As filed with the Securities and Exchange Commission on
June 16, 2022
Registration No. 333‑_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)
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OREGON
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93-0557988
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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____________________
201 NE Park Plaza Drive, Suite 100
Vancouver, Washington 98684
(Address of Principal Executive Offices and Zip Code)
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NORTHWEST PIPE COMPANY 2022 STOCK INCENTIVE PLAN
(Full title of the plan)
____________________
Scott J. Montross
President and Chief Executive Officer
Northwest Pipe Company
201 NE Park Plaza Drive, Suite 100
Vancouver, Washington 98684
(360) 397-6250
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
____________________
With copies to:
Alison M. Pear
Buchalter, A Professional Corporation
805 SW Broadway, Suite 1500
Portland, Oregon 97205
(503) 226-1191
____________________
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
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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
Exchange Act. ☐
____________________
EXPLANATORY NOTE
Northwest Pipe Company (the “Company” or the
“Registrant”) has prepared this Registration Statement in
accordance with the requirements of Form S‑8 under the
Securities Act of 1933, as amended (the “Securities Act”),
to register 1,000,000 shares of Common Stock in connection
with the adoption of the Company’s 2022 Stock Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of
Part I of Form S‑8 is omitted from this Registration
Statement on Form S‑8 (the “Registration Statement”) in
accordance with the provisions of Rule 428 under the
Securities Act, and the introductory note to Part I of
Form S‑8. The documents containing the information specified
in Part I of Form S‑8 will be delivered to the
participants in the equity benefit plans covered by this
Registration Statement as specified by Rule 428(b)(1) under
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference
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The following documents are incorporated by reference into this
Registration Statement:
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our annual report on Form 10‑K
for the year ended December 31, 2021, filed with the
Securities and Exchange Commission (the “SEC”) on
March 16, 2022;
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our quarterly report on
Form 10‑Q for the quarter ended March 31, 2022 filed with
the SEC on May 6, 2022;
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our definitive proxy statement on
Schedule 14A filed with the SEC on April 28,
2022;
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our current reports on Form 8‑K filed with the SEC on February 14,
2022, March 9, 2022 and
April 13, 2022; and
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●
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the description of our common stock contained in our registration
statement on Form 8‑A, filed with the SEC on July 1, 1999, as amended on
June 19, 2009 and July 3, 2019, as updated by
the description of our common stock contained in Exhibit 4.2 to
our Annual Report on Form 10‑K for the fiscal year ended
December 31, 2019, and as amended by any subsequent amendment
or any report filed for the purpose of updating such
description.
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Notwithstanding the foregoing, information furnished under
Items 2.02 and 7.01 of any Current Report on Form 8‑K,
including the related exhibits under Item 9.01, is not
incorporated by reference in this Registration Statement.
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), other than documents and information “furnished” by the
Company to the SEC and not “filed”, 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 a part hereof from the
date of filing of such documents. Any statement in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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Item 4.
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Description of Securities
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers
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As an Oregon corporation, the Company is subject to the Oregon
Business Corporation Act (“OBCA”) and the exculpation from
liability and indemnification provisions contained therein.
Pursuant to Section 60.047(2)(d) of the OBCA, Article IV
of the Company’s Second Restated Articles of Incorporation, as
amended (the “Articles”), eliminates the liability of the
Company’s directors to the Company or its shareholders, except for
any liability related to breach of the duty of loyalty, actions not
in good faith, and certain other liabilities.
Section 60.387 et seq. of the OBCA allows corporations to
indemnify their directors and officers against liability where the
director or officer has acted in good faith and with a reasonable
belief that actions taken were in the best interests of the
corporation or at least not opposed to the corporation’s best
interests and, if in a criminal proceeding, the individual had no
reasonable cause to believe the conduct in question was unlawful.
Under the OBCA, corporations may not indemnify against liability in
connection with a claim by or in the right of the corporation but
may indemnify against the reasonable expenses associated with such
claims. Corporations may not indemnify against breaches of the duty
of loyalty. The OBCA provides for mandatory indemnification of
directors against all reasonable expenses incurred in the
successful defense of any claim made or threatened whether or not
such claim was by or in the right of the corporation. Finally, a
court may order indemnification if it determines that the director
or officer is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances whether or not the director
or officer met the good faith and reasonable belief standards of
conduct set out in the statute.
The OBCA also provides that the statutory indemnification
provisions are not deemed exclusive of any other rights to which
directors or officers may be entitled under a corporation’s
articles of incorporation or bylaws, any agreement, general or
specific action of the board of directors, vote of shareholders, or
otherwise. The Articles require the Company to indemnify its
directors and officers to the fullest extent not prohibited by
law.
We hold an insurance policy covering directors and officers with
respect to certain liabilities, including liabilities arising under
the Securities Act or otherwise.
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Item 7.
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Exemption from Registration Claimed
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Not applicable.
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a.
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The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement:
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i.
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to include any prospectus required by Section 10(a)(3) of the
Securities Act;
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ii.
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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 Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement; and
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iii.
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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 subparagraphs (i) and (ii) do
not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
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b.
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The undersigned Registrant hereby undertakes that, for the purpose
of determining 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.
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c.
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The undersigned Registrant hereby undertakes 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.
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d.
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The undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
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i.
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Any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant
to Rule 424;
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ii.
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Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant;
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iii.
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The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the
undersigned Registrant; and
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iv.
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Any other communication that is an offer in the offering made by
the undersigned Registrant to the purchaser.
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e.
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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 that is incorporated by
reference in the 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.
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f.
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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 a director, officer or
controlling person in connection with 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.
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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 authorized, in the City of
Vancouver, State of Washington, on the 16th day of June, 2022.
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NORTHWEST PIPE COMPANY
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/s/ Scott J. Montross
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By:
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Scott J. Montross
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Title:
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard A. Roman and Scott
J. Montross and each of them singly, as true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities to sign the registration statement filed
herewith and any or all amendments to said 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 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 any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Witness our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities indicated on June 16, 2022.
[Signatures on following page]
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Signature
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Title
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/S/ RICHARD A. ROMAN
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Director and Chairman of the Board
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Richard A. Roman
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/S/ SCOTT MONTROSS
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Director, President, and Chief Executive Officer
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Scott Montross
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(principal executive officer)
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/S/ AARON WILKINS
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Senior Vice President, Chief Financial Officer
and Corporate Secretary
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Aaron Wilkins
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(principal financial and accounting officer)
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/S/ MICHAEL C. FRANSON
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Director
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Michael C. Franson
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/S/ AMANDA L. KULESA
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Director
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Amanda L. Kulesa
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/S/ KEITH R. LARSON
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Director
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Keith R. Larson
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/S/ JOHN T. PASCHAL
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Director
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John T. Paschal
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