Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
36-2229304
(I.R.S. Employer Identification No.) |
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1666 East Touhy Avenue, Des Plaines, Illinois
(Address of Principal Executive Offices) |
60018
(Zip Code) |
Large Accelerated filer o | Accelerated filer þ |
Non-accelerated filer o (Do not check if smaller reporting company) |
Smaller reporting company o |
Proposed maximum | Proposed maximum | |||||||||||||||||||||
Title of securities | Amount to be | offering price | aggregate offering | Amount of | ||||||||||||||||||
to be registered | registered (1) | per share (2) | price (2) | registration fee | ||||||||||||||||||
Common Stock, par value $1.00 per share
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500,000 | $ | 16.31 | $ | 8,155,000 | $ | 581.45 | |||||||||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers such indeterminable number of additional shares of the Registrants Common Stock as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions. | |
(2) | Computed pursuant to Rules 457(c) and (h) promulgated under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high ($16.53) and low ($16.09) prices of the Registrants Common Stock as reported on the NASDAQ Global Select Market on December 17, 2009. |
* | The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the Commission). |
| The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2008, initially filed with the Commission on March 12, 2009, and amended on Form 10-K/A on April 29, 2009, which contains audited financial statements for the most recent fiscal year for which the statements have been filed; | ||
| The Registrants Quarterly Reports on Form 10-Q filed with the Commission on April 30, 2009, July 30, 2009 and October 28, 2009; | ||
| The Registrants Current Reports on Form 8-K filed with the Commission on February 19, 2009, April 1, 2009, August 3, 2009, August 25, 2009, October 8, 2009, October 16, 2009, October 21, 2009, November 13, 2009 and December 10, 2009; and | ||
| The description of the Registrants Common Stock, $1.00 par value per share, contained in the Registrants Form 8-B filed with the Commission on October 15, 1987. |
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LAWSON PRODUCTS, INC.
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By: | /s/ Neil E. Jenkins | |||
Neil E. Jenkins | ||||
Executive Vice President, Secretary and
General Counsel |
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Signature | Title | Date | ||
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/s/
thomas j. neri
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President and Chief Executive Officer, Director | December 23, 2009 | ||
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/s/
ron knutson
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Senior Vice President and Chief Financial Officer | December 23, 2009 | ||
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/s/
andrew b. albert
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Director | December 23, 2009 | ||
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/s/
i. steven edelson
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Director | December 23, 2009 | ||
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/s/
james s. errant
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Director | December 23, 2009 | ||
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/s/
lee s. hillman
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Director | December 23, 2009 | ||
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/s/
ronald b. port, m.d.
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Chairman of the Board | December 23, 2009 | ||
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/s/
thomas s. postek
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Director | December 23, 2009 | ||
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/s/
robert g. rettig
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Director | December 23, 2009 | ||
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/s/
wilma j. smlecer
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Director | December 23, 2009 |
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Exhibit No.
4.1
5.1
23.1
23.2
24.1
99.1
*
Filed herewith.
COMMON STOCK | COMMON STOCK |
Certificate
Number |
Shares |
DATED Month, Day, Year | ||||||
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COUNTERSIGNED AND REGISTERED:
COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR |
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Chairman of the Board of Directors
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Secretary
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By | |||||
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AUTHORIZED SIGNATURE |
TEN COM | - as tenants in common | UNIF GIFT MIN ACT | __________ Custodian __________ | |||||||
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(Cust) | (Minor) | ||||||||
TEN ENT | - as tenants by the entireties | under Uniform Gifts to Minors Act _______ | ||||||||
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(State) | |||||||||
JT TEN | - as joint tenants with right of survivorship and not as tenants in common | UNIF TRF MIN ACT | __________ Custodian __________ | |||||||
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(Cust) | (Minor) | ||||||||
under Uniform Transfers to Minors Act _______ | ||||||||||
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(State) |
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Signature(s) Guaranteed: Medallion Guarantee Stamp | |||
Dated:
____________ 20 ______
Signature: __________________ Signature: __________________ |
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15. | |||
Notice:
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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 whatever. |
Attn: |
Neil E. Jenkins,
Executive Vice President, Secretary & General Counsel |
Jenner & Block LLP | ||||
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/s/ Ernst & Young LLP | ||||
Chicago, Illinois | ||||