As filed with the Securities and Exchange Commission on May 8, 2020
Registration No. 333-173988
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-173988
UNDER
THE SECURITIES ACT OF 1933
AMETEK, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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14-1682544
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1100 Cassatt Road
Berwyn, Pennsylvania
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19312
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(Address of principal executive offices)
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(Zip Code)
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AMETEK, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLAN
AMETEK, INC. 2020 OMNIBUS INCENTIVE COMPENSATION PLAN
(Full title of the plan)
William J. Burke
Executive Vice President Chief Financial Officer
AMETEK, Inc.
1100
Cassatt Road
Berwyn, Pennsylvania 19312-1177
(610) 647-2121
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Scott
R. Jones, Esq .
Frank B. Tripodi, Esq.
Pepper Hamilton LLP
3000
Two Logan Square
Philadelphia, Pennsylvania 19103
(215) 981-4000
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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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered(1)(2)
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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(2)
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Amount of
Registration Fee(2)
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Common Stock, $.01 par value
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8,500,000 shares
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N/A
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$ N/A
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$ N/A
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall include
an additional indeterminate number of shares of the common stock, par value $0.01 per share (the Common Stock) of AMETEK, Inc., a Delaware corporation (the Registrant), that may become issuable under the AMETEK, Inc. 2011
Omnibus Incentive Compensation Plan (the 2011 Plan) and the AMETEK, Inc. 2020 Omnibus Incentive Compensation Plan (the 2020 Plan) as a result of any future stock dividend, spinoff, recapitalization, stock split, or
combination or exchange of shares or similar transactions. As described in the Explanatory Note below, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (this
Post-Effective Amendment) is being filed to provide that up to 6,311,712 shares of Common Stock originally registered upon the filing of the Registration Statement on Form S-8 (File No. 333-173988) filed with the Securities and Exchange Commission (SEC) on May 6, 2011 (the Prior Registration Statement) for issuance under the 2011 Plan may be issued under the
2020 Plan once they are no longer issuable pursuant to the 2011 Plan.
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(2)
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The filing fee for the registration of the offer of shares of Common Stock under the 2011 Plan was paid in full
upon the filing of the Prior Registration Statement. Pursuant to SEC Compliance and Disclosure Interpretation 126.43, no filing fee is required for this Post-Effective Amendment.
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