Michigan
(State or Other Jurisdiction of Incorporation or Organization) |
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38-2030505
(IRS Employer Identification Number) |
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600 N. Centennial Street
Zeeland, Michigan (Address of Principal Executive Offices) |
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49464 (Zip Code) |
Kevin Nash
Gentex Corporation 600 N. Centennial Street Zeeland, Michigan 49464
(Name and Address of Agent for Service)
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Copies to:
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Joe Levan
Varnum LLP 333 Bridge Street N.W., Suite 1700 Grand Rapids, Michigan 49504 |
Large accelerated filer
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X
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Accelerated filer
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Non-accelerated filer
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Smaller Reporting Company
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Title of
Securities to be Registered |
Amount to be
Registered |
Proposed Maximum
Offering Price Per Share (3) |
Proposed Maximum
Aggregate Offering Price (3) |
Amount of
Registration Fee |
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Common Stock,
$.06 par value (1) |
12,000,000 shares
(2)
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$29.53
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$354,360,000
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$45,641.57
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(1)
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This Registration Statement on Form S-8 (the “Registration Statement”) covers a total of 12,000,000 shares of Common Stock, par value $0.06 (“Common Stock”) of Gentex Corporation (“Gentex” or the “Registrant”) issuable under the Gentex Corporation Employee Stock Option Plan (the "Plan").
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(2)
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In addition, pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers such indeterminate number of additional shares as may be authorized in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from the payment of stock dividends or stock splits or certain other capital adjustments.
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(3)
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The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Select Market on August 26, 2014, in accordance with Rule 457(c) of the Securities Act.
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Item 3.
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Incorporation of Documents by Reference.
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Item 4.
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Description of Securities.
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6.
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Indemnification of Directors and Officers.
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Item 9.
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Undertakings.
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GENTEX CORPORATION
(Registrant) |
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/s/ Steve Downing
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Steve Downing, Vice President-Finance/
Chief Financial Officer |
Date: August 29, 2014
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/s/ Fred T. Bauer
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Fred T. Bauer, Chairman and Chief Executive Officer (Principal Executive Officer)
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Date: August 29, 2014
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/s/ Steve Downing
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Steve Downing, Vice President-Finance/Chief Financial Officer (Principal Financial Officer)
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Date: August 29, 2014
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/s/ Kevin Nash
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Kevin Nash, Vice President - Accounting (Principal Accounting Officer)
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Date: August 29, 2014
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/s/ Gary Goode
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Gary Goode, Director
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Date: August 29, 2014
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/s/ James Hollars
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James Hollars, Director
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Date: August 29, 2014
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/s/ John Mulder
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John Mulder, Director
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Date: August 29, 2014
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/s/ Mark Newton
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Mark Newton, Director
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Date: August 29, 2014
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/s/ Richard Schaum
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Richard Schaum, Director
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Fred Sotok, Director
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Date: August 29, 2014
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/s/ Pete Hoekstra
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Pete Hoekstra, Director
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Date: August 29, 2014
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/s/ James Wallace
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James Wallace, Director
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Exhibit
Number |
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Document
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4.1
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Registrant’s Restated Articles of Incorporation, adopted on August 20, 2004, and as amended to date, were filed as Exhibit 3(a) to Registrant’s Report on Form 10-Q dated November 2, 2004, and an Amendment to Registrant's Articles of Incorporation adopted as of May 18, 2012, was filed as Exhibit 3.1(i) to Registrant's Form 8-K dated May 22, 2012, and the same is hereby incorporated herein by reference.
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4.2
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Amendment to Registrant's Articles of Incorporation, approved by the Registrant's shareholders as of May 15, 2014, and filed with the Michigan Department of Licensing and Regulatory Affairs, effective as of May 20, 2014.
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4.3
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Registrant’s Bylaws as amended and restated February 27, 2003, was filed as Exhibit 3(b)(1) to Registrant’s report on Form 10-Q dated May 5, 2003, and an Amendment to Registrant’s Bylaws adopted as of February 16, 2012, was filed as Exhibit 3(b)(ii) to Registrant’s Form 8-K dated February 21, 2012, and the same is hereby incorporated herein by reference.
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4.4
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A specimen form of certificate for the Registrant’s common stock, par value $.06 per share, was filed as part of a Registration Statement (Registration Number 2-74226C) as Exhibit 3(a), as amended by Amendment No. 3 to such Registration Statement, and the same is hereby incorporated herein by reference.
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5
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Opinion of Varnum LLP.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Varnum LLP (included in Exhibit 5 and incorporated herein by reference).
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24
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Powers of Attorney (included on the signature page to this Registration Statement).
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99.1
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Gentex Corporation Employee Stock Option Plan was filed as Appendix C to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on March 31, 2014, and the same is hereby incorporated herein by reference.
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Re:
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Registration Statement on Form S-8 Relating to the
Gentex Corporation Employee Stock Option Plan (the "Plan") |
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Very truly yours,
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VARNUM LLP
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By
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/s/ Joseph B. Levan
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Joseph B. Levan
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Ernst & Young LLP
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