S-8

As filed with the Securities and Exchange Commission on October 17, 2018

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RICHARDSON ELECTRONICS, LTD.

(Exact name of registrant as specified in its charter)

Delaware	36-2096643
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

40W267 Keslinger Road,

P. O. Box 393

LaFox, Illinois 60147-0393 (630) 208-2200

(Address of Principal Executive Offices, Including Zip Code)

Richardson Electronics, Ltd.

2011 Long-Term Incentive Plan

(Full title of the plan)

Edward J. Richardson

Chairman, Chief Executive Officer and President

RICHARDSON ELECTRONICS, LTD

40W267 Keslinger Road,

P. O. Box 393

LaFox, Illinois 60147-0393

(630) 208-2200

(Name and address, including zip code, 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 Securities Exchange Act of 1934, as amended (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 (2)	Amount of Registration Fee
Common Stock, $0.05 par value	1,000,000 shares(3)	$7.97	$7,970,000.00	$965.96

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of the Company’s Common Stock as may become issuable pursuant to the adjustment provisions of the Plan.

(2) Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per Security and the maximum aggregate offering price are based on the average of the $8.05 (high) and $7.88 (low) sale price of the Registrant's Common as reported on NASDAQ on October 16, 2018, which date is within five business days prior to filing this Registration Statement.

(3) Increase in authorized number of shares underlying the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan.

FORM S-8 PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is filed with the Securities and Exchange Commission (the “Commission”) pursuant to General Instruction E to Form S-8 to register an additional 1,000,000 shares of Common Stock that may be issued to participants under the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (the “Plan”). The contents of the Company’s earlier Registration Statements on Form S-8, Registration No. 333-182907 and Registration No. 333-206044, are hereby incorporated by reference into this Form S-8. All capitalized terms not defined herein shall have the same meaning as set forth in the Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by Richardson Electronics, Ltd. (the “Company”) with the Commission are incorporated in this Registration Statement by reference:

1. The Company’s Annual Report on Form 10-K for the fiscal year ended June 2, 2018;

2. The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 1, 2018;

3. The Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on August 24, 2018, for the Annual Meeting of the Company’s Shareholders held on October 9, 2018, as supplemented by the Company’s Definitive Additional Materials on Schedule 14A filed with the Commission on September 17, 2018;

4. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company’s Annual Report referred to in No. 1 above (other than the portions of such documents not deemed to be filed); and 

5. The description of the Company’s Common Stock contained in its Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed with the Commission on October 18, 1984, as amended by the description contained in the Company’s Current Report on Form 8-K filed with the Commission on May 27, 2004.

All documents subsequently filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except that the portion of any Current Report on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof shall not be incorporated by reference herein. 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 of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein 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.

Item 8. Exhibits

Exhibit No.	Description of Exhibit
3(a)	Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Annex III to the Company’s Proxy Statement, as filed with the Commission on August 22, 2014)
3(b)	Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 12, 2017)
4(a)	Specimen form of Common Stock certificates of the Company
4(b)	Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (incorporated herein by reference to Annex II to the Company’s Proxy Statement, as filed with the Commission on August 24, 2018)
4(c)	Amendment One to the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (incorporated herein by reference to Annex I to the Company’s Proxy Statement, as filed with the Commission on August 22, 2014)
4(d)	Amendment Two to the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (incorporated herein by reference to Annex I to the Company’s Proxy Statement, as filed with the Commission on August 24, 2018)
5.1	Opinion of SmithAmundsen, LLC
23.1	Consent of BDO USA, LLP
23.2	Consent of SmithAmundsen, LLC (included in Exhibit 5.1)
24.1	Power of Attorney (included as part of the signature page to this Registration Statement)

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
3(a)	Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Annex III to the Company’s Proxy Statement, as filed with the Commission on August 22, 2014)
3(b)	Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 12, 2017)
4(a)	Specimen form of Common Stock certificates of the Company
4(b)	Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (incorporated herein by reference to Annex II to the Company’s Proxy Statement, as filed with the Commission on August 24, 2018)
4(c)	Amendment One to the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (incorporated herein by reference to Annex I to the Company’s Proxy Statement, as filed with the Commission on August 22, 2014)
4(d)	Amendment Two to the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan (incorporated herein by reference to Annex I to the Company’s Proxy Statement, as filed with the Commission on August 24, 2018)
5.1	Opinion of SmithAmundsen, LLC
23.1	Consent of BDO USA, LLP
23.2	Consent of SmithAmundsen, LLC (included in Exhibit 5.1)
24.1	Power of Attorney (included as part of the signature page to this Registration Statement)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in LaFox, State of Illinois on the 17thday of October, 2018.

RICHARDSON ELECTRONICS, LTD.
By:	/s/ Edward J. Richardson
	Edward J. Richardson
	Chairman, Chief Executive Officer and President

POWER OF ATTORNEY

Each individual whose signature appears below hereby constitutes and appoints Robert J. Ben, his true and lawful attorney-in-fact and agent with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all supplements and amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange 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 in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute may lawfully do or cause to be done by virtue thereof.

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

Signature	Title	Date
/s/ Edward J. Richardson Edward J. Richardson	Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)	October 17, 2018
/s/ Robert J. Ben Robert J. Ben	Chief Financial Officer, Chief Accounting Officer (Principal Financial and Accounting Officer)	October 17, 2018
/s/ Jacques Belin Jacques Belin	Director	October 17, 2018
/s/ James Benham James Benham	Director	October 17, 2018
/s/ Kenneth Halverson Kenneth Halverson	Director	October 17, 2018
/s/ Robert H. Kluge Robert H. Kluge	Director	October 17, 2018
/s/ Paul J. Plante Paul J. Plante	Director	October 17, 2018

EX-4.(A)

Exhibit 4(a)

NUMBER CS 111241 COMMON STOCK PAR VALUE $.05 CS. THIS CERTIFICATE IS TRANSFERABLE IN CHICAGO, IL COMMON STOCK PAR VALUE $.05 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 763165 10 7 SEE REVERSE FOR CERTAIN DEFINITIONS Richardson Electronics, Ltd. THIS IS TO CERTIFY THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Richardson Electronics, Ltd., transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation and by-laws of the Corporation and all amendments thereto, copies of which are kept on file with the Transfer Agent, to all of which the holder hereof by accepting this certificate assents. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: ILLINOIS STOCK TRANSFER COMPANY (CHICAGO) TRANSFER AGENT AND REGISTRAR SECRETARY [ILLEGIBLE] CHAIRMAN Edward J. Richardson OF THE BOARD BY: AUTHORIZED OFFICER [ILLEGIBLE]

Columbia printing Services, LLC 59-4 Central Ave., Farmingdale, NY 11735 (516) 931-3800 Fax: (516) 931-3871 COVERSHEET PAGES (Including this sheet): 3 Wednesday, September 02, 2015 8:54:40 AM Richardson Electronics, Ltd. Michelle Perricone Phone: (630) 208-2718 40W267 Keslinger Road LaFox, IL 60147 Fax:   (630) 208-2522 NONE Phone: Fax: Broadridge Corporate Issuer Solutions, lnc.-14 51 Mercedes Way Edgewood, NY 11717 Kevin Prince DESCRIPTION: Phone: (631) 274-2534 Fax: 25 Class B Common Stock Certificates Blue Borders - Numbered: R 00021 To R 00070 REMARKS: PLEASE PROOFREAD AND ADVISE US ACCORDINGLY. First Proof: To Omit Ghost - Red Eagle in background please check this box: (Does not show on proof) Flat Printed Please Proofread and advise us accordingly Transmittal sent by: Brian Thank You THIS MATERIAL HAS NOT BEEN PROOFREAD AUTHORIZATION TO PRINT- PROOFS ARE NOW APPROVED FOR PRINTING Printing will not proceed without signed authorization -please return via fax or mail. AUTHORIZED SIGNATURE: Michelle Perrical Please print name below line: Michelle Perrical DATE:9/7/15 In view of recent judicial decisions holding certain typesetting companies responsible for the accuracy of typeset material if even  a perfunctory proofreading service, paid or unpaid, has been provided by that typesetting company, Columbia Financial Printing Corp., PERFORMS NO PROOFREADING  SERVICE  ON ANY MATERIAL PASSING THROUGH ITS TYPESETTING FACILITY. THERE ARE POSITIVELY NO EXCEPTIONS TO THIS POLICY. Broadridge 21.ind-10 93802

NUMBER SHARES R RICHARDSON ELECTRONICS, LTD. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE  SEE REVERSE FOR CERTAIN DEFINITIONS CLASS B COMMON STOCK  CUSIP 763165 20 6 This Certifies That: PROOF IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK $.05 PAR VALUE EACH OF RICHARDSON ELECTRONICS, LTD. transferable on the books of the  Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented  hereby are subject  to the  laws of  the  State  of  Delaware, and  to  the  Certificate  of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED: COUNTERSIGNED: BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. 1717 ARCH ST., STE. 1300, PHILADELPHIA, PA 19103 TRANSFER AGENT BY: AUTHORIZED SIGNATURE RICHARDSON ELECTRONICS, LTD. CORPORATE SEAL 1986 DELAWARE SECRETARY: Robert J. Ben  CHAIRMAN: Edward J. Richardshe following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian. (Cust) (Minor) under Uniform Gifts to Minors Act. (State) Additional abbreviations may also be used though not in the above list. For value Received, hereby sell, assign and transfer unto please insert social security or other identifying number of assignee (Please print or type name and address, including zip code, of assignee) Shares of the stock represented by the within certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed By The signature(s) must be guaranteed by an eligible guarantor Institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program), pursuant to SEC Rule 17Ad-15. THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES, SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. COLUMBIA PRINTING SERVICES, LLC – www.stockinformation.com

EX-5.1

Exhibit 5.1

October 17, 2018

Richardson Electronics, Ltd.

40W267 Keslinger Road

P.O. Box 393

LaFox, Illinois 60147-0393

Re: Richardson Electronics, Ltd.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Richardson Electronics, Ltd., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), by means of a registration statement on Form S-8 (the “Registration Statement”) of an additional 1,000,000 shares of the Company’s common stock, par value $0.05 per share (the “Shares”), which may be issued pursuant to the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan, as amended (the “Plan”).

In connection herewith, we have examined:

(1) the Amended and Restated Certificate of Incorporation of the Company;

(2) the Amended and Restated Bylaws of the Company;

(3) the specimen form of common stock certificates of the Company;

(4) the Plan; and

(5) the Registration Statement on Form S-8.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records, agreements and instruments of the Company, statements and certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates and statements of appropriate representatives of the Company.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly and validly authorized for issuance, and when issued, delivered and paid for in accordance with the Plan, will be legally issued, fully paid and non-assessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is not rendered with respect to any laws other than the General Corporation Law of the State of Delaware. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

We do not render any opinions except as set forth above. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/  SmithAmundsen, LLC

SmithAmundsen, LLC

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Richardson Electronics, Ltd.

40W267 Keslinger Rd

La Fox, IL 60147

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Richardson Electronics, Ltd. 2011 Long-Term Incentive Plan of our reports dated August 2, 2018, relating to the consolidated financial statements, and the effectiveness of Richardson Electronics, Ltd. internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended June 2, 2018.

/s/ BDO USA, LLP

Chicago, Illinois

October 17, 2018

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.