Securities Registration: Employee Benefit Plan (s-8)
March 09 2020 - 4:18PM
Edgar (US Regulatory)
As filed with the United States Securities and Exchange Commission on March 9, 2020
Registration No. 333-_______
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)
Delaware
|
|
26-1561397
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
1800 West Loop South, Suite 1500 Houston, Texas
|
|
77027
|
(Address of principal executive offices)
|
|
(Zip code)
|
Quanex Building Products Corporation
2020 Omnibus Incentive Plan
(Full title of plan)
George L. Wilson
President and Chief Executive Officer
Quanex Building Products Corporation
1800 West Loop South, Suite 1500
Houston, Texas 77027
(713) 961-4600
(Name, address and telephone number of agent
for service)
Copies to:
Evan Stone
Foley & Lardner LLP
2021 McKinney Ave, Suite 1600
Dallas, TX 75201
Telephone: (214) 999-4906
|
Large
accelerated filer x
|
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨
|
|
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. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
|
|
Amount to
be Registered (1)
|
|
Proposed
Maximum
Offering Price
Per Share (2)
|
|
|
Proposed
Maximum
Aggregate
Offering Price (2)
|
|
|
Amount of
Registration Fee
|
|
Common Stock, $0.01 par value
|
|
3,094,587.00 shares
|
|
|
$17.39
|
|
|
$53,814,867.93
|
|
|
$6,985.17
|
|
(1)
|
The shares of common stock, $0.01 par value per share (“Common Stock”), of Quanex Building
Products Corporation registered hereby consist of (a) 3,035,053 shares reserved for issuance pursuant to the Quanex Building Products
Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) and (b) 59,534 shares that were subject to awards under the
Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the “2008 Plan”) and have become available for grant
under the 2020 Plan as a result of forfeitures. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement also covers an indeterminate number of additional shares of Common Stock that may become
issuable in accordance with the adjustment and anti-dilution provisions of the 2020 Plan.
|
|
|
(2)
|
Determined in accordance with Rules 457(c) and 457(h) under the Securities Act, the proposed maximum
aggregate offering price per share and the proposed offering price were calculated using the average of the high and low prices
of a share of Quanex Building Products Corporation Common Stock as reported on the New York Stock Exchange on March 4, 2020.
|
PART I INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The information required
to be specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement (by incorporation
by reference or otherwise) in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”),
and the Note to Part I of Form S-8. Documents containing the information required by Part I of the Registration Statement
will be sent or given to participants of as specified by Rule 428(b)(1) of the Securities Act.
PART II INFORMATION REQUIRED IN REGISTRATION
STATEMENT
|
Item 3.
|
Incorporation of Documents by Reference
|
Quanex Building
Products Corporation (the “Registrant”) hereby incorporates by reference into this Registration Statement the
following documents previously filed with the Securities and Exchange Commission (the “SEC”):
|
(e)
|
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of
the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and
|
All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents
or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated
by reference into this Registration Statement. Any statement contained in a 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 subsequently filed document which also is deemed to be incorporated by reference herein
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 4.
|
Description of Securities.
|
Not applicable.
|
Item 5.
|
Interests of Named Experts and Counsel.
|
None.
|
Item 6.
|
Indemnification of Directors and Officers
|
Section 145 of the
Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent
of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including
attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with an
action or proceeding to which he is, or is threatened to be made, a party by reason of such position, if such person shall have
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that,
in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating
court determines that such indemnification is proper under the circumstances.
The Registrant’s
Restated Certificate of Incorporation (the “Restated Certificate”) states that the corporation shall indemnify any
director or officer to the full extent permitted by Delaware law. Article XVII of the Registrant’s Restated Certificate provides
that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the
Registrant or its stockholders, (ii) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) based on the payment of an unlawful dividend or an unlawful stock purchase or redemption of the Registrant’s
stock under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to authorize further elimination or limitation of
the liability of directors, then the Restated Certificate states that the liability of a director of the Registrant, in addition
to the limitation on personal liability provided in the Restated Certificate, shall be limited to the fullest extent permitted
by the amended Delaware General Corporation Law. Further, the Restated Certificate provides that any repeal or modification of
Article XVII by the stockholders shall be prospective only, and shall not adversely affect any limitation on the personal liability
of a director existing at the time of such repeal or modification.
Article XI of the
Fourth Amended and Restated Bylaws (the “Bylaws”) of the Registrant provides that, under certain circumstances,
the Registrant is required to indemnify any person who was, is, or is threatened to be made a party in any action, suit or
proceeding because such person is or was a director or officer of the Registrant, to the fullest extent authorized by
Delaware law. The Bylaws also require the Registrant to provide for the payment of expenses in advance of the final
disposition of any suit or proceeding brought against the director or officer of the Registrant in his official capacity as
such, provided that, if Delaware law requires, such director or officer delivers to the Registrant an undertaking to repay
any amounts advanced if it is ultimately determined that such director or officer is not entitled to indemnification. The
Bylaws also provide that any repeal or modification of Article XI shall not adversely affect any right or protection
thereunder arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification. The
indemnification and advancement of expenses under Section 11.1 of the Bylaws are not exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders, vote of
disinterested directors, insurance arrangement or otherwise, both as to action in his or her official capacity and as to
action in another capacity.
The Registrant has
entered into separate indemnification agreements with each of its non-employee directors and executive officers that provide the
maximum indemnity allowed to non-employee directors and officers under applicable law and also to provide for certain additional
procedural provisions, as further described in the indemnification agreements. The Registrant also maintains a directors’
and officers’ insurance policy.
|
Item 7.
|
Exemption from Registration Claimed
|
Not applicable.
*Filed herewith
(a) The
undersigned Registrant hereby undertakes:
(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; and
(2) That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act to any purchaser,
each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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 Houston, State of Texas, on March 9, 2020.
|
QUANEX
BUILDING PRODUCTS CORPORATION
|
|
|
|
By:
|
/s/
George L. Wilson
|
|
|
George
L. Wilson
|
|
|
President
and Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature
appears below hereby constitutes and appoints George L. Wilson, Scott M. Zuehkle, and Mark Livingston, and each of them, as his
or her true and lawful attorney-in-fact and agent, 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 to this registration statement (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 connection therewith, as fully for 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, his or her 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 in the capacities and on the
date indicated.
Signature
|
Title
|
DATE
|
/s/ George L. Wilson
|
President, Chief Executive Officer and Director
|
March 9, 2020
|
George L. Wilson
|
|
|
|
|
|
/s/ Scott M. Zuehlke
|
Senior Vice President—Chief
Financial Officer and Treasurer
|
March 9, 2020
|
Scott M. Zuehkle
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Mark A. Livingston
|
Vice President—Chief Accounting
Officer and Controller
|
March 9, 2020
|
Mark A. Livingston
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ William C. Griffiths
|
Chairman of the Board
|
March 9, 2020
|
William C. Griffiths
|
|
|
|
|
|
/s/ Susan F. Davis
|
Director
|
March 9, 2020
|
Susan F. Davis
|
|
|
|
|
|
/s/ Donald R. Maier
|
Director
|
March 9, 2020
|
Donald R. Maier
|
|
|
|
|
|
/s/ Joseph D. Rupp
|
Director
|
March 9, 2020
|
Joseph D. Rupp
|
|
|
|
|
|
/s/ Curtis M. Stevens
|
Director
|
March 9, 2020
|
Curtis
M. Stevens
|
|
|
|
|
|
/s/ Robert R. Buck
|
Director
|
March 9, 2020
|
Robert
R. Buck
|
|
|
|
|
|
/s/ Meredith W. Mendes
|
Director
|
March 9, 2020
|
Meredith
W. Mendes
|
|
|
[Signature Page to S-8 Registration Statement]
Quanex (NYSE:NX)
Historical Stock Chart
From May 2024 to Jun 2024
Quanex (NYSE:NX)
Historical Stock Chart
From Jun 2023 to Jun 2024