As filed with the Securities and Exchange Commission on June 16, 2022
Registration No. 333-
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UFP TECHNOLOGIES, INC.
(Exact name of issuer as specified
in its charter)
| DELAWARE | 04-2314970 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) |
100 Hale Street, Newburyport, Massachusetts 01950
(Address of principal executive offices)
UFP TECHNOLOGIES, INC.
2009 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
(Full title of the plan)
R. Jeffrey Bailly
UFP TECHNOLOGIES, INC.
100 Hale Street
Newburyport, Massachusetts 01950
(978) 352-2200
Copies to:
Patrick J. Kinney, Jr., Esq.
Lynch Fink Harrington & Gray LLP
6 Beacon St., Suite 415
Boston, Massachusetts 02108
(617) 951-0800
(Name, address and telephone number 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 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. ☐
EXPLANATORY NOTE
The Registrant is filing this Registration Statement for the purpose of registering an additional 100,000 shares of Common Stock to be issued under the 2009 Non-Employee Director Stock Incentive Plan. The 100,000 shares of Common Stock being registered pursuant to this Registration Statement are additional securities of the same class as other securities for which registration statements on Form S-8 (No.’s 333-56741, 333-91408, 333-116436 and 333-151883) were filed with the Securities and Exchange Commission on June 12, 1998, June 28, 2002, June 14, 2004 and June 24, 2008, respectively. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | INCORPORATION OF DOCUMENTS BY REFERENCE. |
Certain important information is set forth in certain reports or statements filed by UFP Technologies, Inc. (the “Company”) with the Securities and Exchange Commission. The reports or documents listed below are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (which incorporates by reference certain portions of the Company's Proxy Statement for the Company's 2022 Annual Meeting of Stockholders held on June 8, 2022);
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022;
(c) the Company’s Current Reports on Form 8-K filed on February 22, 2022, March 10, 2022, March 17, 2022, May 4, 2022 and June 14, 2022;
(d) the Company’s definitive Proxy Statement for the Annual Meeting of Stockholders held on June 8, 2022;
(e) all reports filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for periods since March 31, 2022; and
(f) the description of the Registrant’s Common Stock, $.01 par value, set forth in the Certificate of Incorporation, as amended, as filed as Exhibit 3.01 with the Registrant’s Quarterly Report for the quarter ended March 31, 2004.
All documents the Company files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K and any corresponding exhibits thereto not filed with the Commission or pursuant to other applicable Commission rules) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered 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 filing of such documents.
| Item 4. | DESCRIPTION OF SECURITIES. |
Not applicable.
| Item 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL. |
Lynch Fink Harrington & Gray LLP, Six Beacon St., Suite 415, Boston, Massachusetts 02108, has rendered its opinion to the Company that shares included in this offering will, when sold in accordance with the terms of the Plan, be legally issued, fully paid and non-assessable. Patrick J. Kinney, Jr., a partner of Lynch Fink Harrington & Gray LLP, is an Assistant Secretary of the Company.
| Item 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
The Company's charter and by-laws provide that the Company may indemnify all persons whom it shall have power to indemnify to the full extent permitted by state law. Under Delaware law, a director, officer, employee or agent who has been successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred. In other circumstances, a director, officer, employee or agent of the Company may be indemnified against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred if he/she acted in good faith and has not been adjudged to have derived an improper personal benefit from the transaction or occurrence forming the basis for such settlement. The Company has entered into indemnification agreements with each of its directors and anticipates that it will enter into similar arrangements with any future directors. The Company may also enter into similar agreements with certain of the Company's officers who are not also directors. Generally, the indemnification agreements attempt to provide the maximum protection permitted by Delaware law with respect to indemnification of directors. The Company's charter further provides that directors are not liable for monetary damages for certain violations of their duty of care. In addition, the Registrant maintains officers’ and directors’ insurance covering certain liabilities that may be incurred by officers and directors in the performance of their duties.
| Item 7. | EXEMPTION FROM REGISTRATION CLAIMED. |
Not Applicable
| Item 8. | EXHIBITS. |
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
| Item 9. | UNDERTAKINGS. |
A. The Company 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 which, individually or in the aggregate, represent a fundamental change in the information set forth in the 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) do not apply if the information required to be in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company 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 Plan.
B. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company'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.
C. Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
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 on Form S-8 and had duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Newburyport, Massachusetts, on this 16th day of June, 2022.
| UFP TECHNOLOGIES, INC. | ||
| By | /s/ R. Jeffrey Bailly | |
| R. Jeffrey Bailly, President | ||
| and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ R. Jeffrey Bailly | President, Chief | June 16, 2022 | ||
| R. Jeffrey Bailly | Executive Officer, and | |||
| Director (principal | ||||
| executive officer) | ||||
| /s/ Ronald J. Lataille | Senior Vice President, | June 16, 2022 | ||
| Ronald J. Lataille | Chief Financial Officer | |||
| (principal financial and | ||||
| accounting officer) | ||||
| * | Director | |||
| Thomas W. Oberdorf | ||||
| * | Director | |||
| Marc Kozin | ||||
| * | Director | |||
| Daniel C. Croteau | ||||
| * | Director | |||
| Cynthia L. Feldmann | ||||
| * | Director | |||
| Joseph John Hassett | ||||
| * | Director | |||
| Symeria Hudson | ||||
| *by /s/ R. Jeffrey Bailly | Attorney-in-fact | June 16, 2022 | ||
| R. Jeffrey Bailly |
EXHIBIT INDEX
Exhibit 5
| June 15, 2022 |
UFP Technologies, Inc.
100 Hale Street
Newburyport, Massachusetts 01950
| RE: | Registration of 100,000 additional shares of Common Stock of UFP Technologies, Inc. on SEC Form S-8 Registration Statement |
Ladies and Gentlemen:
As counsel for UFP Technologies, Inc. (the “Company”), this opinion is furnished in connection with the registration by the Company, pursuant to a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of 100,000 additional shares of the Company’s Common Stock, $.01 par value per share (the “Shares”), to be issued pursuant to the Company’s 2009 Non-Employee Director Stock Incentive Plan, as amended (the “Plan”).
We have examined the Restated Certificate of Incorporation of the Company, the By-laws and minute books of the Company, the Plan, and the pertinent statutes of the State of Delaware.
Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration Statement.
| Very truly yours, | |
| /s/ Lynch Fink Harrington & Gray LLP | |
| LYNCH FINK HARRINGTON & GRAY LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 14, 2022 with respect to the consolidated financial statements and internal control over financial reporting of UFP Technologies, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2021, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.
/s/ GRANT THORNTON LLP
Boston, MA
June 16, 2022
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of UFP Technologies, Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby constitute and appoint Jeffrey Bailly, Ronald J. Lataille and Patrick J. Kinney, Jr., and each of them, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution and to act with or without the others, for him or her and in his or her name, place and stead in any and all capacities: (i) to sign this Registration Statement under the Securities Act of 1933, as amended, on Form S-8, any amendments thereto, and all post-effective amendments and supplements to this Registration Statement for the registration of the Company’s securities; and (ii) to file this Registration Statement and any and all amendments and supplements thereto, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, in each case, in such forms as they or any one of them may approve, 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 to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and 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 substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
Executed under seal as of the date(s) set forth below.
| Signature | Title | Date | ||
| /s/ R. Jeffrey Bailly | President, Chief | June 8, 2022 | ||
| R. Jeffrey Bailly | Executive Officer, and | |||
| Director (principal | ||||
| executive officer) | ||||
| /s/ Ronald J. Lataille | Senior Vice President, | June 8, 2022 | ||
| Ronald J. Lataille | Chief Financial Officer | |||
| (principal financial and | ||||
| accounting officer) | ||||
| /s/ Thomas W. Oberdorf | Director | June 8, 2022 | ||
| Thomas W. Oberdorf | ||||
| /s/ Marc Kozin | Director | June 8, 2022 | ||
| Marc Kozin | ||||
| /s/ Daniel C. Croteau | Director | June 8, 2022 | ||
| Daniel C. Croteau | ||||
| /s/ Cynthia L. Feldmann | Director | June 8, 2022 | ||
| Cynthia L. Feldmann | ||||
| /s/ Joseph John Hassett | Director | June 8, 2022 | ||
| Joseph John Hassett | ||||
| /s/ Symeria Hudson | Director | June 8, 2022 | ||
| Symeria Hudson |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
UFP Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Security Title |
Fee Calculation Rule |
Amount Registered(1)(2) |
Proposed Maximum Offering Price Per Share(3) |
Maximum Price(3) |
Fee Rate | Amount of Registration Fee | |||||||
| Equity | Common Stock, $.01 par value | 457(c) and 457(h) | 100,000 shares | $ 77.24 | $7,724,000 | 0.0000927 | $716.01 | |||||||
| Total Offering Amount | $7,724,000 | $716.01 | ||||||||||||
| Total Fee Offsets | $0 | |||||||||||||
| Net Fee Due | $716.01 | |||||||||||||
| (1) | UFP Technologies, Inc., a Delaware corporation (the “Company”), is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register the issuance of an additional 100,000 shares of the Company’s common stock, $.01 par value (the “Common Stock”), which are issuable pursuant to the UFP Technologies, Inc. 2009 Non-Employee Director Stock Incentive Plan (the “Plan”). |
| (2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that may become issuable under the Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration that results in an increase in the number of the Company’s outstanding shares of Common Stock. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act based on the average of the high and low sales prices per share of Common Stock as reported on the Nasdaq Stock Market on June 13, 2022. |