As filed with the United States Securities and Exchange Commission on August 3, 2023
Registration No. 333-________
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
IPG PHOTONICS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | 04-3444218 |
| (State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification Number) |
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377 Simarano Drive, Marlborough, Massachusetts | 01752 |
| (Address of principal executive offices) | (Zip code) |
IPG Photonics Corporation 2006 Incentive Compensation Plan
(As Amended and Restated May 23, 2023)
(Full Title of the Plan)
Angelo P. Lopresti, Esq.
Senior Vice President, General Counsel and Secretary
IPG Photonics Corporation
377 Simarano Drive
Marlborough, Massachusetts 01752
(Name and Address of Agent for Service)
(508) 373-1100
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Bruce A. Toth, Esq.
Joseph S. Adams, Esq.
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large Accelerated Filer | ☑ | | 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. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) is being filed in order to register an additional 1,200,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of IPG Photonics Corporation, a Delaware corporation (the “Registrant”), that may be awarded under the IPG Photonics Corporation 2006 Incentive Compensation Plan (as amended and restated as of May 23, 2023) (the “Plan”), which are securities of the same class and relate to the same employee benefit plan as those shares registered on the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2006, November 8, 2011, and September 14, 2015 (Registration Nos. 333-139509, 333-177818, and 333-206931, respectively), which are hereby incorporated by reference.
These shares of Common Stock consist of 1,200,000 shares of Common Stock that have become reserved for issuance in accordance with the 2023 amendment and restatement of the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference in this Registration Statement on Form S-8 (the “Registration Statement”):
(a)The Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 27, 2023;
(b)The Registrant’s quarterly reports on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the Commission on May 2, 2023 and for the fiscal quarter ended June 30, 2023, filed with the Commission on August 1, 2023;
(c)The Registrant’s current reports on Form 8-K filed with the Commission on January 23, 2023, February 22, 2023, March 17, 2023, and May 25, 2023; and
(d)The description of the Registrant’s common stock, par value $0.0001 per share, contained in the Registrant’s Registration Statement on Form 8-A/A filed with the Commission on December 7, 2006 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by the description of the Common Stock contained in Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any subsequent amendment or any report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof and 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. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any current report on Form 8-K that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement. Any statement contained herein, or 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 that 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, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
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| Exhibit Number | | Description of Document |
| 4.1* | | |
| 4.2* | | |
| 4.3* | | |
| 4.4* | | |
| 5.1+ | | |
| 23.1+ | | |
| 23.2+ | | |
| 24.1+ | | |
| 107+ | | |
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+ Filed herewith.
* Incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, IPG Photonics Corporation 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 Marlborough, Massachusetts on this 28th day of July, 2023.
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| | IPG PHOTONICS CORPORATION |
| | |
| | By: | | /s/ Eugene A. Scherbakov |
| | | | Eugene A. Scherbakov |
| | | | Chief Executive Officer (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene A. Scherbakov his or her true and lawful attorneys-in-fact (with full power to each of them to act alone), with full power of substitution and re-substitution, 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 the exhibits thereto, and other documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the foregoing 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 agent 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 indicated on July 28, 2023.
[Signature Page to Follow]
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| Signature | | Title |
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/s/ Eugene A. Scherbakov Eugene A. Scherbakov | | Chief Executive Officer and Director (Principal Executive Officer) |
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/s/ Timothy P.V. Mammen Timothy P.V. Mammen | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
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/s/ Thomas J. Burgomaster Thomas J. Burgomaster | | Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) |
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/s/ Gregory Beecher Gregory Beecher | | Director |
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/s/ Michael Child Michael Child | | Director |
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/s/ Jeanmarie Desmond Jeanmarie Desmond | | Director |
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/s/ Gregory Dougherty Gregory Dougherty | | Director |
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/s/ Eric Meurice Eric Meurice | | Director |
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/s/ Natalia Pavlova Natalia Pavlova | | Director |
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/s/ John Peeler John Peeler | | Non-Executive Chair of the Board and Director |
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/s/ Felix Stukalin Felix Stukalin | | Senior Vice President, Chief Operating Officer, and Director |
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/s/ Agnes Tang Agnes Tang | | Director |
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Calculation of Filing Fee
Form S-8
(Form Type)
IPG Photonics Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type | Security Class Title | Fee Calculation Rule (1) | Amount Registered (2) | Proposed Maximum Offering Price Per Unit (3) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, $0.0001 par value per share | Other | 1,200,000 | $131.13 | $157,356,000.00 | 0.00011020 | $17,340.64 |
| Total Offering Amounts | | $157,356,000.00 | | $17,340.64 |
| Total Fee Offsets | | | | $ — |
| Net Fee Due | | | | $17,340.64 |
(1) Fee calculated in accordance with Rules 457(c) and (h) under the Securities Act of 1933 (the “Securities Act”).
(2) 1,200,000 additional shares of common stock of IPG Photonics Corporation, a Delaware corporation (the “Registrant”) covered by this Registration Statement on Form S-8 (the “Registration Statement”) are authorized and reserved for issuance under the IPG Photonics Corporation 2006 Incentive Compensation Plan (as amended and restated as of May 23, 2023) (the “Plan”). In accordance with Rule 416(a) under the Securities Act, this Registration Statement shall be deemed to cover any additional shares of common stock, par value $0.0001 per share, that become issuable under the Plan to prevent dilution from stock splits, stock dividends or similar transactions.
(3) Estimated solely for purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act on the basis of the average high ($132.72) and low ($129.53) sale prices reported for shares of the Registrant’s common stock on the Nasdaq Global Select Market on July 27, 2023, a date within five business days of the date of this Registration Statement.
August 3, 2023
IPG Photonics Corporation
377 Simarano Drive
Marlborough, MA 01752
Ladies and Gentlemen:
We have acted as special counsel to IPG Photonics Corporation, a Delaware corporation (the “Company”), in connection with the Form S-8 Registration Statement (the “Registration Statement”) relating to the registration of the offer and sale of up to 1,200,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to the terms and in the manner set forth in the IPG Photonics Corporation 2006 Incentive Compensation Plan, as amended and restated May 23, 2023 (the “Plan”).
This opinion letter is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Act”).
In connection with this opinion letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, to be filed with the Securities and Exchange Commission (the “Commission”) under the Act; (ii) the Restated Certificate of Incorporation of the Company, as currently in effect; (iii) the Amended and Restated By-laws of the Company, as currently in effect; (iv) the Plan; and (v) resolutions of the board of directors of the Company relating to, among other things, the approval of the Plan and the reservation for issuance of the Shares issuable thereunder. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued, paid for and delivered pursuant to the terms and in the manner set forth in the Plan, and assuming that the Shares have been and remain duly reserved for issuance within the limits of the Common Stock then remaining authorized but unissued, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is based upon and limited to the General Corporation Law of the State of Delaware (including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, regulations or ordinances. This opinion is given as of the
IPG Photonics Corporation
August 3, 2023
Page Two
date hereof and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes that may hereafter occur. This opinion letter is being furnished solely for the Company’s benefit in connection with the offer, sale and issuance of the Shares and is not to be used, quoted or otherwise referred to for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby concede that we are experts within the meaning of the Act or that our firm is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very Truly Yours,
/s/ Winston & Strawn LLP
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 27, 2023 relating to the financial statements of IPG Photonics Corporation and the effectiveness of IPG Photonics Corporation's internal control over financial reporting, appearing in the Annual Report on Form 10-K of IPG Photonics Corporation for the year ended December 31, 2022.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
August 3, 2023
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