Securities Registration: Employee Benefit Plan (s-8)
March 26 2014 - 10:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
QUANEX BUILDING PRODUCTS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1800 West Loop South, Suite 1500
Houston, TX 77027
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26-1561397
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Address, Including Zip Code, of
Principal Executive Offices)
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(I.R.S. Employer Identification No.)
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Quanex Building Products Corporation 2008 Omnibus Incentive Plan,
as amended and restated effective February 27, 2014
(Full Title of the Plan)
Kevin P. Delaney
1800
West Loop South
Suite 1500
Houston, Texas 77027
(Name and Address of Agent for Service)
(713) 961-4600
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Fulbright & Jaworski LLP
Fulbright Tower
1301
McKinney, Suite 5100
Houston, Texas 77010
Telephone: (713) 651-5557
Facsimile: (713) 651-5246
Attention: Brian P. Fenske
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
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x
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Accelerated filer
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¨
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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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¨
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CALCULATION OF REGISTRATION FEE
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Title Of Each Class Of
Securities To Be Registered
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Amount To Be
Registered(1)
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Proposed
Maximum
Offering Price
Per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount Of
Registration Fee(2)
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Common Stock, par value $0.01 per share
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2,350,000
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$20.48(3)
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$48,128,000(3)
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$6,199
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(1)
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This Registration Statement covers 2,350,000 additional shares of common stock, par value $0.01 per share, of Quanex Building Products Corporation (the Registrant or the Corporation) available
for issuance pursuant to awards under the Corporations 2008 Omnibus Incentive Plan, as amended and restated effective February 27, 2014 (the Plan). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers an additional indeterminable number of shares as may be necessary to adjust the number of shares being offered or issued pursuant to the Plan as a result of stock splits, stock dividends or similar transactions.
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(2)
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Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the Plan.
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(3)
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Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of common stock of the
Registrant on March 21, 2014, as reported on the New York Stock Exchange.
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EXPLANATORY NOTE
Incorporation by Reference.
This Registration Statement is filed pursuant to General Instruction E to Form S-8. A Registration
Statement on Form S-8 has been filed previously on April 23, 2008 (File No. 333-150392) covering 2,900,000 shares of common stock reserved for issuance pursuant to awards under the Plan. An additional Registration Statement on Form S-8 has
been filed previously on April 1, 2011 (File No. 333-173245) covering an additional 2,400,000 shares of common stock reserved for issuance pursuant to awards under the Plan. The contents of such previously filed Registration Statements on
Form S-8 are hereby incorporated herein by reference and made a part hereof.
Registration of Additional Shares of Common Stock Under
the Plan
. This Registration Statement on Form S-8 is filed by the Registrant to register an additional 2,350,000 shares of common stock, par value $0.01 per share, of Quanex Building Products Corporation, which may be awarded under the Plan
pursuant to the amendment and restatement of such plan authorized by the stockholders of the Registrant on February 27, 2014.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents and information
previously filed with the Commission by the Registrant are hereby incorporated herein by reference:
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(a)
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Registrants Annual Report on Form 10-K for the fiscal year ended October 31, 2013, filed with the Commission on December 18, 2013;
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(b)
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Registrants Quarterly Report on Form 10-Q for its fiscal quarter ended January 31, 2014, filed with the Commission on March 6, 2014;
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(c)
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Registrants Current Reports on Form 8-K, filed with the Commission on February 28, 2014 and February 10, 2014; provided, however, that information furnished pursuant to Item 2.02 or Item 7.01
of any Form 8-K, including any exhibits included with such information, shall not be deemed incorporated by reference; and
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(d)
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the description of common stock contained in Exhibit 99.1 to Amendment No. 5 to the Registration Statement on Form 10 (File No. 001-33913), filed by the Registrant with the Commission on March 24, 2008,
and any amendment or report filed for the purpose of updating such description.
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All documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. In no event,
however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or
otherwise become a part of, this Registration Statement. Any statement contained in any document incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
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Exhibit No.
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Description
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4.1
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Certificate of Incorporation of the Registrant dated as of December 12, 2007, filed as Exhibit 3.1 of the Registrants Registration Statement on Form 10 (Reg. No. 001-33913) as filed with the Securities and
Exchange Commission on January 11, 2008, and incorporated herein by reference.
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4.2
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Amended and Restated By-laws of the Registrant dated as of August 28, 2008, filed as Exhibit 3.2 of the Registrants Quarterly Report on Form 10-Q (Reg. No. 001-33913) for the quarter ended July 31,
2008, and incorporated herein by reference.
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5.1 *
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Opinion of Kevin P. Delaney
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23.1 *
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Consent of Deloitte & Touche LLP
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23.2 *
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Consent of Kevin P. Delaney (included in the opinion filed as Exhibit 5.1)
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24.1 *
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Power of Attorney (included on signature page)
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99.1
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Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended and restated effective February 27, 2014, filed as Annex A to the Registrants Definitive Proxy Statement relating to its 2014 Annual Meeting of
Stockholders (Reg. No. 001-33913), filed with the Commission on January 24, 2014.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Houston, Texas on this 25th day of March, 2014.
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Q
UANEX
B
UILDING
P
RODUCTS
C
ORPORATION
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By:
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/s/ William C. Griffiths
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William C. Griffiths
Chairman of
the Board, President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kevin P. Delaney and Brent
L. Korb, and each of them individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration statement on Form S-8 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 individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done, 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 any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ William C. Griffiths
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Chairman of the Board, President and Chief Executive Officer
(principal executive officer)
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March 25, 2014
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William C. Griffiths
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/s/ Susan F. Davis
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Director
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March 25, 2014
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Susan F. Davis
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/s/ LeRoy D. Nosbaum
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Director
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March 25, 2014
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LeRoy D. Nosbaum
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/s/ Joseph D. Rupp
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Director
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March 25, 2014
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Joseph D. Rupp
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/s/ Robert R. Buck
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Director
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March 25, 2014
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Robert R. Buck
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/s/ Curtis M. Stevens
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Director
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March 25, 2014
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Curtis M. Stevens
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/s/ Brent L. Korb
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Senior Vice President-Finance and Chief Financial Officer
(principal financial officer)
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March 25, 2014
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Brent L. Korb
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/s/ Dewayne Williams
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Vice President and Controller
(principal accounting officer)
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March 25, 2014
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Dewayne Williams
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Certificate of Incorporation of the Registrant dated as of December 12, 2007, filed as Exhibit 3.1 of the Registrants Registration Statement on Form 10 (Reg. No. 001-33913) as filed with the Securities and
Exchange Commission on January 11, 2008, and incorporated herein by reference.
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4.2
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Amended and Restated By-laws of the Registrant dated as of August 28, 2008, filed as Exhibit 3.2 of the Registrants Quarterly Report on Form 10-Q (Reg. No. 001-33913) for the quarter ended July 31,
2008, and incorporated herein by reference.
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5.1 *
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Opinion of Kevin P. Delaney
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23.1 *
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Consent of Deloitte & Touche LLP
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23.2 *
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Consent of Kevin P. Delaney (included in the opinion filed as Exhibit 5.1)*
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24.1 *
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Power of Attorney (included on signature page)
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99.1
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Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended and restated effective February 27, 2014, filed as Annex A to the Registrants Definitive Proxy Statement relating to its 2014 Annual Meeting of
Stockholders (Reg. No. 001-33913), filed with the Commission on January 24, 2014.
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