Securities Registration: Employee Benefit Plan (s-8)
May 31 2016 - 5:26PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 31, 2016
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MARTIN MARIETTA MATERIALS, INC.
(Exact name of registrant as specified in its charter)
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North Carolina
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56-1848578
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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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2710 Wycliff Road
Raleigh, North Carolina 27607
(Address of principal executive offices)
Martin
Marietta Amended and Restated Stock-Based Award Plan
(Full title of the plan)
Roselyn R. Bar
Executive Vice President, General Counsel and Secretary
Martin Marietta Materials, Inc.
2710 Wycliff Road
Raleigh, North Carolina 27607
(919) 781-4550
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
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 Securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per share (2)
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Proposed
Maximum
Aggregate
offering price (2)
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Amount of
Registration fee
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Common Stock, $.01 par value per share
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800,000 shares
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$191.23
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$152,984,000.00
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$15,405.49
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(1)
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Represents the additional shares of common stock of Martin Marietta Materials, Inc. issuable pursuant to the Martin Marietta Amended and Restated Stock-Based Award Plan (the Stock Plan). Pursuant to Rule 416
under the Securities Act of 1933, as amended (the Securities Act), this registration statement also relates to an indeterminate number of additional shares of common stock issuable with respect to the shares registered hereunder in the
event of a stock split, stock dividend or other similar transaction.
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(2)
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In accordance with Rule 457(h)(1) of the Securities Act, the price for the shares is computed on the basis of the average high and low prices for the common stock of Martin Marietta Materials, Inc. on May 27, 2016 as
reported on the New York Stock Exchange.
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INCORPORATION BY REFERENCE
This Registration Statement registers 800,000 additional shares of common stock of Martin Marietta Materials, Inc. (the Company) under the Martin
Marietta Amended and Restated Stock-Based Award Plan, as amended (the Stock Plan), for which shares have previously been registered on Form S-8 (Registration No. Form S-8 No. 333-79039) (the Prior Registration Statement). The
contents of the Prior Registration Statement are hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Raleigh, North Carolina, on the 31
st
day of
May 2016.
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MARTIN MARIETTA MATERIALS, INC.
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By:
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/s/ Roselyn R. Bar
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Roselyn R. Bar
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Executive Vice President, General Counsel and Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors of the Company hereby severally constitutes and appoints Roselyn R. Bar and
M. Guy Brooks, III and each of them, their true and lawful attorneys-in-fact for the undersigned, in any and all capacities, each with full power of substitution to sign any and all amendments to this Registration Statement (including post-effective
amendments), and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, 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 premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ C. Howard Nye
C. Howard Nye
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Chairman of the Board,
President and Chief
Executive Officer
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May 31, 2016
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/s/ Anne H. Lloyd
Anne H. Lloyd
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Executive Vice President
and Chief Financial
Officer
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May 31, 2016
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/s/ Dana F. Guzzo
Dana F. Guzzo
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Senior Vice President, Chief Accounting Officer and Controller
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May 31, 2016
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/s/ Sue W. Cole
Sue W. Cole
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Director
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May 31, 2016
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/s/ David G. Maffucci
David G. Maffucci
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Director
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May 31, 2016
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/s/ William E. McDonald
William E. McDonald
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Director
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May 31, 2016
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/s/ Laree E. Perez
Laree E. Perez
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Director
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May 31, 2016
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/s/ Michael J. Quillen
Michael J. Quillen
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Director
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May 31, 2016
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Signature
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Title
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Date
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/s/ Dennis L. Rediker
Dennis L. Rediker
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Director
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May 31, 2016
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/s/ Donald W. Slager
Donald W. Slager
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Director
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May 31, 2016
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/s/ Stephen P. Zelnak, Jr.
Stephen P. Zelnak, Jr.
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Director
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May 31, 2016
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INDEX TO EXHIBITS
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Exhibit No.
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Page
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4.1
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Martin Marietta Amended and Restated Stock-Based Award Plan (incorporated by reference to Appendix D to the Proxy Statement on Schedule 14A filed by Martin Marietta Materials, Inc. on April 20, 2016 (File No. 1-12744))
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4.2
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Martin Marietta Materials, Inc. registration statement on Form S-1 (SEC Registration No. 33-72648))
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5.
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Opinion of Robinson Bradshaw & Hinson, P.A. to the legality of securities issuable under the Stock Plan.
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23.1
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Consent of Ernst & Young LLP, Independent Auditors for Martin Marietta Materials, Inc. and consolidated subsidiaries for the year ended December 31, 2015.
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23.2
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Consent of Robinson Bradshaw & Hinson, P.A. (contained in Exhibit 5)
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24.
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Powers of Attorney (included on signature page).
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