As filed with the Securities and Exchange Commission
on November 26, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
IEH Corporation
(Exact Name of Registrant as Specified in its
Charter)
| New
York |
|
13-5549348 |
(State or Other Jurisdiction
of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
| 140 58th
Street, Suite 8E |
|
|
| Brooklyn, NY |
|
11220 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
2020 Equity Stock-Based Compensation Plan
(Full Title of the Plan)
David Offerman
President and Chief Executive Officer
IEH Corporation
140 58th Street, Suite 8E
Brooklyn, NY 11220
(718) 492-4440
Copies To:
Subrata Purkayastha
Chief Financial Officer
IEH Corporation
140 58th Street, Suite 8E
Brooklyn, NY 11220
Tel: (718) 492-4440
Steven L. Glauberman, Esq.
Becker New York, P.C.
45 Broadway, 17th Floor
New York, NY 10006
Tel: (212) 599-3322 |
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 Securities Exchange Act of 1934 (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. ¨
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
Explanatory Note
This Registration Statement on Form S-8 is
being filed for the purpose of registering an aggregate of 750,000 shares of Common Stock of the Registrant to be issued pursuant to
the Registrant’s 2020 Equity Stock-Based Compensation Plan (the “2020 Plan”).
The documents containing
the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual
Information” of Part I of Form S-8 will be sent or given to the participants in the 2020 Plan as specified by Rule 428(b)(1) of
the Securities Act. Such documents are not required to be, and are not, filed with the U.S. Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference herein 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.
| Item 1. |
Plan Information. |
Not required to be filed
with this Registration Statement.
| Item 2. |
Registrant
Information and Employee Plan Annual Information. |
Not required to be filed
with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation
of Documents by Reference. |
The following documents,
and all documents the Registrant subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of
such documents:
| |
(2) |
All other reports filed pursuant to Sections
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since
the end of the fiscal year covered by the Registrant’s latest annual report referred to (1) above; including:
(i) The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Commission on August 12,
2024; and
(ii) The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Commission on
November 8, 2024; and
(iii) The
Registrant’s Current Reports on Form 8-K and 8-K/A filed with the Commission on June 17,
2024, August 13,
2024, November 8,
2024 and November 12,
2024. |
| |
(3) |
All documents
the Registrant files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold or that deregisters all securities covered herby then
remaining unsold, are deemed to be incorporated by reference in this Registration Statement and are a part hereof from the date of
filing of such documents. |
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed
to be incorporated by reference herein modifies or supersedes such statement.
| Item 4. |
Description of Securities. |
The holders of the Registrant’s
Common Stock are entitled to one (1) vote per share on each matter submitted to a vote at a meeting of Registrant’s shareholders.
Shareholders of the Registrant have no pre-emptive rights to acquire additional shares of Common Stock or other securities. The Registrant’s
Common Stock is not subject to redemption rights and carries no subscription or conversion rights. In the event of liquidation of the
Registrant, the shares of Registrant’s Common Stock are entitled to share equally in corporate assets after satisfaction of all
liabilities. All shares of Registrant’s Common Stock now outstanding are fully paid and non-assessable.
| Item 5. |
Interests of Named Experts and
Counsel. |
Not applicable.
| Item 6. |
Indemnification of Directors
and Officers. |
New York Business Corporation Law
With certain limitations, Sections 721 through
726 of the New York Business Corporation Law permit a corporation to indemnify a director or officer made a party to an action (i) by
a corporation or in its right in order to procure a judgment in its favor if such director or officer acted in good faith for a purpose
which he reasonably believed to be in or, in certain cases not opposed to, such corporation’s best interests, except that no indemnification
will be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any
claim, issue or matter as to which such person has been adjudged to be liable to such corporation, unless and only to the extent that
a court determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such portion of the settlement amount and expenses as the court deems proper, or (ii) other than an action by or
in the right of the corporation in order to procure a judgment in its favor, if such director officer acted in good faith and for a purpose
he reasonably believed to be in or, in certain cases not opposed to, such corporation’s best interests and additionally, in criminal
actions , had no reasonable cause to believe his conduct was unlawful.
IEH Corporation’s Amended and Restated Certificate of
Incorporation
Article X of the Registrant’s Amended and Restated Certificate
of Incorporation provides as follows:
“Pursuant to the Business Corporation Law
of the State of New York, it is expressly provided that any and every person made a party to any action, suit or proceeding by reason
of the fact that he, whether testate or intestate, is or was a director, officer or employee of this corporation or of any corporation
which he served as such at the request of this corporation, shall be and hereby is indemnified by the corporation against any and all
reasonable expenses including attorneys’ fees actually and necessarily incurred by him in connection with the defense of any such
action, suit or proceeding, or in connection with any appeal therein, except in relation to matters in which it shall be adjudged in
such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of
his duties; and such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer or employee
may be entitled apart from this provision and under any certificate of incorporation or other certificate filed pursuant to law, by-law
agreement, vote of shareholders or otherwise. Any and all amounts payable by way of indemnity hereunder shall be determined and paid
in accordance with the Business Corporation Law of the State of New York.”
Insurance
The Registrant maintains directors’ and
officers’ liability insurance policies that insures our directors and officers, within the limits and subject to the limitations
of the policy, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that
might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors
or officers.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the Commission such indemnification may contravene public policy
as expressed in the Securities Act and is therefore unenforceable. Accordingly, in the event that a claim for such indemnification is
asserted by any of our directors, offices or controlling persons and the Commission is still of the same opinion, we (except insofar
as such claim seeks reimbursement from us of expenses paid or incurred by a director, officer or controlling person in successful defense
of any action, suit or proceeding) will, unless the matter has theretofore been adjudicated by precedent deemed by our counsel to be
controlling, submit to a court of appropriate jurisdiction the question whether or not indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
| Item 7. |
Exemption from Registration Claimed. |
Not applicable.
Reference is hereby made
to the Exhibit Index attached hereto, which is incorporated herein by reference.
| |
A. |
The undersigned Registrant hereby
undertakes: |
| |
(1) |
To file, during
any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(a) To include any
prospectus required by Section 10(a)(3) of the Securities Act;
(b) To reflect in the
prospectus any facts or events arising after the effective date of this 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 this Registration Statement;
and
(c) To include any
material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
| |
|
provided, however,
that paragraphs A.(1)(a) and A.(1)(b) above do not apply if the information required to be included in a post- effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. |
| |
(2) |
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. |
| |
(3) |
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. |
| |
B. |
The undersigned
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
this 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. |
| |
C. |
Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
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 Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Brooklyn, New York on this 26th day of November, 2024.
| IEH CORPORATION |
|
| |
|
|
| By: |
/s/ Dave Offerman |
|
| Name: |
Dave Offerman |
|
| Title: |
President and Chief Executive Officer |
|
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
the undersigned hereby constitute and appoint Dave Offerman and Subrata Purkayastha or either of them, his true and lawful attorney-in-facts
and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) or supplements to this Registration Statement, or any related registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or any of them, or their or his or her 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.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Dave Offerman |
|
Chairman of the Board, President
and Chief Executive Officer |
|
November 26, 2024 |
| Dave Offerman |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Subrata Purkayastha |
|
Chief
Financial Officer and Treasurer |
|
November 26,
2024 |
| Subrata Purkayastha |
|
(Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Allen Gottlieb |
|
Director |
|
November 26, 2024 |
| Allen Gottlieb |
|
|
|
|
| |
|
|
|
|
| /s/ Gerald E.
Chafetz |
|
Director |
|
November 26, 2024 |
| Gerald E. Chafetz |
|
|
|
|
| |
|
|
|
|
| /s/ Eric C.
Hugel |
|
Director |
|
November 26, 2024 |
| Eric C. Hugel |
|
|
|
|
| |
|
|
|
|
| /s/ Michael
E. Rosenfeld |
|
Director |
|
November 26, 2024 |
| Michael E. Rosenfeld |
|
|
|
|
| |
|
|
|
|
| /s/ John P.
Spiezio |
|
Director |
|
November 26, 2024 |
| John P. Spiezio |
|
|
|
|
| |
|
|
|
|
| /s/ Brian J.
Glenn |
|
Director |
|
November 26, 2024 |
| Brian J. Glenn |
|
|
|
|
EXHIBIT INDEX
EXHIBIT 5.1
OPINION OF BECKER NEW YORK, P.C.
November 26, 2024
IEH Corporation
140 58th Street, Suite 8E
Brooklyn, NY 11220
Re: IEH Corporation
Registration Statement
on Form S-8
Ladies and Gentlemen:
We have acted as counsel to
IEH Corporation, a New York corporation (the “Company”), and are delivering this opinion in connection with the Registration
Statement on Form S-8 of the Company (together with all exhibits thereto, the “Registration Statement”) being filed with
the Securities and Exchange Commission (the “Commission”) on or about the date hereof, relating to the registration by the
Company of 750,000 shares (the “Plan Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common
Stock:), authorized for issuance pursuant to the Company’s 2020 Equity Stock Based Compensation Plan (the “2020 Plan”).
This opinion is being furnished in accordance with the requirements of Item 601 of Regulation S-K of the General Rules and Regulations
under the Securities Act of 1933 (the “Act”).
In connection with this opinion,
we have examined originals or copies, certified or otherwise identified to our satisfaction of: (i) the Registration Statement, as
filed with the Commission under the Act on the date hereof; (ii) the 2020 Plan; (iii) the Amended and Restated Certificate of
Incorporation of the Company, as amended to date; (iv) the By-laws of the Company; and (v) such other documents, certificates
and records, including certificates and receipts of public officials and certificates of officers or other representatives of the Company,
and others as we have deemed necessary or appropriate as a basis for the opinions set forth below.
In
our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,
certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed
or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other,
and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any
facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others and of public officials.
The opinion set forth below is subject to the following
further qualifications, assumptions and limitations that:
| (a) |
|
all Plan Shares will be issued in accordance with the terms of the 2020 Plan; |
| |
|
|
| (b) |
|
a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Plan Shares are issued; |
| |
|
|
| (c) |
|
the consideration received by the Company for each Plan Share delivered pursuant to the 2020 Plan shall not be less than the par value of the Common Stock; and |
| |
|
|
| (d) |
|
the registrar and transfer agent for the Common Stock will duly register such issuance and countersign the Stock certificates evidencing such Plan Shares and such Stock certificates will conform to the specimen certificates examined by us. |
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that the Plan Shares have been duly authorized for issuance and,
when delivered and paid for in accordance with the terms of the 2020 Plan, the Plan Shares will be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the
New York Business Corporation Law.
We hereby consent to the inclusion of this opinion
as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder. Except as otherwise
set forth herein, this opinion letter may not be used, circulated, quoted or otherwise referred to for any purpose or relied upon by any
other person without the express written permission of this firm.
| |
Very truly yours, |
| |
|
| |
/s/ Becker New York, P.C. |
| |
Becker New York, P.C. |
EXHIBIT 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S
CONSENT
We consent to the incorporation by reference in the Registration Statement
of IEH Corporation on Form S-8 of our report dated June 14, 2024 with respect to our audits of the financial statements of IEH
Corporation as of March 31, 2024 and 2023, and for each of the two years in the period ended March 31, 2024 appearing in the
Annual Report on Form 10-K of IEH Corporation for the year ended March 31, 2024
/s/ Marcum LLP
Marcum LLP
New York, NY
November 25, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
IEH CORPORATION
(Exact Name of Registrant as Specified in its
Charter)
Table 1: Newly Registered Securities
Security
Type | |
Security
Class Title | |
Fee Calculation Rule | |
Amount
of
Shares to be
Registered (1) | | |
Proposed Maximum Offering Price Per
Share | | |
Maximum
Aggregate
Offering Price | | |
Fee
Rate | | |
Amount
of
Registration
Fee | |
| Equity | |
Common Stock, par
value $0.01 per share to be issued under the 2020 Plan | |
Rules 457(c) and
457(h) | |
| 590,000 | | |
$ | 9.00
(2) | | |
| 5,310,000 | | |
| 0.00015310 | | |
$ | 812.96 | |
| Equity | |
Common Stock, par value $0.01
per share to be issued under the 2020 Plan | |
Rules 457(c) and
457(h) | |
| 160,000 | | |
$ | 7.35
(3) | | |
$ | 1,176,000 | | |
| 0.00015310 | | |
$ | 180.05 | |
| Total Offering Amounts | |
| |
| |
| | | |
| | | |
$ | 6,486,000 | | |
| | | |
$ | 993.01 | |
| Total Fee Offsets | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| - | (4) |
| Net
Fee Due | |
| |
| |
| | | |
| | | |
$ | 6,486,000 | | |
| | | |
$ | 993.01 | |
| (1) |
This Registration Statement covers 750,000
shares of Common Stock issuable under the Registrant’s 2020 Equity Stock-Based Compensation Plan (the “2020 Plan”).
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional shares of Common Stock which become issuable under the 2020 Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without receipt of consideration which results in an increase
in the number of outstanding shares of the Registration’s Common Stock. |
| |
|
| (2) |
Estimated solely for the purpose of calculating
the registration fee pursuant to Rules 457(c) and 457(h). The Proposed Maximum Offering Price per Share is based upon
the average of the reported high and low sales prices per share of the Common Stock of the Registrant on November 25, 2024,
as reported on the OTC Pink Sheets. |
| |
|
| (3) |
Represents shares of the Registrant’s
Common Stock subject to outstanding option awards granted under the 2020 Plan. This estimate is made pursuant to Rule 457(h) solely
for purposes of calculating the registration fee and is based on the weighted average exercise price per share of the outstanding
options granted under the 2020 Plan. |
| |
|
| (4) |
The Registrant does not have any fee offsets. |
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