Post-effective Amendment to an S-8 Filing (s-8 Pos)
August 28 2019 - 6:15AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August
28, 2019
Registration No. 333-176863
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-176863
UNDER
THE SECURITIES ACT OF 1933
HIMAX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Cayman Islands
|
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
No. 26, Zilian Road
Xinshi District, Tainan City 74148
Taiwan, Republic of China
|
|
(Address of principal executive offices, including zip code)
|
HIMAX TECHNOLOGIES, INC. 2011 LONG-TERM INCENTIVE PLAN
|
(Amended and Restated as of August 31st day, 2016
|
and
|
2nd Amended and Restated as of August 28th day, 2019)
|
(Full title of the plan)
|
|
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
|
(Name, address and telephone number, including area code, of agent for service)
|
|
Copy to:
|
|
|
James C. Lin, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building
3A Chater Road
Hong Kong
(852-2533-3300)
|
|
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):
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
|
Smaller reporting company ☐
|
Explanatory
Statement
This Post-Effective Amendment No. 2 to the Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on September 16, 2011, File No. 333-176863 (the “Registration
Statement”), is being filed by Himax Technologies, Inc. (the “Registrant”), to reflect the amendment and restatement
of the Himax Technologies, Inc. 2011 Long-Term Incentive Plan as of August 28th day, 2019 (the “2011 Incentive
Plan”) to extend the duration of the 2011 Incentive Plan for three years to September 6, 2022. The amendment and restatement
of the 2011 Incentive Plan was approved by the Registrant’s shareholders at its annual general meeting held on August 28,
2019.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the “Commission”) by Himax Technologies, Inc. (the “Registrant”) are incorporated herein by
reference.
(1) The Registrant’s
annual report on Form 20-F for the fiscal year ended December 31, 2018 filed on March 28, 2019;
(2) The Registrant’s
reports of foreign private issuer on Form 6-K filed on February 19, May 9, July 15, August 8 and August 28, 2019; and
(3) The description
of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A filed on March
20, 2006, as modified by any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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 herein and to be a part hereof from the date
of filing of such documents.
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 other subsequently filed document which also is incorporated or 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. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Cayman Islands law does not limit the extent to which a company’s
articles of association may provide for indemnification of officers and directors, except to the extent any such provision may
be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or
the consequences or committing a crime. Our Third Amended and Restated Articles of Association provide for indemnification of officers
and directors for losses, damages, costs and expenses incurred in their capacities as such provided that this indemnity does not
extend to any matter in respect of any fraud or dishonesty which may attach to any of the said persons.
The Registrant maintains standard policies of insurance under
which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty
or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and
directors pursuant to the above indemnification provision or otherwise as a matter of law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. REQUIRED UNDERTAKINGS
(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; 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) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
|
(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 therein, 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, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to 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 Commission 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 Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Taiwan, Republic of China, on August 28, 2019.
|
HIMAX TECHNOLOGIES, INC.
|
|
|
|
By:
|
/s/ Jordan Wu
|
|
|
Name:
|
Jordan Wu
|
|
|
Title:
|
President and Chief Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on
the date indicated.
Signature
|
Title
|
Date
|
|
|
|
/s/ Jordan Wu
|
President, Chief Executive Officer and Director
|
August 28, 2019
|
Jordan Wu
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Jackie Chang
|
Chief Financial Officer
|
August 28, 2019
|
Jackie Chang
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ Dr. Biing-Seng Wu
|
Chairman of the Board
|
August 28, 2019
|
Dr. Biing-Seng Wu
|
|
|
|
|
|
/s/ Dr. Yan-Kuin Su
|
Director
|
August 28, 2019
|
Dr. Yan-Kuin Su
|
|
|
|
|
|
/s/ Yuan-Chuan Horng
|
Director
|
August 28, 2019
|
Yuan-Chuan Horng
|
|
|
|
|
|
/s/ Hsiung-Ku Chen
|
Director
|
August 28, 2019
|
Hsiung-Ku Chen
|
|
|
Signature of
Authorized Representative of the Registrant
Pursuant to the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the Registrant, has signed this Post-Effective Amendment No. 2 to the Registration
Statement in the City of Newark, Delaware, on August 28, 2019.
|
|
Puglisi & Associates
|
|
|
|
|
|
By:
|
/s/ Donald J. Puglisi
|
|
|
Name:
|
Donald J. Puglisi
|
|
|
Title:
|
Managing Director
|
EXHIBIT INDEX
Himax Technologies (NASDAQ:HIMX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Himax Technologies (NASDAQ:HIMX)
Historical Stock Chart
From Apr 2023 to Apr 2024