statesville, State of North Carolina, on August 23, 2011.
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KEWAUNEE SCIENTIFIC CORPORATION
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By:
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/s/ William A. Shumaker
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William A. Shumaker
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President and Chief Executive Officer
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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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/s/ William A. Shumaker
William A. Shumaker
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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August 23, 2011
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/s/ D. Michael Parker
D. Michael Parker
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Senior Vice President, Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
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August 23, 2011
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/s/ Wiley N. Caldwell
Wiley N. Caldwell
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Director
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August 23, 2011
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/s/ Silas Keehn
Silas Keehn
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Director
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August 23, 2011
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/s/ David S. Rhind
David S. Rhind
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Director
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August 23, 2011
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/s/ Margaret B. Pyle
Margaret B. Pyle
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Director
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August 23, 2011
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/s/ John C. Campbell
John C. Campbell
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Director
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August 23, 2011
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/s/ James T. Rhind
James T. Rhind
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Director
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August 23, 2011
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/s/ Patrick L. McCrory
Patrick L. McCrory
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Director
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August 23, 2011
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/s/ Ross W. McCanless
Ross W. McCanless
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Director
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August 23, 2011
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/s/ John Russell
John Russell
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Director
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August 23, 2011
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KEWAUNEE SCIENTIFIC CORPORATION
Exhibit Index
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Exhibit
Number
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Description of Exhibit
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4.1
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Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for the fiscal year ended April 30,
1985).
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4.2
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By-Laws of the Company (as amended as of May 31, 2011) (incorporated by reference to Exhibit 3 to the Companys Current Report on Form 8-K filed on June 3,
2011).
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5.1
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Opinion of K&L Gates LLP (including consent).
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23.1
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Consent of K&L Gates LLP (included in Exhibit 5.1).
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23.2
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Consent of Cherry, Bekaert & Holland, L.L.P. with respect to the audited financial statements of the Company.
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