As filed with the Securities and Exchange Commission on February 26, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________
BROADWIND ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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3240 S. Central Avenue
Cicero, IL 60804
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88-0409160
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(State or other jurisdiction of
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(Address of Principal Executive Offices)
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(IRS Employer Identification No.)
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Incorporation or organization)
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Broadwind Energy, Inc. Employees’ 401 (k) Plan
(Full title of the plan)
Stephanie K. Kushner
President, Chief Executive Officer
Broadwind Energy, Inc.
3240 S. Central Avenue
Cicero, Illinois 60804
Telephone: (708) 780-4800
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Michele C. Kloeppel, Esq.
Thompson Coburn LLP
One U.S. Bank Plaza
St. Louis, Missouri 63101
Telephone: (314) 552-6000
Facsimile: (314) 552-7000
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.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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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 Securities Act.
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
(1)
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Amount to be registered
(2)
(3
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Proposed maximum offering price per unit
(4
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Proposed maximum aggregate offering price
(4
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Amount of registration fee
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Common stock, par value $0.001 per share
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300,000
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$1.44
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$432,000
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$52.36
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Series A Junior Participating Preferred Share Purchase Rights
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(5)
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(5)
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(5)
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(5)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) also covers an indeterminate amount of interests of Broadwind Energy, Inc., a Delaware corporation (the “Registrant”), to be offered or sold pursuant to the Broadwind Energy, Inc. Employees’ 401(k) Plan (the “Plan”). In accordance with Rule 457(h)(2) under the Securities Act, no separate fee calculation is required for such interests.
(2) Represents the Registrant’s shares of common stock, par value $0.001 per share (the “Common Stock”), underlying the Plan. Pursuant to Rule 416(a) under the Securities Act, this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan.
(3) The Plan authorizes the issuance of a maximum of 800,000 shares of Common Stock, of which 500,000 were previously registered on the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2018 (File No. 333-223260) (the “Prior Registration Statement”). This Registration Statement registers an additional 300,000 shares of Common Stock under the Plan (the “Additional Shares”).
(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act, using the average of the high and low prices as reported on the Nasdaq Capital Market on February 19, 2019.
(5) The Series A Junior Participating Preferred Share Purchase Rights (the “Series A Rights”) are initially carried with the shares of Common Stock. The value attributable to such rights, if any, is reflected in the market price of the shares of Common Stock.
Pursuant to Rule 429 under the Securities Act, the prospectus referred to herein is combined with and relates to the Prior Registration Statement.