- Securities Registration: Employee Benefit Plan (S-8)
May 08 2009 - 2:46PM
Edgar (US Regulatory)
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BRUNSWICK
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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36-0848180
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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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1
N. Field Court
Lake
Forest, Illinois
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60045-4811
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Brunswick
Corporation 2003 Stock Incentive Plan
(Full
title of the plan)
Lloyd
C. Chatfield II
Vice
President, General Counsel and Secretary
Brunswick
Corporation
1 N.
Field Court
Lake
Forest, Illinois 60045-4811
(847)
735-4700
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Indicate
by check mark whether the registrant 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. (Check one):
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
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 (2)
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Amount
of Registration Fee
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Common
Stock, $0.75 par value
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5,000,000
shares
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$7.31
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$36,550,000
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$2,039.49
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(1)
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover any
additional shares of Common Stock that become issuable under the
Registrant’s 2003 Stock Incentive Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected which
results in an increase in the number of the Registrant’s outstanding
shares of Common Stock issuable pursuant to awards granted under the
Plan.
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(2)
Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) and 457(c) under the Securities Act, based upon
the weighted average purchase price of shares subject to outstanding
options, and, as to shares not currently subject to outstanding options,
the average of the high and low prices of the Common Stock as reported in
the consolidated reporting system on May 6, 2009.
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EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is filed pursuant to General Instruction E to
Form S-8 for the purpose of registering an additional 5,000,000 shares of the
common stock, par value $0.75 per share (“Common Stock”), of Brunswick
Corporation (the “Company”) that may be offered and sold under the Brunswick
Corporation
2003
Stock Incentive Plan (the “Plan”). The Company’s shareholders
approved the addition of these shares to the Plan at the Company’s Annual
Meeting on May 6, 2009.
Statement
of Incorporation by Reference
The
contents of the Company’s previously filed Registration Statements on Form S-8,
filed with the Securities and Exchange Commission (the “Commission”) on July 27,
2006 (Registration No. 333-136087) and February 17, 2004 (Registration No.
333-112880), relating to the Plan are hereby incorporated by reference herein to
the extent not otherwise amended or superseded by the contents
hereof.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by
Reference.
The
following documents, which have been previously filed with the Commission by the
Company, pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), are hereby incorporated by reference in, and shall be deemed to
be a part of, this Registration Statement:
(a)
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the
Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2008;
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(b)
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the
Company’s Quarterly Report on Form 10-Q for the quarter ended April 4,
2009 and the Amendment No. 1 on Form 10-Q/A, filed with the Commission on
January 20, 2009, to the Company’s Quarterly Report for the quarter ended
September 27, 2008;
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(d)
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the
Company’s Current Reports on Form 8-K filed with the Commission on January
29, March 4, April 30, May 5 and May 6, 2009;
and
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(e)
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the
description of the Company’s Common Stock, contained on page 17 of the
Prospectus filed with the Company’s Registration Statement No. 333-152620
filed with the Commission on July 30, 2008, including any amendment or
report filed with the Commission for the purpose of updating such
description; and
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All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, are deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as “Incorporated Documents”).
Any
statement contained in an Incorporated Document 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 Incorporated
Document modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item
5. Interests of Named Experts and Counsel.
The
legality of the securities being registered hereby has been passed on by Lloyd
C. Chatfield II, Vice President, General Counsel and Secretary of the
Company. Mr. Chatfield has received awards under the Plan and may
receive additional awards under the Plan in the future.
Item
8. Exhibits.
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Exhibit
No.
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Description
of Exhibits
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4.1
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The
Restated Certificate of Incorporation of the Company is hereby
incorporated by reference to Exhibit 19.2 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30,
1987.
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4.2
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The
By-Laws of the Company are hereby incorporated by reference to Exhibit 3.3
to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.
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4.3
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Brunswick
Corporation 2003 Stock Incentive Plan (filed as an appendix to the
Definitive Proxy Statement on Schedule 14A filed with the Commission on
March 25, 2009 and incorporated herein by reference).
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5*
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Opinion
of Lloyd C. Chatfield II as to the legality of the securities being
registered.
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23.1*
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Consent
of independent registered public accounting firm.
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23.2*
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Consent
of Lloyd C. Chatfield II (included in the opinion filed as Exhibit
5).
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24*
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Powers
of Attorney authorizing certain persons to sign this Registration
Statement on behalf of certain directors of the
Registrant.
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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 City of Lake
Forest, State of Illinois, on the 8th day of May, 2009.
BRUNSWICK
CORPORATION
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By:
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Name:
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Alan
L. Lowe
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Title:
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Vice
President and Controller
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Pursuant
to the requirements of the Securities Act of 1933, the registration statement
has been signed by the following persons in the capacities and on the date
indicated.
Signature
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Title
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Date
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/s/
Dustan
E.
McCoy
Dustan
E. McCoy
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Chairman
and Chief Executive Officer (Principal Executive Officer) and
Director
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May
8, 2009
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/s/
Peter
B.
Hamilton
Peter
B. Hamilton
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Senior
Vice President and Chief Financial Officer (Principal Financial
Officer)
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May
8, 2009
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/s/
Alan
L.
Lowe
Alan
L. Lowe
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Vice
President and Controller (Principal Accounting Officer)
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May
8, 2009
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*
Nolan
D. Archibald
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Director
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May
8, 2009
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*
Anne
E. B
é
lec
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Director
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May
8, 2009
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*
Jeffrey
L. Bleustein
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Director
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May
8, 2009
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*
Cambria
W. Dunaway
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Director
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May
8, 2009
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*
Manuel
A. Fernandez
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Director
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May
8, 2009
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*
Graham
H. Phillips
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Director
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May
8, 2009
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*
Ralph
C. Stayer
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Director
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May
8, 2009
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*
J.
Steven Whisler
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Director
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May
8, 2009
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*
Lawrence
A. Zimmerman
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Director
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May
8, 2009
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*
By:
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/s/
Lloyd C. Chatfield II
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Lloyd C. Chatfield
II
Attorney-in-Fact, May 8,
2009
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