As filed with the Securities and Exchange Commission on February 28, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INSTEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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North Carolina (State or other jurisdiction of incorporation or organization) |
1373 Boggs Drive Mount Airy, North Carolina 27030 (Address of principal executive offices) |
56-0674867 (I.R.S. Employer Identification Number) |
2015 EQUITY INCENTIVE PLAN
OF INSTEEL INDUSTRIES, INC.
(As Amended)
(Full title of the plan)
H.O. Woltz III
President and Chief Executive Officer
Insteel Industries, Inc.
1373 Boggs Drive
Mount Airy, North Carolina 27030
(336) 786-2141
(Name, address and telephone number, including area code,
of agent for service)
With copies to:
Christopher J. Gyves, Esq.
Womble Bond Dickinson (US) LLP
One West Fourth Street
Winston-Salem, North Carolina 27101
(336) 721-3600
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 | ☐ | Smaller reporting company | ☐ |
| Emerging growth 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
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Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee (2) |
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Common stock, no par value |
750,000 |
$21.30 |
$15,975,000 |
$2,073.56 |
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(1) |
This Registration Statement also registers additional securities to be offered or issued upon adjustment or changes made to the registered securities by reason of any stock splits, stock dividends or similar transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended. |
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(2) |
Pursuant to Rule 457(c) and Rule 457(h)(1), based on (i) the average ($21.30) of the high ($21.73) and low ($20.87) prices of the Company’s common stock on February 26, 2020, as reported on the Nasdaq Global Select Market. |
EXPLANATORY NOTE
On February 11, 2020, at the 2020 Annual Meeting of Shareholders of Insteel Industries, Inc. (the “Company”), the Company’s shareholders approved an amendment to the 2015 Equity Incentive Plan of Insteel Industries, Inc. (as amended, the “Plan”), which amendment, among other things, increased the aggregate number of shares of common stock of the Company (“Common Stock”) that may be issued under the Plan to 1,650,000 (resulting in an increase of 750,000 shares available for issuance under the Plan). This Registration Statement is being filed to register the additional shares of Common Stock that may be offered or sold to participants under the Plan as a result of the amendment approved by shareholders on February 11, 2020.
STATEMENT OF INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-202128, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 17, 2015, relating to the offer and sale of Common Stock under the Plan, are incorporated by reference into this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the SEC are incorporated herein by reference:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2019, filed with the SEC on October 25, 2019 (the “2019 Annual Report”);
(b) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2019, filed with the SEC on January 16, 2020;
(c) The Company’s Current Reports on Form 8-K filed with the SEC on November 12, 2019, December 19, 2019, February 11, 2020, and February 12, 2020;
(d) The description of the Company’s Common Stock, no par value, contained in the Company’s Registration Statement on Form 8-A, filed pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) with the SEC on November 4, 1992, including any amendment or report filed for the purpose of updating such description, including the Description of Securities filed as Exhibit 4.4 to the 2019 Annual Report; and
(g) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the period referred to in (a), above.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.
Item 8. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
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Number |
Description |
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4.1 |
Restated Articles of Incorporation for the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on May 2, 1985). |
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4.2 |
Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 3, 1988). |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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5 |
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23.1 |
Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5). |
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23.2 |
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24 |
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99.1 |
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99.2 |
2019 Declaration of Amendment to 2015 Equity Incentive Plan of Insteel Industries, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Insteel Industries, Inc. 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 Mount Airy, State of North Carolina, on February 28, 2020.
| INSTEEL INDUSTRIES, INC. | |||
| By: | /s/ H.O. Woltz III | ||
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H.O. Woltz III President and Chief Executive Officer |
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Each of the undersigned, being a director and/or officer of Insteel Industries, Inc. (the “Company”), hereby nominates, constitutes and appoints H.O. Woltz III and James F. Petelle, or either of them severally, to be his true and lawful attorney-in-fact and agent and to sign in his name and on his behalf in any and all capacities stated below, and to file with the SEC, a Registration Statement on Form S-8 (the “Registration Statement”) relating to the issuance of certain shares of the common stock, no par value, of the Company (the “Common Stock”) in connection with the 2015 Equity Incentive Plan of Insteel Industries, Inc., as amended, and to file any and all amendments, including post-effective amendments, exhibits and other documents and instruments in connection therewith, to the Registration Statement, making such changes in the Registration Statement as such attorney-in-fact and agent deems appropriate, and generally to do all such things on his or her behalf in any and all capacities stated below to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the SEC.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of February 28, 2020.
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/s/ H.O. Woltz III |
/s/ Michael C. Gazmarian |
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Name: |
H.O. Woltz III |
Name: |
Michael C. Gazmarian. |
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Title: |
President, Chief Executive Officer |
Title: |
Vice President, Chief Financial Officer |
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and Chairman of the Board |
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and Treasurer |
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(principal executive officer) |
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(principal financial officer) |
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/s/ Scot R. Jafroodi |
/s/ Abney S. Boxley III |
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Name: |
Scot R. Jafroodi |
Name: |
Abney S. Boxley III |
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Title: |
Chief Accounting Officer and |
Title: |
Director |
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Corporate Controller |
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(principal accounting officer) |
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/s/ Anne H. Lloyd |
/s/ W. Allen Rogers II |
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Name: |
Anne H. Lloyd |
Name: |
W. Allen Rogers II |
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Title: |
Director |
Title: |
Director |
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/s/ Jon M. Ruth |
/s/ Joseph A. Rutkowski |
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Name: |
Jon M. Ruth |
Name: |
Joseph A. Rutkowski |
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Title: |
Director |
Title: |
Director |
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/s/ G. Kennedy Thompson |
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Name: |
G. Kennedy Thompson |
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| Title: | Director | ||
Exhibit 5
[WBD Letterhead]
February 28, 2020
Insteel Industries, Inc.
1373 Boggs Drive
Mount Airy, North Carolina 27030
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Re: |
Registration Statement on Form S-8 Relating to the |
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2015 Equity Incentive Plan of Insteel Industries, Inc., as Amended |
Ladies and Gentlemen:
We have acted as counsel to Insteel Industries, Inc., a North Carolina corporation (the “Company”), in connection with the preparation of the Company’s above-referenced registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the 750,000 shares of the Company’s common stock, no par value (the “Shares”), which are proposed to be offered and sold pursuant to the 2015 Equity Incentive Plan of Insteel Industries, Inc., as amended (the “Plan”). This opinion is provided pursuant to the requirements of Item 8(a) of Form S-8 and Item 601(b)(5) of Regulation S-K.
As the Company’s counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s articles of incorporation and bylaws, each as amended to date, and minutes and records of the corporate proceedings of the Company relating to the filing of the Registration Statement and the issuance of the Shares, as provided to us by the Company, certificates of public officials and of representatives of the Company, and statutes and other instruments and documents, as a basis for the opinions hereinafter expressed. In rendering this opinion, we have relied upon certificates of public officials and representatives of the Company with respect to the accuracy of the factual matters contained in such certificates.
In connection with such examination, we have assumed (a) the genuineness of all signatures and the legal capacity of all signatories; (b) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies; and (c) the proper issuance and accuracy of certificates of public officials and representatives of the Company. In rendering opinions as to future events, we have assumed the facts and law existing on the date hereof.
Based on and subject to the foregoing, and having regard for such legal considerations as we deem relevant, it is our opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company, and, upon issuance, delivery and payment therefor in the manner contemplated by the Plan and the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.
This opinion is limited to the laws of the State of North Carolina, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to any reference to the name of our firm in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission thereunder.
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Very truly yours,
/s/ Womble Bond Dickinson (US) LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated October 25, 2019, with respect to the consolidated financial statements, schedule, and internal control over financial reporting included in the Annual Report on Form 10-K for the year ended September 28, 2019 of Insteel Industries, Inc., which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.
/s/ Grant Thornton LLP
Grant Thornton LLP
Charlotte, North Carolina
February 28, 2020
Exhibit 99.2
2019 DECLARATION OF AMENDMENT TO
2015 EQUITY INCENTIVE PLAN
OF
INSTEEL INDUSTRIES, INC.
THIS 2019 DECLARATION OF AMENDMENT is made effective as set forth herein by INSTEEL INDUSTRIES, INC. (the “Corporation”), to the Corporation’s 2015 Equity Incentive Plan (the “Plan”).
R E C I T A L S:
WHEREAS, the Board of Directors of the Corporation has deemed it advisable to (i) increase the number of shares of Common Stock available for Awards under the Plan; (ii) clarify the share recycling provisions of Section 5 of the Plan; (iii) amend Section 12 of the Plan to impose a minimum vesting requirement on Awards to non-employee directors; and (iv) modify Section 14 of the Plan to limit ratable vesting before the first anniversary of Awards to employees; and
WHEREAS, the Corporation desires to evidence such amendments by this 2019 Declaration of Amendment.
NOW, THEREFORE, IT IS DECLARED that, effective as of November 12, 2019, the Plan shall be and hereby is amended as follows; provided, however, that the amendments to Section 5 of the Plan described in Section 1(a) herein shall be subject to shareholder approval:
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1. |
Amendments to Section 5 (“Shares of Common Stock Subject to the Plan”). |
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(a) |
Section 5 of the Plan is hereby amended by deleting the first sentence thereof in its entirety and replacing it with the following: |
Subject to adjustments as provided in Section 5(c) herein, the number of shares of Common Stock that may be issued pursuant to awards shall not exceed in the aggregate 1,650,000 shares of authorized but unissued Common Stock (which aggregate number does not include any unused shares carried forward from the 2005 Equity Incentive Plan of Insteel Industries, Inc.); provided, however, that, of such number, (i) no more than 400,000 shares may be issued pursuant to the grant of Incentive Options and (ii) no more than 600,000 shares may be issued pursuant to the grant of “full-value” Awards (Restricted Stock, Restricted Stock Units and Performance Awards).
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(b) |
Section 5(a) of the Plan is hereby amended by adding the following sentence to the end of such section: |
For the avoidance of doubt, shares repurchased on the open market with the proceeds of the purchase price of an Award shall not become available for issuance under the Plan.
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2. |
Amendment to Section 12 (“Awards to Non-Employee Directors”). Section 12 is hereby amended by adding the following new Section 12(d): |
(d) Awards granted under the Plan to a non-employee director shall be subject to a minimum vesting or earning (collectively, “vesting”) period of one year (with no ratable vesting before the first anniversary of the date of grant) ; provided, however, that the Committee may provide for or permit acceleration of vesting of Awards in the event of a Participant’s death, Disability, Retirement or other termination of service, or in the event of a termination of a Participant’s service in connection with a Change of Control if such termination of service otherwise meets the requirements of paragraph 19 hereof.
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3. |
Amendment to Section 14 (“Restrictions on Awards”). Section 14(c) of the Plan is hereby deleted in its entirety and replaced by the following: |
(c) Awards granted under the Plan to a Participant who is an employee shall either be subject to (i) a minimum vesting or earning (collectively, “vesting”) period of three years (which may include installment vesting within such three-year period, provided that no portion of the Award may vest prior to one year after the date of grant); or (ii) one year (with no ratable vesting before the first anniversary of the date of grant) if vesting is based on performance criteria other than continued service; provided, however, that in the case of either (i) or (ii), the Committee may provide for or permit acceleration of vesting of Awards in the event of a Participant’s death, Disability, Retirement or other termination of service, or in the event of a termination of a Participant’s employment in connection with a Change in Control if such termination of employment otherwise meets with the requirements of paragraph 19 hereof.
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4. |
Continued Effect. Except as set forth herein, the Plan shall remain unchanged and in full force and effect. |
[signature page follows]
IN WITNESS WHEREOF, this 2019 Declaration of Amendment is executed on behalf of Insteel Industries, Inc. effective as of the day and year first above written.
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INSTEEL INDUSTRIES, INC. |
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By: |
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Michael C. Gazmarian |
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Vice President, Chief Financial Officer and Treasurer |
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ATTEST:
James F. Petelle
Secretary
[Corporate Seal]