As filed with the Securities and Exchange Commission on November 6, 2014
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STRATTEC SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin | 39-1804239 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
3333 West Good Hope Road Milwaukee, Wisconsin | 53209 | |
(Address of principal executive offices) | (Zip Code) |
AMENDED AND RESTATED STRATTEC SECURITY CORPORATION STOCK INCENTIVE PLAN
(Full title of the plan)
Patrick J. Hansen Senior Vice President and Chief Financial Officer STRATTEC SECURITY CORPORATION 3333 West Good Hope Road | Copy to: James M. Bedore, Esq. Reinhart Boerner Van Deuren s.c. | |
Milwaukee, Wisconsin 53209 | 1000 North Water Street | |
(Name and address of agent for service) | Suite 1700 Milwaukee, Wisconsin 53202 | |
414-247-3333 | 414-298-1000 | |
(Telephone number, including area code of agent for service) |
Indicate by check mark whether the restraint 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.
Large accelerated filer ¨ | Accelerated filer x |
Non-accelerated filer (Do not check if a smaller reporting company) ¨ | Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of Registration fee |
Common Stock, $0.01 par value per share | 150,000 shares (1) | $102.265 (2) | $15,339,750 (2) | $1,782.48 (2) |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers any additional shares of Common Stock which become issuable under the Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan (the "Plan") by reason of any stock dividend, stock split, recapitalization or any similar transaction effected without the receipt of any consideration by STRATTEC SECURITY CORPORATION (the "Registrant") which results in an increase in the number of the outstanding shares of the Registrant's Common Stock. |
(2) | For the purpose of computing the registration fee, the Registrant has used $102.265 as the average of the high and low prices of the Common Stock as reported on November 3, 2014 on the NASDAQ Global Market for the offering price per share, in accordance with Rules 457(c) and (h). The actual offering price will be determined in accordance with the terms of the Plan. |
PART II - INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement has been filed to register additional shares of the Registrant's common stock made available under the Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan by reason of an amendment thereto approved by the shareholders of the Registrant. Pursuant to General Instruction E to Form S-8, the contents of the Registrant's earlier Registration Statements on Form S-8 (Registration Nos. 333-4300, 333-31002, 333-103219 and 333-140715) effective April 29, 1996, February 24, 2000, February 14, 2003 and February 14, 2007 are incorporated by reference and made a part hereof
Item 8. Exhibits.
4.1 | Amended and Restated Articles of Incorporation of the Company. |
4.2 | By-Laws of the Company. |
4.3 | Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan |
5.1 | Opinion of Reinhart Boerner Van Deuren s.c. as to the legality of the common stock being registered. |
23.1 | Consent of Independent Registered Public Accounting Firm. |
23.2 | Consent of Reinhart Boerner Van Deuren s.c. (included in its opinion filed as Exhibit 5 hereto). |
24 | Power of Attorney (included on the signature page hereto). |
SIGNATURES
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 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 Milwaukee, State of Wisconsin, on November 6, 2014.
STRATTEC SECURITY CORPORATION
By: /s/ Patrick J. Hansen
Patrick J. Hansen, Senior Vice President
and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Frank J. Krejci and Patrick J. Hansen, and each of them individually, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact and agent or his or her substitute may lawfully do or cause to be done by virtue hereof.
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.
Signature | Title | Date |
/s/ Frank J. Krejci Frank J. Krejci | President, Chief Executive Officer and Director (Principal Executive Officer) | November 6, 2014 |
/s/ Patrick J. Hansen Patrick J. Hansen | Senior Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) | November 6, 2014 |
/s/ Harold M. Stratton II Harold M. Stratton II | Chairman and Director | August 21, 2014 |
/s/ Michael J. Koss Michael J. Koss | Director | August 21, 2014 |
/s/ Thomas W. Florsheim, Jr. Thomas W. Florsheim, Jr. | Director | August 21, 2014 |
/s/ David R. Zimmer David R. Zimmer | Director | August 21, 2014 |
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit Number | Description | Incorporated Herein by Reference to | Filed Herewith | |||
4.1 | Amended and Restated Articles of Incorporation of the Registrant | Incorporated by reference from Amendment No. 2 to the Form 10 filed on February 6, 1995. | ||||
4.2 | By-Laws of the Registrant | Incorporated by reference from the exhibit to the Form 8-K filed on October 7, 2005. | ||||
4.3 | Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan | X | ||||
5.1 | Opinion of Counsel | X | ||||
23.1 | Consent of Independent Registered Public Accounting Firm | X | ||||
23.2 | Consent of Counsel | Contained in Opinion filed as Exhibit 5.1 | ||||
24 | Power of Attorney | Signature Page to Registration Statement |