As filed with the Securities and Exchange Commission on
March 12, 2014
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
UNIVERSAL ELECTRONICS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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33-0204817
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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201 E. Sandpointe Avenue, 8th Floor
Santa Ana, California 92707
(Address of principal executive offices, including zip code)
UNIVERSAL ELECTRONICS INC. 2003 STOCK INCENTIVE PLAN
UNIVERSAL ELECTRONICS INC. COMPENSATION PLAN
FOR OUTSIDE MEMBERS OF THE BOARD OF DIRECTORS (2001)
UNIVERSAL ELECTRONICS INC. 2004 DIRECTORS COMPENSATION PLAN
(Full title of the plans)
Richard A. Firehammer, Jr.
Senior Vice President, General Counsel and Secretary
Universal Electronics Inc.
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, California 92707
(714) 918-9500
(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, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be registered
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Amount
to be registered
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Proposed Maximum
Offering Price
per share
(1)
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Proposed Maximum
Aggregate Offering
Price
(1)
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Amount of
registration
fee
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Common Stock, $0.01 par value
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54,134 shares
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$43.065
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$2,331,280.71
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$300.27
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(1)
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Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the common stock of the registrant as quoted on The Nasdaq Global Select Stock Market on
March 7, 2014
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TABLE OF CONTENTS
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EXPLANATORY NOTE
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1
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PART II
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1
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SIGNATURES
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2
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EXHIBIT INDEX
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3
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EXPLANATORY NOTE
This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on this form relating to the same employee benefit plans is effective. Consequently, pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed by Universal Electronics Inc. (the "Company") with the Securities and Exchange Commission regarding the (i) Universal Electronics Inc. 2003 Stock Incentive Plan, (ii) Universal Electronics Inc. Compensation Plan For Outside Members Of The Board Of Directors (2001) and (iii) Universal Electronics Inc. 2004 Directors Compensation Plan (the "Plans") on July 30, 2004, Registration No. 333-117782, are incorporated by reference into this Registration Statement and made a part hereof.
PART II
Item 8. Exhibits
See the Exhibit Index at Page E-1 of this Registration Statement.
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 Santa Ana, State of California, this
12th
day of
March
, 2014.
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UNIVERSAL ELECTRONICS INC.
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By:
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/s/ Paul D. Arling
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Paul D. Arling
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Chairman and Chief Executive Officer
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Date:
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March 12, 2014
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on
March 12, 2014
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NAME & TITLE
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SIGNATURE
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DATE
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Paul D. Arling
Chairman and Chief Executive Officer
(principal executive officer)
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/s/ Paul D. Arling
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March 12, 2014
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Bryan M. Hackworth
Chief Financial Officer
(principal financial officer and principal accounting officer)
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/s/ Bryan M. Hackworth
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March 12, 2014
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Satjiv S. Chahil
Director
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/s/ Satjiv S. Chahil
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March 12, 2014
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William C. Mulligan
Director
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/s/ William C. Mulligan
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March 12, 2014
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J. C. Sparkman
Director
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/s/ J.C. Sparkman
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March 12, 2014
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Gregory P. Stapleton
Director
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/s/ Gregory P. Stapleton
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March 12, 2014
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Carl E. Vogel
Director
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/s/ Carl E. Vogel
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March 12, 2014
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Edward K. Zinser
Director
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/s/ Edward K. Zinser
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March 12, 2014
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UNIVERSAL ELECTRONICS INC.
EXHIBIT INDEX
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Exhibit Number
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Description
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5
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Opinion of Brouse McDowell regarding the validity of the securities being registered (filed herewith)
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23.1
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Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Brouse McDowell (included in Exhibit 5)
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Exhibit 5
March 12, 2014
Universal Electronics Inc.
201 E. Sandpointe Avenue, 8
th
Floor
Santa Ana, California 92707
Ladies & Gentlemen:
We are acting as counsel to Universal Electronics Inc. (the "Company") in connection with the issuance and sale by the Company of up to 54,134 shares of its Common Stock (the "Shares") shares pursuant to the Universal Electronics Inc. 2003 Stock Incentive Plan, the Universal Electronics Inc. Compensation Plan For Outside Members of the Board of Directors (2001) and the Universal Electronics Inc. 2004 Directors Compensation Plan (the “Plans”).
We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereon we are of the opinion that the Shares which may be issued and sold pursuant to the Plans have been duly authorized and, when issued and sold in accordance with the provisions of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed today by the Company with the Securities and Exchange Commission to effect registration of the Shares under the Securities Act of 1933.
Very truly yours,
BROUSE McDOWELL,
A Legal Professional Association
/s/ Brouse McDowell
878001
Ref. No. 14-116
