As filed with the Securities and Exchange Commission on March 4, 2015
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)
201
2
LONG-TERM
Incentive PLAN
(Full title of the plan)
Copy to: |
||
Victoria M. Holt |
W. Morgan Burns |
|
President and Chief Executive Officer |
Mark D. Pihlstrom |
|
Proto Labs, Inc. |
Faegre Baker Daniels LLP |
|
5540 Pioneer Creek Drive |
2200 Wells Fargo Center |
|
Maple Plain, MN 55359 |
90 South Seventh Street |
|
(763) 479-3680 |
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
|
|
Amount
|
|
Proposed
|
|
Proposed
|
|
Amount of
|
Common Stock, par value $0.001 per share |
775,143 shares(2) |
$71.40 |
$55,341,334 |
$6,430.66 |
(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 775,143 additional shares of Common Stock reserved for future issuance under the 2012 Long-Term Incentive Plan, as amended. |
(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 27, 2015. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering 775,143 shares of the Company’s common stock to be issued pursuant to the Proto Labs, Inc. 2012 Long-Term Incentive Plan, as amended (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, except for “Item 8. Exhibits,” the Registration Statements previously filed with the Securities and Exchange Commission relating to the Plan (File Nos. 333-179651 and 333-194272) are 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 4, 2015.
|
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 4, 2015 |
Lawrence J. Lukis |
|
|
|
|
|
|
|
|
|
/s/ VICTORIA M. HOLT |
|
President, Chief Executive Officer and Director |
|
March 4, 2015 |
Victoria M. Holt |
|
(principal executive officer) |
|
|
|
|
|
|
|
/s/ JOHN A. WAY |
|
Chief Financial Officer |
|
March 4, 2015 |
John A. Way |
|
(principal financial and accounting officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
March 4, 2015 |
Rainer Gawlick |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
March 4, 2015 |
John B. Goodman |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
March 4, 2015 |
Douglas W. Kohrs |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
March 4, 2015 |
Brian K. Smith |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
March 4, 2015 |
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 Proto Labs, Inc. |
||
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 ( 6 ) |
|
Power of Attorney |
||
99.1 ( 7 ) |
|
2012 Long-Term Incentive Plan, as amended as of November 12, 2014 |
||
99.2 ( 8 ) |
|
Form of Incentive Stock Option Agreement under 2012 Long-Term Incentive Plan |
||
99.3 ( 9 ) |
|
Form of Non-Statutory Stock Option Agreement (Directors) under 2012 Long-Term Incentive Plan |
||
99.4 ( 10 ) |
|
Form of Non-Statutory Stock Option Agreement (U.S. Employees) under 2012 Long-Term Incentive Plan |
||
99.5 (1 1 ) |
|
Form of Non-Statutory Stock Option Agreement (U.K. Employees) under 2012 Long-Term Incentive Plan |
||
99.6 ( 12 ) |
|
Form of Restricted Stock Unit Agreement (Directors) under 2012 Long-Term Incentive Plan |
||
99.7 ( 13 ) |
Form of Restricted Stock Agreement under 2012 Long-Term Incentive Plan for initial grant to Victoria M. Holt |
|||
99.8 (1 4 ) |
Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (U.S. Employees) |
|||
99.9 (1 5 ) |
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 24.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-194272), filed with the Commission on March 3, 2014, and incorporated by reference herein. |
(7) |
Previously filed as Exhibit 10.1 to the Registrant’s Form 8-K, filed with the Commission on November 13, 2014, and incorporated by reference herein. |
(8) |
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. |
(9) |
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. |
(10) |
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. |
(11) |
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. |
(12) |
Previously filed as Exhibit 99.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-194272), filed with the Commission on March 3, 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 6, 2014, and incorporated by reference herein. |
(14) |
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. |
(15) |
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 4, 2015
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 775,143 shares of common stock (the “Shares”) under the Proto Labs, Inc. 2012 Long-Term Incentive Plan, as amended (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, as amended, of Proto Labs, Inc. of our reports dated February 27, 2015, 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, 2014, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
February 27, 2015