Document
As filed with the Securities and Exchange Commission on August 9, 2017
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tennant Company
(Exact name of registrant as specified in its charter)
Minnesota 41-0572550
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
701 North Lilac Drive
P.O. Box 1452
Minneapolis, Minnesota 55440
(Address of Principal Executive Offices, including zip code)
TENNANT COMPANY 2017 STOCK INCENTIVE PLAN
(Full title of the Plan)
Heidi M. Wilson
Senior Vice President, General Counsel and Secretary
Tennant Company
701 North Lilac Drive
P.O. Box 1452
Minneapolis, Minnesota 55440
(Name and address of agent for service)
(763) 540-1200
(Telephone number, including area code, of agent for service)
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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 | [X] | | Accelerated filer | [ ] | |
Non-accelerated filer | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [ ] | |
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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
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Title of each class 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, $.375 par value | 1,200,000 | $65.80 | $78,960,000 | $9,151.47 |
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(1) | In addition, pursuant to Rule 416 of the Securities Act of 1933, as amended, this registration statement also covers any additional shares of Common Stock that become issuable under the Tennant Company 2017 Stock Incentive Plan by reason of any stock split, stock dividend or other similar transaction. |
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(2) | Estimated solely for the purpose of determining the registration fee pursuant to the provisions of Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the Registrant’s Common Stock as quoted on the New York Stock Exchange on August 4, 2017. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Tennant Company 2017 Stock Incentive Plan (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I, those documents are not filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or a prospectus under Rule 424 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Tennant Company (the “Company” or “Registrant”) with the Commission (File No. 1-16191) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) are, as of their respective dates, hereby incorporated by reference in this registration statement:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (which incorporates by reference certain portions of the Company’s definitive proxy statement for the Company’s 2017 Annual Meeting of Shareholders);
(b) 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 Annual Report referred to in (a) above; and
(c) The description of the Company’s common stock, par value $.375 per share (the “Common Stock”) contained in any registration statement or report filed pursuant to the Exchange Act, together with any amendments or reports filed for the purpose of updating that description.
In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this registration statement and before the filing of a post-effective amendment that indicates that all shares of Common Stock offered have been sold, or that deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference in, and to be a part of, this registration statement from the date of filing of those documents.
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 incorporated herein by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The Company’s Common Stock is registered under Section 12 of the Exchange Act and, therefore, the description of securities is omitted.
Item 5. Interests of Named Experts and Counsel.
Heidi M. Wilson, 701 N. Lilac Drive, P.O. Box 1452, Minneapolis, Minnesota 55440, Senior Vice President, General Counsel and Secretary of the Company, has rendered an opinion as to the legality of the Common Stock being registered hereby. Ms. Wilson is paid a salary by the Company and participates in certain of the Company’s employee
benefit plans, may participate in the Plan in the future, and is the beneficial owner of less than one percent of the outstanding shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
Article VI of the Company’s Amended and Restated By-Laws provides that the Company shall indemnify its directors and officers to the full extent required by Minnesota Statutes, Section 302A.521, or by other provisions of law. Section 302A.521 requires the Company to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to the Company against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding, if certain criteria are met. These criteria, all of which must be met by the person seeking indemnification, are:
(a) the person has not been indemnified by another organization for the same judgments, penalties, fines, settlements and expenses;
(b) the person must have acted in good faith;
(c) no improper personal benefit was obtained by the person and, if applicable, certain statutory conflict-of interest provisions have been satisfied;
(d) in the case of a criminal proceeding, the person had no reasonable cause to believe that the conduct was unlawful; and
(e) the person acted in a manner he or she reasonably believed was in the best interests of the corporation or, in certain limited circumstances, not opposed to the best interests of the corporation.
The determination as to eligibility for indemnification is made by the members of the Company’s board of directors, or a committee thereof, who are at the time not parties to the proceedings under consideration, by special legal counsel, by the shareholders who are not parties to the proceedings or by a court.
Article VIII of the Company’s Restated Articles of Incorporation, as amended, provides that no director shall be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except:
(a) any breach of the director’s duty of loyalty to the Company or its shareholders;
(b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(c) dividends, stock repurchases and other distributions made in violation of Minnesota law or for violations of the Minnesota securities laws;
(d) any transaction from which the director derived an improper personal benefit; or
(e) any act or omission occurring prior to the effective date of the provision in the Company’s Restated Articles of Incorporation, as amended, limiting such liability.
Article VIII does not affect the availability of equitable remedies, such as an action to enjoin or rescind a transaction involving a breach of fiduciary duty, although, as a practical matter, equitable relief may not be available.
Nor does Article VIII limit the liability of directors for violations of, or relieve them from the necessity of complying with, federal securities laws.
The directors and officers of the Company are insured under a policy of directors’ and officers’ liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable. No securities are to be reoffered or resold pursuant to this registration statement.
Item 8. Exhibits.
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Exhibit No. | Description | Form of Filing |
4.1 | Restated Articles of Incorporation | (1) |
4.2 | Amended and Restated By-Laws | (2) |
5.1 | Opinion of Heidi M. Wilson | Filed with this Registration Statement |
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | Filed with this Registration Statement |
23.2 | Consent of Heidi M. Wilson | Included in Exhibit 5.1 |
24.1 | Power of Attorney | Filed with this Registration Statement |
99.1 | Tennant Company 2017 Stock Incentive Plan | (3) |
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(1) | Incorporated by reference to Exhibit 3i to the Company’s report on Form 10-Q for the quarterly period ended June 30, 2006. |
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(2) | Incorporated by reference to Exhibit 3iii to the Company’s Current Report on Form 8-K dated December 14, 2010. |
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(3) | Incorporated by reference to Appendix A to the Company’s Proxy Statement for the 2017 Annual Meeting of Shareholders filed March 15, 2017. |
Item 9. Undertakings.
(a) The undersigned Registrant 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 (or the most recent post‑effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(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) of this section do not apply if the information required to be included in a post‑effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant 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 offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 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 arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 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 City of Minneapolis, State of Minnesota, on August 9, 2017.
TENNANT COMPANY
By: /s/ HEIDI M. WILSON
Heidi M. Wilson
Senior Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 9, 2017.
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Signature | Title |
/s/ H. CHRIS KILLINGSTAD* H. Chris Killingstad |
President and Chief Executive Officer (Principal Executive Officer) |
/s/ THOMAS PAULSON* Thomas Paulson |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
H. Chris Killingstad )
Azita Arvani )
William F. Austen )
Carol S. Eicher )
Donal L. Mulligan ) The Board of Directors*
Steven A. Sonnenberg )
David S. Wichmann )
David Windley )
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* | Heidi M. Wilson, by signing her name hereto, does hereby sign this document on behalf of each of the above‑named officers and/or directors of the Registrant pursuant to powers of attorney duly executed by such persons. |
By /s/ HEIDI M. WILSON
Heidi M. Wilson, Attorney-in-Fact
INDEX TO EXHIBITS
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Item No. | Description | Method of Filing |
4.1 | Restated Articles of Incorporation | Incorporated by reference |
4.2 | Amended and Restated By-Laws | Incorporated by reference |
5.1 | Opinion of Heidi M. Wilson | Filed herewith |
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | Filed herewith |
23.2 | Consent of Heidi M. Wilson | Included in Exhibit 5.1 |
24.1 | Power of Attorney | Filed herewith |
99.1 | Tennant Company 2017 Stock Incentive Plan | Incorporated by reference |