As filed with the Securities and Exchange Commission on May 6, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OWENS & MINOR, INC.
(Exact name of registrant as specified in its charter)
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Virginia
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54-1701843
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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9120 Lockwood Boulevard, Mechanicsville, Virginia
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23116
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(Address of principal executive offices)
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(Zip Code)
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2018 Stock Incentive Plan
(Full title of the plan)
Nicholas J. Pace, Esq.
Executive Vice President, General Counsel and Corporate Secretary
9120 Lockwood Boulevard
Mechanicsville, Virginia 23116
(Name and address of agent for service)
(804) 723-7000
(Telephone number, including area code, of agent for service)
It is respectfully requested that the Commission send copies of all notices, orders and communications to:
David M. Carter, Esq.
Troutman Sanders LLP
Troutman Sanders Building
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
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 Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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x
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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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Emerging growth company
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¨
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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. ☐
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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(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, $2.00 par value per share
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4,500,000
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$12.13
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$54,585,000
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$7,086
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(1)
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The amount of Common Stock registered hereunder shall be deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the capitalization of the registrant.
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(2)
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Pursuant to Rule 457(h), the registration fee is based on the average of the high and low sales prices of a share of Common Stock reported on the New York Stock Exchange on May 5, 2020.
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REGISTRATION OF ADDITIONAL SECURITIES
Owens & Minor, Inc. (the “Company”) is hereby registering 4,500,000 additional shares of its common stock, par value $2.00 per share (the “Common Stock”), for issuance under the Owens & Minor, Inc. 2018 Stock Incentive Plan, as amended (the “Plan”). The registration statements on Form S-8 (Registration Nos. 333-224787 and 333-231386, together, the “Prior Plan Registration Statements”), as filed with the Securities and Exchange Commission on May 9, 2018 and May 10, 2019, respectively, relating to the same class of securities and the same benefit plan are currently effective and, in accordance with Instruction E of the General Instructions to Form S-8, the contents of the Prior Plan Registration Statements, to the extent they relate to the Plan and the shares of Common Stock issuable thereunder, are incorporated herein by reference.
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Item 8.
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Exhibits.
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Exhibit
No.
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Description
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3.1
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Amended and Restated Articles of Incorporation of Owens & Minor, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed July 29, 2008)
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3.2
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Amended and Restated Bylaws of Owens & Minor, Inc., as adopted April 3, 2020 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed April 6, 2020)
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5.1
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Opinion of Troutman Sanders LLP as to the legality of the securities being registered (filed herewith)
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10.1
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2018 Stock Incentive Plan (incorporated by reference to Appendix B to the Company’s definitive Proxy Statement filed March 28, 2019 (File No. 001-09810))
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10.2
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Amendment No. 1 to the 2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement filed March 28, 2019 (File No. 001-09810))
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10.3
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Amendment No. 2 to the 2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement filed March 19, 2020 (File No. 001-09810)
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23.1
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Consent of Troutman Sanders LLP (included in Exhibit 5.1)
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23.2
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Consent of KPMG LLP (filed herewith)
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24.1
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Powers of Attorney (included on signature page)
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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3.2
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5.1
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10.1
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10.2
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10.3
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23.1
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23.2
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24.1
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Powers of Attorney (included on signature page)
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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 County of Hanover, Commonwealth of Virginia, on May 6, 2020.
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OWENS & MINOR, INC.
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By:
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/s/ Edward A. Pesicka
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Name:
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Edward A. Pesicka
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Title:
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Edward A. Pesicka, Andrew G. Long and Nicholas J. Pace, and each of them individually, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of such persons 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 Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that 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, this Registration Statement has been signed by the following persons in the capacities indicated below on May 6, 2020.
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Signature
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Title
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/s/ Edward A. Pesicka
Edward A. Pesicka
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President and Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Andrew G. Long
Andrew G. Long
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ Michael W. Lowry
Michael W. Lowry
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Senior Vice President, Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)
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/s/ Mark A. Beck
Mark A. Beck
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Director
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/s/ Gwendolyn M. Bingham
Gwendolyn M. Bingham
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Director
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/s/ Robert J. Henkel
Robert J. Henkel
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Director
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/s/ Mark F. McGettrick
Mark F. McGettrick
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Director
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/s/ Eddie N. Moore, Jr.
Eddie N. Moore, Jr.
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Director
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/s/ Michael C. Riordan
Michael C. Riordan
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Director
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/s/ Robert C. Sledd
Robert C. Sledd
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Chairman of the Board of Directors
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