As filed with the Securities and Exchange Commission on November 12, 2019.
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rockwell Automation, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 25-1797617 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1201 South 2nd Street Milwaukee, Wisconsin | 53204 | |
(Address of Principal Executive Offices) | (Zip Code) |
Rockwell Automation 1165(e) Plan
(Full title of the plans)
REBECCA W. HOUSE
Senior Vice President, General Counsel and Secretary
Rockwell Automation, Inc.
1201 South 2nd Street
Milwaukee, Wisconsin 53204
(Name and address of agent for service)
(414)382-2000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act (Check one).
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | 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 Exchange Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee | ||||
Common Stock, par value $1 per share(3) | 50,000 shares | $179.26 | $8,963,000.00 | $1,163.40 | ||||
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(1) | The shares of Common Stock set forth in the Calculation of Registration Fee table which may be offered pursuant to this Registration Statement include, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), such additional number of shares of the Registrant’s Common Stock as may become issuable as a result of any stock splits, stock dividends or similar events. |
(2) | Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low per share market price of the Common Stock for New York Stock Exchange–Composite Transactions on November 7, 2019. |
(3) | In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. |
EXPLANATORY NOTE
This registration statement is being filed for the purpose of registering additional securities of the same class as other securities for which registration statements on FormS-8 relating to the Rockwell Automation 1165(e) Plan are effective. Pursuant to General Instruction E of FormS-8, this registration statement hereby incorporates by reference the contents of Registration Statements on FormS-8 Nos.333-205022 and333-157203 filed by Rockwell Automation on June 17, 2015 and February 10, 2009, respectively, relating to the Rockwell Automation 1165(e) Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange Commission (the “Commission”), are incorporated herein by reference and made a part hereof:
(a) | Annual Report on Form10-K of Rockwell Automation, Inc. (“Rockwell Automation”) for the year ended September 30, 2019; |
(b) | Annual Report on Form11-K of the Rockwell Automation 1165(e) Plan for the year ended December 31, 2018; and |
(c) | The description of Rockwell Automation’s Common Stock, par value $1 per share, which is incorporated in Rockwell Automation’s Registration Statement on Form8-A dated October 30, 1996 by reference to the material under the caption “Description of New Rockwell Capital Stock” on pages105-115 of Rockwell Automation’s Proxy Statement-Prospectus dated October 29, 1996, constituting a part of Rockwell Automation’s Registration Statement on FormS-4 (RegistrationNo. 333-14969). |
All documents subsequently filed by Rockwell Automation and the Rockwell Automation 1165(e) Plan 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 which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be 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 is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 8:Exhibits.
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SIGNATURES
The Registrant. 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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin on the 12th day of November, 2019.
ROCKWELL AUTOMATION, INC. | ||
By | /s/ Rebecca W. House | |
(Rebecca W. House, Senior Vice President, General Counsel and Secretary) |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 12th day of November 2019 by the following persons in the capacities indicated:
Signature | Title | |
Blake D. Moret* | Chairman of the Board, President and Chief Executive Officer (principal executive officer) and a Director | |
J. Phillip Holloman* | Director | |
Steven R. Kalmanson* | Director | |
James P. Keane* | Director | |
Lawrence D. Kingsley* | Director | |
Pam Murphy* | Director | |
Donald R. Parfet* | Director | |
Lisa A. Payne* | Director | |
Thomas W. Rosamilia* | Director | |
Patricia A. Watson* | Director | |
Patrick P. Goris* | Senior Vice President and Chief Financial Officer (principal financial officer) | |
David M. Dorgan* | Vice President and Controller (principal accounting officer) |
* By | /s/ Rebecca W. House | |
(Rebecca W. House,Attorney-in-fact)** |
** By authority of the powers of attorney filed herewith.
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin on the 12th day of November, 2019.
ROCKWELL AUTOMATION 1165(e) PLAN | ||
By | /s/ Teresa E. Carpenter | |
(Teresa E. Carpenter, Plan Administrator) |
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