As filed with the Securities and Exchange
Commission on September 6, 2018
Registration
No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
_____________________
NEENAH,
INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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20-1308307
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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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3460 Preston Ridge Road
Alpharetta, Georgia 30005
(Address of principal executive offices,
including zip code)
_____________________
Neenah, Inc. 2018 Omnibus Stock and Incentive
Compensation Plan
(f/k/a Amended and Restated Neenah Paper,
Inc. 2004 Omnibus Stock and Incentive Compensation Plan)
(Full title of the Plan)
Noah S. Benz, Esq.
Senior Vice President, General Counsel
and Secretary
Neenah, Inc.
3460 Preston Ridge Road
Alpharetta, Georgia 30005
(678) 566-6500
_____________________
Copy to:
Eliot Robinson
Terrence Childers
Bryan Cave Leighton Paisner LLP
1201 West Peachtree Street, NW
Atlanta, GA 30309
(404) 572-6600
(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 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. (Check One):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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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
Title of Securities
to be Registered
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Amount to be
Registered (1) (2)
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Proposed Maximum Offering Price Per Share (3)
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Proposed Maximum Aggregate Offering Price (3)
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Amount of Registration Fee (4)
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Common Stock, $0.01 par value per share
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800,000
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$90.03
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$72,024,000
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$8,966.99
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(1)
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This Registration Statement covers 800,000 additional shares of common stock, par value $0.01 per
share (“Common Stock”), of Neenah, Inc. (the “Registrant”), that are available for issuance under the Neenah,
Inc. 2018 Omnibus Stock and Incentive Compensation Plan, formerly known as the Amended and Restated Neenah Paper, Inc. 2004 Omnibus
Stock and Incentive Compensation Plan (the “Plan”). The Registrant has previously filed Form S-8 Registration Statements
with the Securities and Exchange Commission registering 3,500,000 shares of Common Stock (File No. 333-120867) and 1,577,000 shares
of Common Stock (File No. 333-188951) relating to the Plan.
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement also includes an indeterminate number of shares of
Common Stock that may be offered and sold as a result of future stock splits, stock dividends or similar transactions under the
Plan.
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(3)
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Pursuant to Securities Act Rule 457(c) and (h), the maximum
offering price, per share and in the aggregate, was calculated upon the basis of the average of the high and low prices of the
Common Stock on August 29, 2018, as reported on the New York Stock Exchange.
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(4)
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Determined in accordance with Section 6(b) of the Securities
Act at a rate equal to $124.50 per $1,000,000 of the proposed maximum aggregate offering price.
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EXPLANATORY NOTE
Neenah, Inc. (the “Registrant”)
previously filed Form S-8 Registration Statements with the Securities and Exchange Commission (the “Commission”) on
November 30, 2004 (File No. 333-120867) and May 30, 2013 (File No. 333-188951) (collectively, the “Prior Registration Statements”)
relating to its 2004 Omnibus Stock and Incentive Compensation Plan (the “Original Plan”) and its Amended and Restated
2004 Omnibus Stock and Incentive Compensation Plan (the “Prior Plan” and together with the Original Plan, the “Prior
Plans”). In those filings, the Registrant registered 3,500,000 shares and 1,577,000 shares, respectively, of its common stock,
par value $0.01 per share (“Common Stock”), that were authorized for issuance under the Prior Plans.
On May 23, 2018, the shareholders of the
Registrant approved the Neenah, Inc. 2018 Omnibus Stock and Incentive Compensation Plan (the “Plan”), which amended
the Prior Plan by, among other things, increasing the number of shares of Common Stock that the Registrant is authorized to issue
by 800,000 shares (the “Additional Shares”). The Plan is further described in the Registrant’s Definitive Proxy
Statement on Schedule 14A filed on April 13, 2018.
This Registration Statement on Form S-8
is being filed for the purpose of registering the Additional Shares, which are of the same class as those securities covered by
the Prior Registration Statements.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
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Item 1.
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Plan Information.
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Information required by Part I of the Form
S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the “Securities Act”), and the Note to the instructions to Part I of Form S-8.
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Item 2.
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Registrant Information and Employee Plan Annual Information.
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Information required by Part I of the Form
S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act, and the Note to the instructions to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the Registrant
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference into
this Registration Statement and made a part hereof:
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1.
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The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017;
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2.
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The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31 and June
30, 2018;
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3.
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The portions of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the
Commission on April 13, 2018 that are incorporated by reference into the Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2017;
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4.
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The Registrant’s Current Reports on Form 8-K filed with the Commission on January 3, February
2, May 1, May 10, May 25, July 18 and August 2, 2018 (in each case only to the extent filed and not furnished); and
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5.
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The description of the Registrant’s Common Stock as contained in its Registration Statement
on Form 10, as amended (SEC File No. 001-32240) filed November 2, 2004.
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All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to filing a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents,
except for the documents, or portions thereof, that are “furnished” (e.g., the portions of those documents set forth
under Items 2.02 or 7.01 of Form 8-K or other information “furnished” to the Commission) rather than filed with the
Commission. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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None.
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Item 6.
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Indemnification of Directors and Officers.
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The Registrant’s
Second Amended and Restated By-Laws (the “By-Laws”) provide that each person who is, or was, or has agreed to become
a director or officer of the Registrant, and each person who is, or was, or has agreed to serve at our request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, will be indemnified by the Registrant
to the fullest extent permitted by Delaware General Corporation Law, as the same exists or may hereafter be amended. However,
no indemnification will be provided to any director, officer, employee or agent if the indemnification sought is in connection
with a proceeding initiated by such person without the authorization of our Board of Directors. The By-Laws provide that
this right to indemnification will not be exclusive of any other right which any person may have or may in the future acquire under
any By-Law, agreement, vote of stockholders or disinterested directors or otherwise. The By-Laws also permit the Registrant
to secure and maintain insurance on behalf of any director, officer, employee or agent for any liability arising out of his or
her actions in such capacity, regardless of whether the By-Laws would permit the Registrant to indemnify such person against such
liability.
The Registrant
currently maintains as directors’ and officers’ liability insurance policy.
Under Section
145 of the Delaware General Corporation Law, a corporation may indemnify a director, officer, employee or agent of the corporation
(or other entity if such person is serving in such capacity at the corporation’s request) against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action brought
by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation (or
other entity if such person is serving in such capacity at the corporation’s request) against expenses (including attorneys’
fees) actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the corporation unless a court determines that, despite
the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses as the court shall deem proper. Expenses (including attorneys’ fees) incurred by
an officer or director in defending any civil, criminal, administrative or investigation action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or
on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified
by the corporation.
Article XI of
the Registrant’s Amended and Restated Certificate of Incorporation also provides that a director of the Registrant shall
not be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duty as a director,
except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for
any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.
The limitation of liability does not apply to liabilities arising under the federal or state securities laws and does not affect
the availability of equitable remedies, such as injunctive relief or rescission.
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Item 7.
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Exemption from Registration Claimed.
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None.
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*
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Incorporated herein by reference as indicated
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(a)
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The undersigned Registrant hereby undertakes:
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(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;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 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 this Registration Statement
or any material change to such information in this Registration Statement.
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, 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, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 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
Commission such indemnification is against public policy as expressed in the Securities Act 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 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 Alpharetta, State of Georgia, on September
6
,
2018.
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NEENAH, INC.
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By:
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/s/ Noah S. Benz
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Noah S. Benz
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Senior Vice President, General Counsel and Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Noah S. Benz, the undersigned’s true lawful attorney-in-fact,
as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity,
to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ John P. O’Donnell
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John P. O’Donnell
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President, Chief Executive Officer
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May 23, 2018
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(Principal Executive Officer) and Director
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/s/ Bonnie C. Lind
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Bonnie C. Lind
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Senior Vice President,
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May 23, 2018
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Chief
Financial Officer and Treasurer (Principal Financial Officer)
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/s/ Larry N. Brownlee
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Larry N. Brownlee
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Vice President – Controller and Principal Accounting Officer
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May 23, 2018
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(Principal Accounting Officer)
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/s/ Sean T. Erwin
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Sean T. Erwin
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Chairman and Director
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May 23, 2018
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/s/ William M. Cook
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William M. Cook
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Director
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May 23, 2018
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/s/ Margaret S. Dano
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Margaret S. Dano
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Director
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May 23, 2018
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/s/ Timothy S. Lucas
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Timothy S. Lucas
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Director
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May 23, 2018
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/s/ John F. McGovern
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John F. McGovern
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Director
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May 23, 2018
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/s/ Philip C. Moore
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Philip C. Moore
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Director
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May 23, 2018
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/s/ Stephen M. Wood
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Stephen M. Wood
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Director
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May 23, 2018
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Exhibit 5.1
September 6, 2018
Neenah, Inc.
3460 Preston Ridge Road
Alpharetta, Georgia 30005
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Re.
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Registration Statement on Form S-8
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Neenah, Inc. 2018 Omnibus Stock and Incentive Compensation Plan
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Ladies and Gentlemen:
We have acted as special counsel to Neenah,
Inc., a Delaware corporation (the “Company” or “you”), and have examined the Registration Statement on
Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the
“Commission”) on or about September 6, 2018 in connection with the registration under the Securities Act of 1933, as
amended (the “Securities Act”), of 800,000 shares (the “Shares”) of common stock, par value $0.01 per share,
of the Company (“Common Stock”), issuable under the Neenah, Inc. 2018 Omnibus Stock and Incentive Compensation Plan
(the “Plan”).
In connection herewith, we have examined:
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(2)
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the Registration Statement.
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We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of the Company’s certificate of incorporation and bylaws and such
other corporate records, agreements and instruments of the Company, certificates of public officials and officers of the Company,
and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary
or appropriate as a basis for us to render the opinion hereinafter expressed. In our examination of the foregoing, we have assumed
the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted
to us as originals and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile
or other means of electronic transmission, or which we obtained from the Commission’s Electronic Data Gathering, Analysis
and Retrieval system (“EDGAR”) or other sites maintained by a court or governmental authority or regulatory body and
the authenticity of the originals of such latter documents. If any documents we examined in printed, word processed or similar
form has been filed with the Commission on EDGAR or such court or governmental authority or regulatory body, we have assumed that
the document so filed is identical to the document we examined except for formatting changes.
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Neenah, Inc.
September 6, 2018
Page 2
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When relevant facts were not independently
established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and
upon representations made in or pursuant to the Registration Statement and certificates or statements of appropriate representatives
of the Company.
Based upon the foregoing and in reliance
thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion
that the Shares have been duly authorized for issuance and upon issuance and delivery of the Shares upon payment therefor, in accordance
with the terms of the Plan, and any relevant agreements thereunder, the Shares will be validly issued, fully paid and non-assessable.
In addition to the assumptions, comments,
qualifications, limitations and exceptions set forth above, the opinion set forth herein is further limited by, subject to and
based upon the following assumptions, comments, qualifications, limitations and exceptions:
Our opinion herein reflects only the application
of the General Corporation Law of the State of Delaware. The opinion set forth herein is made as of the date hereof and is subject
to, and may be limited by, future changes in factual matters, and we undertake no duty to advise you of the same. The opinion expressed
herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation
to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering
our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions,
rules or regulations of any other jurisdiction, court or administrative agency.
This opinion letter is being delivered
by us in connection with the filing of the Registration Statement with the Commission. We do not render any opinions except as
set forth above. We hereby consent to the inclusion of this opinion letter as Exhibit 5.1 to the Registration Statement and to
the reference to this firm in the Registration Statement. We also consent to your filing copies of this opinion letter with agencies
of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of
the Shares. In giving this consent, we do not thereby concede that we are in the category of persons whose consent is required
under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Bryan Cave Leighton Paisner LLP
