As filed with the Securities and Exchange Commission on July 26, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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95-2594729
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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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26600 Telegraph Road, Suite 400
Southfield Michigan 48033
(Address of Principal Executive Offices)
Superior
Industries International, Inc. 2018 Equity Incentive Plan, as amended
(f/k/a Superior Industries International, Inc. 2008 Equity
Incentive Plan)
(Full Title of the Plan)
C. Timothy Trenary
Executive Vice President and Chief Financial Officer
Superior Industries International, Inc.
26600 Telegraph Road, Suite 400
Southfield, Michigan 48033
(818) 781-4973
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Robert
C. Shrosbree, Esq.
Katherine E. Spiser, Esq.
Dykema Gossett PLLC
400
Renaissance Center
Detroit, MI 48243
(313) 568-6800
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 Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $1.00 per share 2018 Equity Incentive
Plan, as amended
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2,000,000(1)
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$8.50(2)
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$17,000,000.00
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$1,854.70
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TOTAL FEE:
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$1,854.70
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(1)
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This Registration Statement is being filed with the Securities and Exchange Commission (the SEC) to
register 2,000,000 shares of common stock (each, a Share) that may be issued under the Superior Industries International, Inc. 2018 Equity Incentive Plan, as amended f/k/a Superior Industries International, Inc. 2008 Equity Incentive
Plan (the 2018 Equity Incentive Plan). In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall be deemed to cover any additional shares of common
stock, par value $0.01 per share, which may be issued pursuant to the 2018 Equity Incentive Plan to prevent dilution from stock splits, stock dividends, or similar transactions.
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(2)
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Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the
registration fee, and based upon the average high and low prices of a Share as reported on the New York Stock Exchange on July 21, 2021, which date is within five business days prior to filing this Registration Statement.
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