Securities Registration: Employee Benefit Plan (s-8)
31 August 2016 - 11:26PM
Edgar (US Regulatory)
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)
2008 KEY EMPLOYEE STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE AUGUST 26, 2015)
(Full Title of the Plan)
T
HOMAS
D. H
ULL
III
V
ICE
P
RESIDENT
, F
INANCE
, C
HIEF
F
INANCIAL
O
FFICER
,
T
REASURER
AND
S
ECRETARY
K
EWAUNEE
S
CIENTIFIC
C
ORPORATION
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
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Proposed Maximum
Offering Price
Per
Share
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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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300,000 Shares (1)(2)
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$22.41(3)
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$6,723,000
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$677.01
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(1)
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This amount reflects an additional 300,000 shares of Common Stock which are issuable under the 2008 Key Employee Stock Option Plan, as amended and restated effective August 26, 2015 (the Plan), as a
result of the amendment and restatement of 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 the average of the high and low sale prices of the Common Stock on the Nasdaq Global Market on
August 29, 2016.
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EXPLANATORY STATEMENT
Kewaunee Scientific Corporation (the Company), a Delaware corporation, is filing this registration statement for the purpose of
registering an additional 300,000 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 2008 Key Employee Stock Option Plan, as amended and
restated effective August 26, 2015 (the Plan), as a result of the amendment and restatement of the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF CONTENTS OF REGISTRATION
STATEMENT BY REFERENCE
The
Company filed a registration statement on Form S-8 (File No. 333-160276) with the Securities and Exchange Commission (the SEC) covering the registration of a total of 300,000 shares for issuance under the Plan. Pursuant to
General Instruction E of Form S-8 and Rule 429, this registration statement is being filed to register an additional 300,000 shares for issuance under the Plan. The contents of the prior registration statement (File
No. 333-160276) are incorporated herein by reference.
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, 2016;
(2) The Companys Current Reports on Form 8-K filed on May 3, 2016; June 24, 2016; and June 28, 2016,
and the Companys amendment to Current Report on Form 8-K/A filed on July 25, 2016.
(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 8. Exhibits
The exhibits to
this registration statement are listed in the Exhibit Index which appears elsewhere herein and is hereby incorporated by reference.
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 31, 2016.
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KEWAUNEE SCIENTIFIC CORPORATION
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By:
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/s/ David M. Rausch
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David M. Rausch
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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/ David M. Rausch
David M. Rausch
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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August 31, 2016
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/s/ Thomas D. Hull
Thomas D. Hull
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Vice President, Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and Accounting
Officer)
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August 31, 2016
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/s/ William A. Shumaker
William A. Shumaker
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Director
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August 31, 2016
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/s/ Keith M. Gehl
Keith M. Gehl
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Director
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August 31, 2016
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/s/ David S. Rhind
David S. Rhind
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Director
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August 31, 2016
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/s/ Margaret B. Pyle
Margaret B. Pyle
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Director
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August 31, 2016
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/s/ John D. Russell
John D. Russell
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Director
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August 31, 2016
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/s/ Donald F. Shaw
Donald F. Shaw
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Director
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August 31, 2016
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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 December 9, 2015) (incorporated by reference to Exhibit 3 to the Companys Current Report on Form 8-K filed on December 10, 2015).
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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 LLP with respect to the audited consolidated financial statements of the Company.
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