S-8

Registration No. 333- __________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SENSIENT TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	39-0561070
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
777 East Wisconsin Avenue Milwaukee, Wisconsin	53202-5304
(Address of principal executive offices)	(Zip Code)

Sensient Technologies Corporation 2017 Stock Plan

(Full title of the plan)

John J. Manning	with a copy to:
Senior Vice President, General Counsel, and Secretary Sensient Technologies Corporation 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5304 (414) 271-6755	Joshua A. Agen Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5304 (414) 271-2400

(Name, address, and 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. ☐

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

The purpose of this Registration Statement is to register 350,000 additional shares of common stock, $0.10 par value per share, of the Registrant in connection with the Sensient Technologies Corporation 2017 Stock Plan, as amended and restated.

Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-217803), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The exhibits listed in the Exhibit Index below are filed (except where otherwise indicated) as part of this Registration Statement.

EXHIBIT INDEX

Exhibit Number	Description	Incorporated Herein By Reference To	Filed Herewith
4.1	Sensient Technologies Corporation Amended and Restated Articles of Incorporation	Exhibit 3.1 to Current Report on Form 8-K dated July 24, 2017 (Commission File No. 1-7626)
4.2	Sensient Technologies Corporation Amended and Restated By-Laws	Exhibit 3.1 to Current Report on Form 8-K filed February 15, 2022 (Commission File No. 1-7626)
4.3	Sensient Technologies Corporation 2017 Stock Plan, as amended and restated	Appendix B to Definitive Proxy Statement filed on Schedule 14A on March 16, 2022 (Commission File No. 1-7626)
5	Opinion of Foley & Lardner LLP as to the legality of the securities to be issued		X
23.1	Consent of Ernst & Young LLP		X
23.2	Consent of Foley & Lardner LLP		Contained in opinion filed as Exhibit 5
24	Powers of Attorney		Included as part of the signature page to this Registration Statement
107	Filing Fee Table		X

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 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 April 28, 2022.

SENSIENT TECHNOLOGIES CORPORATION
By:	/s/	John J. Manning
		John J. Manning
		Senior Vice President, General Counsel,
		and Secretary

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of April 28, 2022.

Each person whose signature appears below constitutes and appoints Paul Manning and John J. Manning, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, 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, granting unto said attorneys-in-fact and agents 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 or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title
/s/ Paul Manning	Chairman of the Board, President and Chief Executive Officer
Paul Manning	(Principal Executive Officer)
/s/ Stephen J. Rolfs	Senior Vice President and Chief Financial Officer
Stephen J. Rolfs	(Principal Financial Officer)
/s/ Tobin Tornehl	Vice President, Controller and Chief Accounting Officer
Tobin Tornehl	(Principal Accounting Officer)
/s/ Joseph Carleone	Director
Joseph Carleone
/s/ Mario Ferruzzi	Director
Mario Ferruzzi
/s/ Carol R. Jackson	Director
Carol R. Jackson
/s/ Sharad P. Jain	Director
Sharad P. Jain
/s/ Donald W. Landry	Director
Donald W. Landry
/s/ Deborah McKeithan-Gebhardt	Director
Deborah McKeithan-Gebhardt
/s/ Scott C. Morrison	Director
Scott C. Morrison
/s/ Elaine R. Wedral	Director
Elaine R. Wedral
/s/ Essie Whitelaw	Director
Essie Whitelaw

EX-5

Exhibit 5

	ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI  53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com
April 28, 2022
Sensient Technologies Corporation 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202

Ladies and Gentlemen:

We have acted as counsel for Sensient Technologies Corporation, a Wisconsin corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 350,000 shares of the Company’s common stock, $0.10 par value per share (the “Common Stock”), which may be issued pursuant to the Sensient Technologies Corporation 2017 Stock Plan, as amended and restated (the “Plan”).

In connection with our representation, we have examined:  (a) the Plan and related documents; (b) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (c) the Amended and Restated Articles of Incorporation and Amended and Restated By-Laws of the Company, each as amended to date; (d) the resolutions of the Company’s Board of Directors relating to the Plan and the issuance of Common Stock thereunder; and (e) such other corporate proceedings, documents and records as we have deemed necessary or appropriate to enable us to render this opinion.

In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based on the foregoing, we are of the opinion that the shares of Common Stock, when issued by the Company pursuant to the terms and conditions of the Plan and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. With respect to the foregoing opinion, at one time Section 180.0622(2)(b) of the Wisconsin Business Corporation Law imposed personal liability upon shareholders for debts owing to employees of the Company for services performed, but not exceeding six months’ service in any one case.  This statutory provision was repealed by 2005 Wisconsin Act 474, which provided that the repeal applies to debts incurred on or after June 14, 2006.

We consent to the use of this opinion as an exhibit to the Registration Statement.  In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ FOLEY & LARDNER LLP

FOLEY & LARDNER LLP

AUSTIN BOSTON CHICAGO DALLAS DENVER DETROIT HOUSTON JACKSONVILLE LOS ANGELES MADISON MEXICO CITY MIAMI MILWAUKEE NEW YORK ORLANDO SACRAMENTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA WASHINGTON, D.C. BRUSSELS TOKYO

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Sensient Technologies Corporation 2017 Stock Plan, as amended and restated, of our reports dated February 18, 2022, with respect to the consolidated financial statements of Sensient Technologies Corporation and subsidiaries and the effectiveness of internal control over financial reporting of Sensient Technologies Corporation and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Milwaukee, WI

April 28, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Sensient Technologies Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.10 par value per share	Other(2)	350,000(1)	$83.40(2)	$29,190,000	.0000927	$2,705.91
Total Offering Amounts					$29,190,000		$2,705.91
Total Fee Offsets							—
Net Fee Due							$2,705.91

(1) This registration statement covers 350,000 additional shares of Sensient Technologies Corporation’s (“Registrant”) common stock, $0.10 par value per share (the “Shares”), which may be issued pursuant to awards under the Sensient Technologies Corporation 2017 Stock Plan, as amended and restated (the “Plan”). In addition to the Shares set forth in the table, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the amount to be registered includes an indeterminate number of shares that may become issuable as a result of stock dividends, stock splits, mergers, or similar transactions, as provided in the Plan.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on April 22, 2022.