Hamilton Beach Brands Holding Co (Form: S-8, Received: 05/21/2021 14:56:16)

DATED: May 21, 2021

/s/ Dana B. Sykes

Dana B. Sykes

Attorney-in-Fact

As filed with the Securities and Exchange Commission on May 21, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

Under The Securities Act of 1933

HAMILTON BEACH BRANDS HOLDING COMPANY

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

31-1236686

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer Identification No.)

4421 WATERFRONT DRIVE, GLEN ALLEN, VIRGINIA 23060

(Address of Principal Executive Offices Including Zip Code)

Hamilton Beach Brands Holding Company

Non-Employee Directors’ Equity Compensation Plan

(Amended and Restated Effective May 18, 2021)

(Full Title of the Plan)

Dana B. Sykes, Esq.

Senior Vice President, General Counsel and Secretary

Hamilton Beach Brands Holding Company

4421 Waterfront Drive

Glen Allen, Virginia 23060

(804) 273-9777

(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, 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 ☐		Accelerated filer ☑

Non-accelerated filer ☐ Emerging growth company ☑		Smaller reporting company ☑

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

Amount to be

Registered ⁽¹⁾⁽²⁾

Proposed Maximum

Offering

Price Per Share ⁽³⁾

Proposed Maximum

Aggregate

Offering Price ⁽³⁾

Amount of

Registration

Fee

Class A Common Stock,

par value $0.01 per share

300,000

$23.48

$7,044,000

$769

(1)

Represents additional shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”), of Hamilton Beach Brands Holding Company (the “Registrant”), available pursuant to the Hamilton Beach Brands Holding Company Non-Employee Directors’ Equity Compensation Plan, as amended and restated effective May 18, 2021 (the “Plan”), being registered hereon.

(2)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional Class A Shares as may become available pursuant to the anti-dilution provisions of the Plan.

(3)

Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on May 18, 2021, a date within five business days prior to filing.

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-221359) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on November 6, 2017 with respect to the Class A Shares now being utilized under the Plan, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein. This Registration Statement on Form S-8 is filed for the purpose of registering an additional 300,000 Class A Shares under the Plan such that, when such number of additional shares is added to the remaining number of Class A Shares previously registered under the Securities Act, a total of 311,516 Class A Shares are registered under the Securities Act and available for issuance under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Commission. The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020
(Commission File No. 001-38214), filed with the Commission on March 22, 2021;

(b)

The Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 (Commission File No. 001-38214), filed with the Commission on May 5, 2021;

(c)

The Registrant’s Current Report on Form 8-K filed with the Commission on May 20, 2021 and April 14, 2021 (Commission File No. 001-38214); and

(d)

The description of the Class A Shares contained in the registration statement on Form 8-A, filed September 21, 2017 (Commission File No. 001-38214), as updated by the description of the Class A Shares contained in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No. 001-38214), and as amended by any subsequently filed amendments and reports updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will 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. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.


Exhibit Number		Description

4.1		Amended and Restated Certificate of Incorporation of Hamilton Beach Brands Holding Company (incorporated herein by reference to Exhibit 3.1 to the Hamilton Beach Brands Holding Company Registration Statement on Form 8-A, filed by Hamilton Beach Brands Holding Company on September 22, 2017, Commission File No. 000-55845)

4.2		Amended and Restated Bylaws of Hamilton Beach Brands Holding Company (incorporated herein by reference to Exhibit 3.2 to the Hamilton Beach Brands Holding Company Registration Statement on Form 8-A, filed by Hamilton Beach Brands Holding Company on September 22, 2017, Commission File No. 000-55845)

4.3		Specimen of Hamilton Beach Brands Holding Company Class A Common Stock certificate (incorporated herein by reference to Exhibit 4.1 to Amendment No. 2 to the Hamilton Beach Brands Holding Company Registration Statement on Form S-1 filed by Hamilton Beach Brands Holding Company on September 18, 2017, Registration No. 333-220066)

4.4		Hamilton Beach Brands Holding Company Non-Employee Directors’ Equity Compensation Plan (Amended and Restated Effective May 18, 2021) (incorporated herein by reference to Appendix A of the Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed by Hamilton Beach Brands Holding Company on April 5, 2021, Commission File No. 001-38214)

5.1		Opinion of Counsel

23.1		Consent of Independent Registered Public Accounting Firm

23.2		Consent of Counsel (included in Exhibit 5.1)

24.1		Power of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Glen Allen, Virginia, on this 21st day of May, 2021.


HAMILTON BEACH BRANDS HOLDING COMPANY

By:		/s/ Dana B. Sykes
		Dana B. Sykes
		Senior Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Date: May 21, 2021		*
		Gregory H. Trepp
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Date: May 21, 2021		*
		Michelle O. Mosier
		Senior Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal
		Accounting Officer)

Date: May 21, 2021		*
		Mark R. Belgya
		Director

Date: May 21, 2021		*
		J.C. Butler, Jr.
		Director


Date: May 21, 2021		*
		Paul D. Furlow
		Director

Date: May 21, 2021		*
		John P. Jumper
		Director

Date: May 21, 2021		*
		Dennis W. LaBarre
		Director

Date: May 21, 2021		*
		Michael S. Miller
		Director

Date: May 21, 2021		*
		Alfred M. Rankin, Jr.
		Director

Date: May 21, 2021		*
		Thomas T. Rankin
		Director

Date: May 21, 2021		*
		James A. Ratner
		Director

Date: May 21, 2021		*
		Clara R. Williams
		Director

* This Registration Statement has been signed on behalf of the above officers and directors by Dana B. Sykes, as attorney-in-fact, pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.

EXHIBIT 5.1

[Letterhead]

May 21, 2021

Hamilton Beach Brands Holding Company

4421 Waterfront Drive

Glen Allen, Virginia 23060

Re: Registration Statement on Form S-8 Filed by Hamilton Beach Brands Holding Company

Ladies and Gentlemen:

I have acted as counsel for Hamilton Beach Brands Holding Company, a Delaware corporation (the “Company”), in connection with the Hamilton Beach Brands Holding Company Non-Employee Directors’ Equity Compensation Plan, as amended and restated as of May 18, 2021 (the “Plan”). In connection with the opinion expressed herein, I have examined such documents, records and matters of law as I have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, I am of the opinion that the additional 300,000 shares (the “Shares”) of Class A Common Stock, par value $0.01 per share, of the Company that may be issued or delivered and sold pursuant to the Plan and the authorized forms of award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and I express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, I have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, I have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Dana B. Sykes

Dana B. Sykes, Esq.

Senior Vice President, General Counsel and

Secretary

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Hamilton Beach Brands Holding Company Non-Employee Directors’ Equity Compensation Plan (Amended and Restated Effective May 18, 2021) of our reports dated March 22, 2021, with respect to the consolidated financial statements and schedule of Hamilton Beach Brands Holding Company and the effectiveness of internal control over financial reporting of Hamilton Beach Brands Holding Company included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio

May 21, 2021

EXHIBIT 24.1

HAMILTON BEACH BRANDS HOLDING COMPANY

REGISTRATION STATEMENT ON FORM S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers of Hamilton Beach Brands Holding Company, a Delaware corporation (“Registrant”), does hereby constitute and appoint each of Gregory H. Trepp, Michelle O. Mosier, Dana B. Sykes and Derek R. Redmond, or any of them, each acting alone, as the true and lawful attorney-in-fact or agent, or attorneys-in-fact or agents, for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each undersigned, to execute and file (1) one or more Registration Statements on Form S-8 ( “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933 of Class A Common Stock, par value $0.01 per share, of the Registrant deliverable in connection with the Hamilton Beach Brands Holding Company Non-Employee Directors’ Equity Compensation Plan, as amended and restated effective May 18, 2021, (2) any and all amendments, including post-effective amendments, supplements and exhibits to the Form S-8 Registration Statement, and (3) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to securities covered by the Form S-8 Registration Statement, granting unto said attorneys-in-fact and agents, each of them, full power and authority to do and perform each and every act necessary, appropriate or desirable to be done in and about the premises to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, each of them, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 18^th day of May, 2021.


/s/ Gregory H. Trepp				/s/ Michelle O. Mosier
Gregory H. Trepp				Michelle O. Mosier
President, Chief Executive Officer and Director				Senior Vice President, Chief Financial Officer and Treasurer

/s/ Mark R. Belgya				/s/ J.C. Butler, Jr.
Mark R. Belgya				J.C. Butler, Jr.
Director				Director

/s/ Paul D. Furlow				/s/ John P. Jumper
Paul D. Furlow				John P. Jumper
Director				Director

/s/ Dennis W. LaBarre				/s/ Michael S. Miller
Dennis W. LaBarre				Michael S. Miller
Director				Director

/s/ Alfred M. Rankin, Jr.				/s/ Thomas T. Rankin
Alfred M. Rankin, Jr.				Thomas T. Rankin
Director				Director

/s/ James A. Ratner				/s/ Clara R. Williams
James A. Ratner				Clara R. Williams
Director				Director