- Securities Registration: Employee Benefit Plan (S-8)
October 29 2010 - 3:34PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 29,
2010
Registration Statement 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
OWENS-ILLINOIS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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22-2781933
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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One Michael Owens Way
Perrysburg, Ohio 43551-2999
(Address of Principal Executive Offices including Zip Code)
AMENDED AND RESTATED OWENS-ILLINOIS, INC. 2005 INCENTIVE AWARD PLAN
(Full Title of the Plan)
James W. Baehren
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Copy to:
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Senior Vice President Strategic Planning,
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Scott C. Herlihy
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General Counsel and Secretary
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Latham & Watkins LLP
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Owens-Illinois, Inc.
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555 11th Street NW
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One Michael Owens Way
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Washington, DC 20004
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Perrysburg, Ohio 43551-2999
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202-637-2200
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567-336-5000
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code for 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 definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(do not check if a
smaller reporting company)
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Smaller reporting company
o
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount of
shares
to be
Registered (1)
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Proposed
Maximum
Offering
Price
Per Share (2)
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Maximum
Amount of
Aggregate
Offering
Price (2)
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Amount of
Registration
Fee (2)
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Common Stock, $0.01 par value per share, reserved
for issuance under the Amended and Restated Owens-Illinois, Inc. 2005
Incentive Award Plan
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9,000,000
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$
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27.52
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$
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247,680,000
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$
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17,659.58
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(1)
This Registration Statement
registers 9,000,000 shares of common stock, $0.01 par value per share (the Common
Stock) of Owens-Illinois, Inc. (the Company) pursuant to the Amended and Restated Owens-Illinois, Inc.
2005 Incentive Award Plan (the Plan), in addition to the 7,000,000 shares of
Common Stock which were previously registered.
In accordance with Rule 416(a) under the Securities Act of
1933, as amended (the Securities Act), this Registration Statement also
covers any additional shares of Common Stock which become issuable under the
Plan, by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the outstanding shares of Common Stock of
Owens-Illinois, Inc.
(2)
Estimated in accordance with
Rule 457(c) and (h) under the Securities Act solely for the
purpose of calculating the registration fee. The Proposed Maximum
Offering Price Per Share is based upon the average of the high and low prices
for the Registrants Common Stock as reported on the New York Stock Exchange on
October 26, 2010 ($27.52).
EXPLANATORY NOTE
On
April 7, 2006, the Company registered 7,000,000 shares of its Common
Stock, to be offered or sold to participants under the Plan pursuant to its
Registration Statement on Form S-8 (File No. 333-133074), the
contents of which are incorporated by reference herein to the extent not
modified or superseded hereby or by any subsequently filed document that is
incorporated by reference herein or therein. On April 23, 2009, the
Companys stockholders approved an amendment and restatement of the Plan to, among
other things, increase the number of shares available for issuance under the
Plan by 9,000,000 shares of Common Stock. This Registration Statement on Form S-8
is being filed in order to register such additional 9,000,000 shares of Common
Stock which may be offered or sold to participants under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information called for in Part I of Form S-8 is not required to be
filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
We
have filed the following documents with the Securities and Exchange Commission
which are hereby incorporated by reference in this Registration Statement:
1.
Our Annual Report
on Form 10-K for the fiscal year ended December 31, 2009;
2.
Our Quarterly
Reports on Form 10-Q for the quarters ended March 30, 2010, June 30,
2010 and September 30, 2010, filed with the Securities and Exchange
Commission on April 29, 2010, July 29, 2010 and October 28,
2010, respectively;
3.
Our Proxy
Statement, filed on March 26, 2010;
4.
Our
Registration Statement on Form S-8 (File No. 333-133074) filed with
the Securities and Exchange Commission on April 7, 2006;
5.
Our Current
Reports on Form 8-K filed on May 7, 2010, May 21, 2010 and October 28,
2010;
6.
The description
of our common stock contained in our Registration Statement on Form 8-A
filed on December 3, 1991, as amended; and
7.
All documents
filed by us with the Securities and Exchange Commission pursuant to
Sections 13(a) or 15(d) of the Exchange Act, since December 31,
2009.
All
documents subsequently filed by the Company or by the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be part
of this Registration Statement from the date of the filing of such documents,
except as to any portion of any Current Report furnished under Items 2.02 or
7.01 of Form 8-K that is not deemed filed under such provisions.
Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement is deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
subsequently
2
filed document which also is or is deemed to be
incorporated by reference in this Registration Statement 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.
Under no circumstances will any information filed
under Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by
reference unless such Form 8-K expressly provides to the contrary
.
Item 5.
Interests of Named Experts and Counsel
Not
applicable.
Item 6.
Indemnification of Directors and Officers
Not required to be filed
with this Registration Statement.
Item 7.
Exemption from Registration
Not applicable.
Item 8.
Exhibits.
See
Index to Exhibits.
Item 9.
Undertakings.
Not
required to be filed with this Registration Statement.
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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 Perrysburg, Ohio, on October 29, 2010.
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OWENS-ILLINOIS, INC.
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By:
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/s/
James W. Baehren
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James
W. Baehren
Senior Vice President Strategic Planning, General Counsel
and Secretary
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KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints jointly and severally, Albert P. L. Stroucken, Edward
C. White and James W. Baehren and each of them, his attorney-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8 (including
post-effective amendments) and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
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 and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
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 on behalf of the registrant and in the
capacities indicated on October 29, 2010.
Signature
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Title
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/s/
Albert P. L. Stroucken
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Chairman
of the Board of Directors and Chief Executive
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Albert
P. L. Stroucken
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Officer
(Principal Executive Officer); Director
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/s/
Edward C. White
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Senior
Vice President and Chief Financial Officer
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Edward
C. White
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(Principal
Financial Officer)
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/s/
Gary F. Colter
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Director
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Gary
F. Colter
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/s/
Jay L. Geldmacher
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Director
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Jay
L. Geldmacher
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/s/
Peter S. Hellman
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Director
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Peter
S. Hellman
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/s/
David H. Y. Ho
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Director
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David
H. Y. Ho
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/s/
Anastasia D. Kelly
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Director
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Anastasia
D. Kelly
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4
/s/
John J. McMackin, Jr.
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Director
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John
J. McMackin, Jr.
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/s/
Corbin A. McNeill, Jr.
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Director
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Corbin
A. McNeill, Jr.
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/s/
Hugh H. Roberts
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Director
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Hugh
H. Roberts
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/s/
Helge H. Wehmeier
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Director
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Helge
H. Wehmeier
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/s/
Dennis K. Williams
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Director
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Dennis
K. Williams
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/s/
Thomas L. Young
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Director
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Thomas
L. Young
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5
EXHIBIT INDEX
Exhibit
Number
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Description
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3.1
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Second Restated
Certificate of Incorporation of the Company, dated April 23, 2009
(incorporated by reference to Exhibit 3.1 of the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2009).
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3.2
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Third Amended and
Restated By-laws of Owens-Illinois, Inc., effective as of April 29,
2010 (incorporated by reference to Exhibit 3.1 of the Companys Current
Report on Form 8-K filed on April 27, 2009).
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5.1
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Opinion
of Latham & Watkins.
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23.1
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Consent
of Latham & Watkins (included in Exhibit 5.1).
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23.2
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Consent
of Independent Registered Public Accounting Firm.
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24.1
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Power
of Attorney (included on the signature page of this Registration
Statement).
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99.1
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Amended
and Restated Owens-Illinois, Inc. 2005 Incentive Award Plan (filed as
Appendix B to Proxy Statement filed on March 26, 2009, and incorporated
herein by reference).
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