S-8 1 s-8may2020.htm S-8 Document
As filed with the Securities and Exchange Commission on May 14, 2020
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Knowles Corporation
(Exact name of registrant as specified in its charter)
Delaware90-1002689
(State or Other Jurisdiction of Incorporation)(I.R.S. Employer Identification No.)

1511 Maplewood Drive, Itasca, IL
(Address of Principal Executive Offices)

60143
(Zip Code)

Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan
(Full title of the plan)

Robert J. Perna
Senior Vice President, General Counsel & Secretary
Knowles Corporation
1151 Maplewood Drive
Itasca, IL 60143
(Name and address of agent for service)

(630) 250-5100
(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. ☐
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be registered (1)
Proposed maximum offering price per share (2)
Proposed maximum aggregate offering price
Amount of registration fee


Common Stock, $0.01 par value, per share
8,800,000 shares
$14.28$125,664,000$16,311.19
(1)
Knowles Corporation (the “Registrant”) is registering 8,800,000 additional shares of common stock issuable under the Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan (the “Plan”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers such number of additional shares of Common Stock as may be offered pursuant to the terms of the Plan, which provides for a change in the number or class of securities being offered or issued to prevent dilution as a result of stock splits, stock dividends or similar transactions.
(2)
Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The price of $14.28 per share represents the average of the high and low sales prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on May 11, 2020.


EXPLANATORY NOTE

Knowles Corporation (the “Registrant”) is filing this Registration Statement to register 8,800,000 additional shares of its common stock, par value $0.01 per share, reserved for issuance under the Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan (the “Plan”). This Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act. Upon filing and effectiveness of this Registration Statement, the total number of shares of Common Stock registered pursuant to the Plan is 16,100,000.
The contents of the Registrant’s previously filed registration statement on Form S-8 relating to the Knowles Corporation 2018 Equity and Cash Incentive Plan (No. 333-224638 filed with the Securities Exchange Commission (the “Commission”) on May 3, 2018) is incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
The following documents that have been filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference:
(a) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on February 12, 2020;
(b) the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 5, 2020;
(c) the Registrant’s Current Reports on Form 8-K filed with the Commission on January 24, 2020, May 1, 2020, and May 4, 2020 (Item 8.01 only);
(d) the description of the Registrant’s Common Stock set forth under the heading “Description of Knowles’ Capital Stock” in the Registrant’s Information Statement, filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form 10 filed with the Commission on February 6, 2014, including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 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, prior to the filing of a post-effective amendment to this Registration Statement 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 into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as the “Incorporated Documents”).
Any statement contained herein or in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed Incorporated


Document modifies or supersedes such 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.
Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.

Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock being registered pursuant to this Registration Statement will be passed upon for the Registrant by Robert Perna, Senior Vice President, General Counsel, and Secretary of the Registrant. Mr. Perna is eligible to participate in the Plan. As of May 14, 2020, Mr. Perna holds directly and indirectly shares of the Company’s Common Stock, restricted stock units, options, and/or other rights to acquire Common Stock, that together aggregate less than 1% of the outstanding shares of the Company’s Common Stock.

Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.

EXHIBIT INDEX
Exhibit
No.
Description
4.1
4.2
4.4
4.5
4.6
4.7
4.8
5.1*
23.1*
23.2*
24.1*
*
Filed herewith.


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 Village of Itasca, State of Illinois, on May 14, 2020.


KNOWLES CORPORATION
By:
/s/ Jeffrey S. Niew
Jeffrey S. Niew
President and Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Jeffrey S. Niew, John S. Anderson and Robert J. Perna, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or 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 dates indicated.

Signature
Title
Date
/s/ Jeffrey S. Niew
Chief Executive Officer, President and Director (Principal Executive Officer)
May 14, 2020
Jeffrey S. Niew
/s/ John S. Anderson
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
May 14, 2020
John S. Anderson
/s/ Air A. Bastarrica, Jr.
Vice President, Controller
(Principal Accounting Officer)
May 14, 2020
Air A. Bastarrica, Jr
/s/ Donald Macleod
Chairman, Board of Directors
May 14, 2020
Donald Macleod
/s/ Keith Barnes
Director
May 14, 2020
Keith L. Barnes
/s/ Hermann Eul
Director
May 14, 2020
Hermann Eul
/s/ Didier Hirsch
Director
May 14, 2020
Didier Hirsch
/s/ Jane Li
Director
May 14, 2020
Jane Li
/s/ Cheryl Shavers
Director
May 14, 2020
Cheryl Shavers