Ohio (State or Other Jurisdiction of Incorporation or Organization) |
34-1919973 (I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Title of | Proposed Maxi- | Proposed Maxi- | Amount of | |||||||||||||||||||
Securities to | Amount to be | mum Offering | mum Aggregate | Registration | ||||||||||||||||||
be Registered | Registered (1) | Price Per Share (2) | Offering Price (2) | Fee | ||||||||||||||||||
Common Shares,
without par value |
150,000 | $ | 41.60 | $ | 6,240,000 | $ | 724.46 | |||||||||||||||
(1) | Pursuant to Rule 416 of the Securities Act of 1933 (the Securities Act), this registration statement also covers such additional Common Shares, without par value (the Common Shares), of Materion Corporation (the Registrant) may become issuable pursuant to the anti-dilution provisions of the Registrants 2006 Non-employee Director Equity Plan (As Amended and Restated as of May 4, 2011) (the Plan). | |
(2) | Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on May 4, 2011, within five business days prior to filing. |
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | ||||||||
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-5 | ||||||||
EX-23.1 | ||||||||
EX-24 |
Exhibit Number | Description | |
4.1
|
Amended and Restated Articles of Incorporation of the Registrant (filed as Annex B to the Registration Statement on Form S-4, Registration No. 333-95917, filed by the Registrant on February 1, 2000, and incorporated herein by reference) | |
4.2
|
Amendment to Amended and Restated Articles of Incorporation of the Registrant, (filed as Exhibit 3a to the Current Report on Form 8-K, File No. 1-15885, filed by the Registrant on March 8, 2011, and incorporated herein by reference) | |
4.3
|
Amended and Restated Code of Regulations of the Registrant (filed as Exhibit 3.1 to Current Report on Form 8-K, File No. 1-15885, filed by the Registrant on February 4, 2011, and incorporated herein by reference) | |
4.4
|
2006 Non-employee Director Equity Plan (As Amended and Restated as of May 4, 2011) (filed as Appendix B to the Registrants Proxy Statement dated March 25, 2011, File No. 1-15885, and incorporated herein by reference) | |
5
|
Opinion of Counsel | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
23.2
|
Consent of Counsel (Included in Exhibit 5) | |
24
|
Power of Attorney |
- 2 -
MATERION CORPORATION |
||||
By: | /s/ Michael C. Hasychak | |||
Michael C. Hasychak | ||||
Vice President, Secretary and Treasurer | ||||
Signature | Title | |||
*
|
Chairman of the Board, President, | |||
Chief Executive Officer and Director (principal executive officer) |
||||
*
|
Senior Vice President and | |||
Chief Financial Officer (principal financial and accounting officer) |
||||
*
|
Director | |||
*
|
Director | |||
*
|
Director | |||
*
|
Director | |||
* |
||||
Director | ||||
* |
||||
Director | ||||
* |
||||
Director | ||||
*
|
Director | |||
- 3 -
By: | /s/ Michael C. Hasychak | |||
May 4, 2011 | Michael C. Hasychak, Attorney-in-Fact | |||
- 4 -
Exhibit Number | Description | |
4.1
|
Amended and Restated Articles of Incorporation of the Registrant (filed as Annex B to the Registration Statement on Form S-4, Registration No. 333-95917, filed by the Registrant on February 1, 2000, and incorporated herein by reference) | |
4.2
|
Amendment to Amended and Restated Articles of Incorporation of the Registrant, (filed as Exhibit 3a to the Current Report on Form 8-K, File No. 1-15885, filed by the Registrant on March 8, 2011, and incorporated herein by reference) | |
4.3
|
Amended and Restated Code of Regulations of the Registrant (filed as Exhibit 3.1 to Current Report on Form 8-K, File No. 1-15885, filed by the Registrant on February 4, 2011, and incorporated herein by reference) | |
4.4
|
2006 Non-employee Director Equity Plan (As Amended and Restated as of May 4, 2011) (filed as Appendix B to the Registrants Proxy Statement dated March 26, 2009, File No. 1-15885, and incorporated herein by reference) | |
5
|
Opinion of Counsel | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
23.2
|
Consent of Counsel (Included in Exhibit 5) | |
24
|
Power of Attorney |
- 5 -
Re: | Materion Corporation 2006 Non-employee Director Equity Plan (As Amended and Restated as of May 4, 2011) |
Very truly yours, |
||||
/s/ Gregory R. Chemnitz | ||||
Gregory R. Chemnitz | ||||
Vice President & General Counsel | ||||
Cleveland, Ohio | ||
May 4, 2011 | /s/ Ernst & Young LLP |
/s/ Richard J. Hipple
|
/s/ William P. Madar, | |
Richard J. Hipple, Chairman, President, Chief Executive Officer and Director (principal executive officer) |
William P. Madar, Director | |
/s/ John D. Grampa
|
/s/ N. Mohan Reddy | |
John D. Grampa, Vice President Chief Financial Officer (principal financial and accounting officer) |
N. Mohan Reddy, Director | |
/s/ Joseph P. Keithley
|
/s/ William R. Robertson, | |
Joseph P. Keithley, Director
|
William R. Robertson, Director | |
/s/ Vinod M. Khilnani
|
/s/ John Sherwin, Jr. | |
Vinod M. Khilnani, Director
|
John Sherwin, Jr., Director | |
/s/ William B. Lawrence
|
/s/ Craig S. Shular | |
William B. Lawrence, Director
|
Craig S. Shular, Director |