As filed with the Securities and Exchange Commission on June 16, 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
TREDEGAR CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia
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54-1497771
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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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1100 Boulders Parkway
Richmond, Virginia
(Address of Principal Executive Offices)
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23225
(Zip Code)
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Tredegar Corporation 2018 Equity Incentive Plan
(Full title of the plan)
Kevin C. Donnelly, Esq.
Vice President, General Counsel
and Corporate Secretary
Tredegar Corporation
1100 Boulders Parkway
Richmond, Virginia 23225
(Name and address of agent for service)
(804) 330-1000
(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, 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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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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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
Securities Act. ☐
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, no par value
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1,000,000 shares
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$
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15.21
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$
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15,210,000.00
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$
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1,659.41
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(1) The 1,000,000 shares of common stock, no par value per share (“Common Stock”), of Tredegar Corporation (the “Company” or the “registrant”) being registered hereunder are reserved for issuance under the Tredegar
Corporation 2018 Equity Incentive Plan, as amended and restated (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also
covers an indeterminate number of additional shares of Common Stock that may be offered or issued under the Plan to prevent dilution as a result of a stock split, stock dividend, recapitalization or other similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices for the Common Stock, as
reported on the New York Stock Exchange on June 10, 2021.
EXPLANATORY NOTE
On March 19, 2019, the Company filed a Registration Statement on Form S-8 (Registration No. 333-230386) (the “Prior Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register
2,000,000 shares of Common Stock for issuance under the Company’s 2018 Equity Incentive Plan. This Registration Statement registers an additional 1,000,000 shares of Common Stock for issuance under the 2018 Equity Incentive Plan in connection with
the amendment and restatement of the 2018 Equity Incentive Plan, which was approved by the Company’s shareholders on May 6, 2021. Accordingly, and pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are
incorporated by reference herein, except that the provisions contained in Part II of the Prior Registration Statement are modified as set forth in this Registration Statement.
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 filed by the Company with the Commission (File No. 001-10258) are incorporated by reference in, and made a part of, this Registration Statement (other than documents or
information included in such documents deemed to have been furnished and not filed in accordance with Commission rules):
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(a)
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the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (including portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 25, 2021, incorporated by reference in such Annual
Report on Form 10-K);
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(b)
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the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021;
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(c)
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the Company’s Current Report on Form 8-K, filed with the Commission on May 13, 2021; and
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(d)
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the description of the Common Stock contained in Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2019, including any subsequent amendment or any report subsequently filed for the purpose of updating such description.
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All documents filed by the Company under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and before the filing of a
post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in, and to be a part of, this Registration Statement
from the date of filing of such documents (other than documents or information included in such documents deemed to have been furnished and not filed in accordance with Commission rules). Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that
is incorporated by reference in this Registration Statement modifies or supersedes such earlier 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.
The following are filed as exhibits to this Registration Statement:
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Exhibit
No.
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Description
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Opinion of Hunton Andrews Kurth LLP as to the legality of the securities being registered.
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Tredegar Corporation 2018 Equity Incentive Plan, as amended and restated (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 25, 2021 (File No.
1-10258)).
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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Consent of Hunton Andrews Kurth LLP (included in Exhibit 5).
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Powers of Attorney (included on signature page).
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* Filed herewith
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 duly authorized, in the County of Chesterfield, Commonwealth of Virginia, on June 16, 2021.
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TREDEGAR CORPORATION
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By:
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/s/ John M. Steitz
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Name:
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John M. Steitz
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Title:
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President and Chief Executive Officer
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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 June 16,
2021. Each person whose signature appears below hereby authorizes Kevin C. Donnelly to execute in the name of each such person, and to file, any amendment, including any post-effective amendment, to this Registration Statement making such
changes in this Registration Statement as the registrant deems appropriate, and appoints such individual as attorney-in-fact to sign on his or her behalf and in each capacity stated below and file all amendments and post-effective amendments to this
Registration Statement.
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Signature
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Title
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/s/ John M. Steitz
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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(John M. Steitz)
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/s/ D. Andrew Edwards
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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(D. Andrew Edwards)
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/s/ Frasier W. Brickhouse, II
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Corporate Treasurer and Controller
(Principal Accounting Officer)
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(Frasier W. Brickhouse, II)
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/s/ John D. Gottwald
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Chairman of the Board of Directors
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(John D. Gottwald)
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/s/ George C. Freeman, III
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Director
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(George C. Freeman, III)
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/s/ William M. Gottwald
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Director
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(William M. Gottwald)
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/s/ Kenneth R. Newsome
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Director
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(Kenneth R. Newsome)
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/s/ Gregory A. Pratt
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Director
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(Gregory A. Pratt)
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/s/ Thomas G. Snead, Jr.
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Director
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(Thomas G. Snead, Jr.)
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/s/ Carl E. Tack, III
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Director
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(Carl E. Tack, III)
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/s/ Anne G. Waleski
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Director
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(Anne G. Waleski)
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