Securities Registration: Employee Benefit Plan (s-8)

Registration No. 333-______

As filed with the United States Securities and Exchange Commission on July 26, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________________

ZURN ELKAY WATER SOLUTIONS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			20-5197013
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
511 W. Freshwater Way Milwaukee, Wisconsin (Address of Principal Executive Offices)			53204 (Zip Code)

__________________

ZURN ELKAY WATER SOLUTIONS CORPORATION

PERFORMANCE INCENTIVE PLAN

(Full title of the plan)

___________________


JEFFREY J. LAVALLE Vice President, General Counsel and Secretary Zurn Elkay Water Solutions Corporation 511 W. Freshwater Way Milwaukee, Wisconsin 53204			Copy to: RYAN P. MORRISON STEVEN P. EMERICK Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202
(Name and address of agent for service) (855) 480-5050 (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.

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. o

STATEMENT UNDER GENERAL INSTRUCTION E

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 is being filed by Zurn Elkay Water Solutions Corporation (the “Registrant”) pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register 1,500,000 additional shares of common stock, par value $.01 per share (the “Common Stock”), for issuance pursuant to the Zurn Elkay Water Solutions Corporation Performance Incentive Plan (the “Plan”). This Registration Statement on Form S-8 incorporates by reference the contents of the Registrant’s previous Registration Statements on Form S-8 (File Nos. 333-180450, 333-212811, 333-232900 and 333-260107), and all exhibits thereto, related to the Plan, which were previously filed with the Securities and Exchange Commission (the “Commission”) on March 29, 2012, August 1, 2016, July 30, 2019 and October 7, 2021, respectively, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant (Commission File No. 001-35475) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are incorporated herein by reference:

a.The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021;

b.The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarters ended M arch 31, 2022 and June 30, 2022;

c.The Registrant’s Current Reports on Form 8-K filed on J anuary 5, 2022, February 14, 2022, May 6, 2022, May 20, 2022, May 27, 2022 and July 1, 2022; and

d.The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A/A filed by the Registrant with the Commission on July 15, 2014, and any amendment or report filed with the Commission for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is 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 hereof.

Item 8. Exhibits.

Exhibit Number

Description

Incorporated Herein by Reference To

Filed

Herewith

4.1

Amended and Restated Certificate of Incorporation of the Registrant, as amended through O ctober 4, 2021

Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed October 5, 2021

4.2

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as amended through July 1, 2022

Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated July 1, 2022

4.3

Amended and Restated By-Laws of the Registrant, as amended through J uly 1, 2022

Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated July 1, 2022

4.4

Zurn Elkay Water Solutions Corporation Performance Incentive Plan, as amended and restated

Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated July 1, 2022

Opinion of Quarles & Brady LLP

23.1

Consent of Ernst & Young LLP

23.2

Consent of Quarles & Brady LLP

Contained in Opinion filed as Exhibit 5

Power of Attorney

Contained in Signatures page to this Registration Statement

107

Filing Fee Table

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) 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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) 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 paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.

(3) 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.

….

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

....

(h) Reference is made to the indemnification provisions described in Item 6 of the Registrant’s previous Registration Statement on Form S-8 (File No. 333-180450); as noted above, portions of such Registration Statement on Form S-8 are incorporated by reference into this Registration Statement on Form S-8.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 director, officer or controlling person in connection with the 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 Act and will be governed by the final adjudication of such issue.

* * *

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 duly authorized, in the City of Milwaukee, State of Wisconsin, on July 26, 2022.


Zurn Elkay Water Solutions Corporation
(Registrant)

By:			/s/ Todd A. Adams
			Todd A. Adams
			Chair of the Board and Chief Executive

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd A. Adams, Mark W. Peterson and Jeffrey J. LaValle, and each of them, his or her true and lawful attorneys-in-fact and agents, 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, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, 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 premises, 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 substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.*


Name			Capacity
/s/ Todd A. Adams			Chair of the Board and Chief Executive (Principal Executive Officer) and Director
Todd A. Adams
/s/ Mark W. Peterson			Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Mark W. Peterson
/s/ Mark S. Bartlett			Director
Mark S. Bartlett
/s/ Jacques Donavon Butler			Director
Jacques Donavon "Don" Butler
/s/ Thomas D. Christopoul			Director
Thomas D. Christopoul
/s/ Errol R. Halperin			Director
Errol R. Halperin
/s/ Timothy Jahnke			Director
Timothy Jahnke
/s/ David C. Longren			Director
David C. Longren
/s/ George C. Moore			Director
George C. Moore
/s/ Rose Schooler			Director
Rose Schooler
/s/ John S. Stroup			Director
John S. Stroup
/s/ Peggy Troy			Director
Peggy Troy