Proto Labs Inc (Form: S-8, Received: 03/03/2014 16:02:28)

As filed with the Securities and Exchange Commission on March 3, 2014

Registration Number 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

PROTO LABS, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-1939628
(State of incorporation)	(IRS Employer Identification No.)

5540 Pioneer Creek Drive

Maple Plain, Minnesota 55359

(Address of Principal Executive Offices) (Zip Code)

2012 LONG-TERM Incentive Plan
(Full title of the plan)

Copy to:

Victoria M. Holt

President and Chief Executive Officer

Proto Labs, Inc.

5540 Pioneer Creek Drive

Maple Plain, MN 55359

(763) 479-3680

W. Morgan Burns

Mark D. Pihlstrom

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Stree t

Minneapolis, MN 55402-3901

(612) 766-7000

(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):

Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer (Do not check if a smaller reporting company) ☐		Smaller reporting company ☐

Calculation of Registration Fee


Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(3)	Proposed maximum aggregate offering price	Amount of registration fee

Common Stock, par value $0.001 per share	1,510,492 shares(2)	$79.29	$119,766,911	$15,425.98

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) of the Registrant

(2)	Represents 1,510,492 additional shares of Common Stock reserved for future issuance under the 2012 Long-Term Incentive Plan

(3)	Computed in accordance with Rule 457(h) and 457(c) of the Securities Act of 1933. Such computation is based on the average of the high and low prices as reported on the New York Stock Exchange on February 26, 2014.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering 1,510,492 shares of the Company’s common stock to be issued pursuant to the Proto Labs, Inc. 2012 Long-Term Incentive Plan (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, except for “Item 8. Exhibits,” the Registration Statement previously filed with the Securities and Exchange Commission relating to the Plan (File No. 333-179651) is incorporated by reference herein.

Part II—Information Required in the Registration Statement

Item 8. Exhibits

See the Exhibit Index following the signature page.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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 Maple Plain, State of Minnesota, on March 3, 2014.

	PROTO LABS, INC.

	By:	/s/ VICTORIA M. HOLT
		Victoria M. Holt
		President and Chief Executive Officer

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 dates indicated.

Signature	Title	Date


*	Chairman	March 3, 2014
Lawrence J. Lukis

/s/ VICTORIA M. HOLT	President, Chief Executive Officer and Director	March 3, 2014
Victoria M. Holt	(principal executive officer)

/s/ JOHN R. JUDD	Chief Financial Officer	March 3, 2014
John R. Judd	(principal financial and accounting officer)

*	Director	March 3, 2014
Matthew C. Blodgett

*	Director	March 3, 2014
Bradley A. Cleveland

*	Director	March 3, 2014
Rainer Gawlick

*	Director	March 3, 2014
John B. Goodman

*	Director	March 3, 2014
Douglas W. Kohrs

*	Director	March 3, 2014
Margaret A. Loftus

*	Director	March 3, 2014
Brian K. Smith

*	Director	March 3, 2014
Sven A. Wehrwein

By: /s/ VICTORIA M. HOLT

Victoria M. Holt

Attorney-in-Fact

* Signed on individual’s behalf by attorney-in-fact

EXHIBIT INDEX

Exhibit Number		Description

4.1 ⁽¹⁾		Third Amended and Restated Articles of Incorporation of Proto Labs, Inc.

4.2 ⁽²⁾		Amended and Restated By-Laws of Proto Labs, Inc.

4.3 ⁽³⁾		Form of certificate representing common shares of the Registrant

5.1 ⁽⁴⁾		Opinion of Faegre Baker Daniels LLP

23.1 ⁽⁵⁾		Consent of Faegre Baker Daniels LLP

23.2 ⁽⁴⁾		Consent of Ernst & Young LLP

24.1 ⁽⁴⁾		Power of Attorney

99.1 ⁽⁶⁾		2012 Long-Term Incentive Plan

99.2 ⁽⁷⁾		Form of Incentive Stock Option Agreement under 2012 Long-Term Incentive Plan

99.3 ⁽⁸⁾		Form of Non-Statutory Stock Option Agreement (Directors) under 2012 Long-Term Incentive Plan

99.4 ⁽⁹⁾		Form of Non-Statutory Stock Option Agreement (U.S. Employees) under 2012 Long-Term Incentive Plan

99.5 ⁽¹⁰⁾		Form of Non-Statutory Stock Option Agreement (U.K. Employees) under 2012 Long-Term Incentive Plan

99.6 ⁽⁴⁾		Form of Restricted Stock Unit Agreement (Directors) under 2012 Long-Term Incentive Plan

99.7 ⁽¹¹⁾		Form of Restricted Stock Agreement under 2012 Long-Term Incentive Plan for initial grant to Victoria M. Holt

99.8 ⁽¹²⁾		Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (U.S. Employees)

99.9 ⁽¹³⁾		Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (U.K. Employees)

(1)	Previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.
(2)	Previously filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.
(3)	Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 1, 2012, and incorporated by reference herein.
(4)	Filed herewith.
(5)	Included in Exhibit 5.1.
(6)	Previously filed as Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.
(7)	Previously filed as Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.
(8)	Previously filed as Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.
(9)	Previously filed as Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.
(10)	Previously filed as Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.
(11)	Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-35435), filed with the Commission on February 6, 2014, and incorporated by reference herein.
(12)	Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-35435), filed with the Commission on February 12, 2014, and incorporated by reference herein.
(13)	Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-35435), filed with the Commission on February 12, 2014, and incorporated by reference herein.

EXHIBIT 5.1

FAEGRE BAKER DANIELS LLP
90 South Seventh Street
Minneapolis, Minnesota 55402
Telephone (612) 766-7000
Facsimile (612) 766-1600

March 3, 2014

Board of Directors

Proto Labs, Inc.

5540 Pioneer Creek Drive

Maple Plain, MN 55359

Re: Proto Labs, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to the registration of an additional 1,510,492 shares of common stock (the “Shares”) under the Proto Labs, Inc. 2012 Long-Term Incentive Plan (the “Plan”), we have examined such corporate records and other documents, including the Registration Statement, and have reviewed such matters of law as we have deemed relevant hereto, and, based upon such examination and review, it is our opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares to be issued in accordance with the Plan and that, when issued and sold as contemplated in the Registration Statement and in accordance with the Plan and the award agreements thereunder, the additional Shares will be legally issued, fully paid and nonassessable.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. We have also assumed that the Company’s Board of Directors, or a duly authorized committee thereof, will have approved the issuance of each award under the Plan prior to the issuance thereof. As to any facts material this opinion which we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

The foregoing opinions are limited to the Business Corporation Act of the State of Minnesota and the federal laws of the United States of America.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

FAEGRE BAKER DANIELS LLP

By: /s/ Matthew R. Kuhn

Matthew R. Kuhn

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2012 Long-Term Incentive Plan of Proto Labs, Inc. of our reports dated February 28, 2014, with respect to the consolidated financial statements of Proto Labs, Inc. and the effectiveness of internal control over financial reporting of Proto Labs, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

February 28, 2014

EXHIBIT 24.1

PROTO LABS, INC.

POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER

Each of the undersigned directors and/or officers of Proto Labs, Inc., a Minnesota corporation (the “ Company ”), does hereby make, constitute and appoint Victoria M. Holt and John R. Judd, and each of them, either of whom may act without the joinder of the other, the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign on his or her behalf, individually and in the capacities stated below, a Registration Statement or Registration Statements on Form S-8 and all amendments, including post-effective amendments, thereto, to be filed by the Company with the U.S. Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock of the Company to be issued pursuant to the Company’s 2012 Long-Term Incentive Plan, the Company’s Employee Stock Purchase Plan, the Company’s 2000 Stock Option Plan and a Stock Subscription Warrant issued to John Tumelty, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, each of the undersigned directors and/or officers of Proto Labs, Inc. has hereunto set his or her hand this 3rd day of March, 2014.


/s/ Victoria M. Holt		President, Chief Executive Officer and Director
Victoria M. Holt

/s/ John R. Judd		Chief Financial Officer
John R. Judd

/s/ Matthew C. Blodgett		Director
Matthew C. Blodgett

/s/ Bradley A. Cleveland		Director
Bradley A. Cleveland

/s/ Rainer Gawlick		Director
Rainer Gawlick

/s/ John B. Goodman		Director
John B. Goodman

/s/ Douglas W. Kohrs		Director
Douglas W. Kohrs

/s/ Lawrence Lukis		Chairman
Lawrence Lukis

/s/ Margaret A. Loftus		Director
Margaret A. Loftus

/s/ Brian K. Smith		Director
Brian K. Smith

/s/ Sven A. Wehrwein		Director
Sven A. Wehrwein

EXHIBIT 99.6

PROTO LABS, INC.

2012 LONG-TERM INCENTIVE PLAN

Restricted Stock Unit Agreement

Proto Labs, Inc. (the “ Company ”), pursuant to its 2012 Long-Term Incentive Plan (the “ Plan ”), hereby grants to you, the Participant named below, a Stock Unit Award on the terms shown in the table below. The terms and conditions of this Stock Unit Award (this “ Award ”) are set forth in this Agreement, consisting of this cover page and the Stock Unit Agreement Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

Name of Participant:
Number of Stock Units:	Grant Date:
Vesting Schedule:

By signing or otherwise authenticating this cover page, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have reviewed these documents and that they set forth the entire agreement between you and the Company regarding this Award.

PARTICIPANT:		PROTO LABS, INC.

		By:
		Title:

Proto Labs, Inc.

2012 Long-Term Incentive Plan

Stock Unit Agreement

Terms and Conditions

1.	Vesting and Forfeiture .

(a)

The Company hereby grants to Participant on the Grant Date that number of Stock Units (“ Units ”) equal to the “Number of Stock Units” specified in the table above. Subject to Section 1(b), each Unit will vest as to the portion of Units and on the dates specified in the Vesting Schedule on the cover page to this Agreement, so long as your Service to the Company and its Affiliates does not end.

(b)

Vesting of the Units will be accelerated (i) upon the termination of your Service due to death or Disability, (ii) on the date a Change in Control occurs, so long as you have continuously provided Service to the Company between the Grant Date and the date of such Change in Control, and (iii) at the discretion of the Committee in accordance with Section 3(b)(2) of the Plan.

(c)

Except as otherwise expressly provided in this Agreement or the Plan, if you cease to continue providing Service to the Company or any Affiliate, then this Award shall terminate and all Units subject to this Award that have not yet vested shall be forfeited by Participant.

(d)

Each Unit that vests will entitle the Participant to receive one Share.

Nature of Units . The Units granted pursuant to this Award are bookkeeping entries only and do not provide the Participant with any dividend, voting or other rights of a shareholder of the Company. The Units shall remain forfeitable at all times unless and to the extent the vesting conditions set forth in this Agreement are satisfied.

Settlement of Units . As soon as practicable after any date on which Units vest, but no later than March 15 of the year following the calendar year in which the vesting date occurs, the Company shall cause to be issued to the Participant (or his or her beneficiary or personal representative) one Share in payment and settlement of each vested Unit. The Company will pay any original issue or transfer taxes with respect to the issue and transfer of Shares to you pursuant to this Agreement, and all fees and expenses incurred by it in connection therewith. All Shares so issued will be fully paid and nonassessable. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to issue or deliver any Shares prior to the completion of such registration or other qualification of such Shares under any state or federal law, rule or regulation as the Company may determine to be necessary or desirable.

Transfer of Units . You may not assign or transfer the Units other than a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan. Following any such transfer, the Units shall continue to be subject to the same terms and conditions that were applicable to the Units immediately prior to their transfer.

Discontinuance of Service . This Agreement does not give you a right to continued Service with the Company or any Affiliate, and the Company or any such Affiliate may terminate your Service at any time and otherwise deal with you without regard to the effect it may have upon you under this Agreement.

Governing Plan Document . This Agreement and the Units are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

7.	Choice of Law . This Agreement will be interpreted and enforced under the laws of the state of Minnesota (without regard to its conflicts or choice of law principles).

8.	Binding Effect . This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

By signing or otherwise authenticating the cover page of this Agreement, you agree to all the terms and conditions described above and in the Plan document.