Securities Registration: Employee Benefit Plan (s-8)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on June 23, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GREEN PLAINS INC.

(Exact name of registrant as specified in its charter)


Iowa		84-1652107
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1811 Aksarben Drive, Omaha, Nebraska 68106		(402) 884-8700
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)

2009 Equity Incentive Plan

(Full title of the plan)

Todd A. Becker

President and Chief Executive Officer

Green Plains Inc.

1811 Aksarben Drive

Omaha, Nebraska 68106

(402) 884-8700

(Name, address and telephone number of agent for service)

Copy to:

Michelle S. Mapes, Esq.

Executive Vice President – General Counsel & Corporate Secretary

Green Plains Inc.

1811 Aksarben Drive

Omaha, Nebraska 68106

(402) 884-8700

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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $.001 per share	1,110,000	$19.55	$21,700,500.00	$2,515.09

(1)	This registration statement shall also be deemed to register any additional shares of common stock that may be issued pursuant to any anti-dilution provisions of the plan as the result of any stock split, stock dividend or similar transaction.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The maximum offering price per share is based on the average of the high and low prices of the Company’s Common Stock as listed on the Nasdaq Global Market on June 21, 2017.

INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT

Green Plains Inc. (the “Company”) previously registered 3,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), for issuance under the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) on Form S-8 Registration Statements filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2009, bearing file number 333-159049, on May 13, 2011, bearing file number 333-174219, and on February 7, 2014, bearing file number 333-193827 (collectively, the “Prior Registration Statements”). On March 23, 2017, the Company’s Board of Directors adopted an amendment to the Company’s 2009 Equity Incentive Plan, which included the registration of an additional 1,110,000 shares of the Company’s Common Stock thus increasing the shares under the 2009 Plan from 3,000,000 shares to 4,110,000 shares (the “Amendment”). The Company’s shareholders approved the Amendment on May 9, 2017. This Registration Statement is being filed to register the additional 1,110,000 shares of Common Stock underlying the Company’s 2009 Plan, of the same class as those for which the Prior Registration Statements are effective. Accordingly, pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents previously filed by the Company with the Commission are incorporated by reference in this registration statement:

1.	Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 22, 2017.

2.	Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on May 4, 2017.

2.	Current Reports on Form 8-K filed on February 8, 2017; April 13, 2017; April 25, 2017; April 26, 2017; May 1, 2017; May 9, 2017; May 16, 2017 and May 25, 2017 (to the extent filed and not furnished).

3.	The description of the Registrant’s common stock set forth in the Registrant’s registration statement on Form 8-A filed pursuant to Section 12 of the Exchange Act on December 16, 2005, including any amendment or report filed with the Commission for the purpose of updating this description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be 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 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 such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8.

Exhibits.


Number		Description

5.1		Opinion of Husch Blackwell LLP

23.1		Consent of Husch Blackwell LLP (contained in Exhibit 5.1 hereto)

23.2		Consent of KPMG LLP

24.1		Power of Attorney (contained in the signature page hereto)

99.1		Amended and Restated 2009 Equity Incentive Plan

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 Omaha, State of Nebraska, on June 23, 2017.


GREEN PLAINS INC.

By:		/s/ Todd A. Becker
		Todd A. Becker
		President and Chief Executive Officer
		(Principal Executive Officer)

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below in so signing also makes, constitutes and appoints Todd A. Becker and Jerry L. Peters as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to execute and cause to be filed with the Securities and Exchange Commission any and all amendments (including pre-effective and post-effective amendments) to this registration statement, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents 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 as to all intents and purposes as he might or could do in person, and hereby ratifies and confirms said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.


Signature	Title	Date
/s/ Todd A. Becker	President and Chief Executive Officer	June 23, 2017
Todd A. Becker	(Principal Executive Officer) and Director

/s/ Jerry L. Peters	Chief Financial Officer (Principal Financial	June 23, 2017
Jerry L. Peters	Officer and Principal Accounting Officer)

/s/ Wayne B. Hoovestol	Chairman of the Board	June 23, 2017
Wayne B. Hoovestol

/s/ Alain Treuer	Vice Chairman of the Board	June 23, 2017
Alain Treuer

/s/ Jim Anderson	Director	June 23, 2017
Jim Anderson

/s/ James F. Crowley	Director	June 23, 2017
James F. Crowley

/s/ Gene Edwards	Director	June 23, 2017
Gene Edwards

/s/ Gordon Glade	Director	June 23, 2017
Gordon Glade

/s/ Ejnar Knudsen	Director	June 23, 2017
Ejnar Knudsen

/s/ Thomas Manuel	Director	June 23, 2017
Thomas Manuel

/s/ Brian Peterson	Director	June 23, 2017
Brian Peterson

Index of Exhibits


Number		Description

5.1		Opinion of Husch Blackwell LLP

23.1		Consent of Husch Blackwell LLP (contained in Exhibit 5.1 hereto)

23.2		Consent of KPMG LLP

24.1		Power of Attorney (contained in the signature page hereto)

99.1		Amended and Restated 2009 Equity Incentive Plan