Virginia
(State or other jurisdiction of incorporation or organization) |
54-1497771
(I.R.S. Employer Identification No.)
|
1100 Boulders Parkway
Richmond, Virginia (Address of Principal Executive Offices) |
23225
(Zip Code) |
Large accelerated filer
☐
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Accelerated filer
☒
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☐
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CALCULATION OF REGISTRATION FEE
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Title of each class
of securities to be
registered
|
Title of Plan
|
Amount to be
registered
(1)
|
Proposed
maximum
offering price
per share
(2)
|
Proposed
maximum
aggregate
offering price
(2)
|
Amount of
registration fee
|
Common stock, no par value
|
Tredegar Corporation 2018 Equity Incentive Plan
|
2,000,000 shares
|
$16.54
|
$33,080,000.00
|
$4,009.30
|
Common stock, no par value
|
Employee Inducement Awards
|
330,000
(3)
|
$16.54
|
$5,458,200.00
|
$661.53
|
Item 1. |
Plan Information.
|
Item 2. |
Registrant Information and Employee Plan Annual Information.
|
Item 3. |
Incorporation of Documents by Reference.
|
|
(i) |
the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 18, 2019;
|
|
(ii) |
the Company’s Current Report on Form 8-K, filed with the Commission on February 28, 2019; and
|
|
(iii) |
the Company’s Form 10, as amended, dated May 17, 1989, containing a description of the Company’s common stock, no par value.
|
Item 4. |
Description of Securities.
|
Item 5. |
Interests of Named Experts and Counsel.
|
Item 6. |
Indemnification of Directors and Officers.
|
Item 7. |
Exemption from Registration Claimed.
|
Item 8. |
Exhibits.
|
Item 9. |
Undertakings.
|
Exhibit No.
|
Description
|
Opinion of Hunton Andrews Kurth LLP as to the legality of the securities being registered.
|
|
Tredegar Corporation 2018 Equity Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement filed on March 22,
2018 (File No. 1-10258)).
|
|
Form of Notice of Nonstatutory Stock Option Grant and Nonstatutory Stock Option Terms and Conditions.
|
|
Form of Notice of Stock Award and Stock Award Terms and Conditions (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form
8-K filed on March 1, 2016 (File No. 1-10258)).
|
|
Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1).
|
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
|
|
Powers of Attorney (included on signature page
).
|
TREDEGAR CORPORATION
|
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By:
|
/s/ John M. Steitz
|
Name:
|
John M. Steitz
|
|
Title:
|
President and Chief Executive Officer
|
Signature
|
Title
|
/s/ John M. Steitz
(John M. Steitz)
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
/s/ D. Andrew Edwards
(D. Andrew Edwards)
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
/s/ Frasier W. Brickhouse, II
(Frasier W. Brickhouse, II)
|
Corporate Treasurer and Controller
(Principal Accounting Officer)
|
/s/ William M. Gottwald
(William M. Gottwald)
|
Chairman of the Board of Directors
|
/s/ George C. Freeman, III
(George C. Freeman, III)
|
Director
|
/s/ John D. Gottwald
(John D. Gottwald)
|
Director
|
/s/ Kenneth R. Newsome
(Kenneth R. Newsome)
|
Director
|
/s/ George A. Pratt
(Gregory A. Pratt)
|
Director
|
/s/ Thomas G. Snead, Jr.
(Thomas G. Snead, Jr.)
|
Director
|
/s/ Carl E. Tack, III
(Carl E. Tack, III)
|
Director
|
/s/ Anne G. Waleski
(Anne G. Waleski)
|
Director
|
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HUNTON ANDREWS KURTH LLP
RIVERFRONT PLAZA, EAST TOWER
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219-4074
TEL
804 • 788 • 8200
FAX 804 • 788 • 8218 |
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FILE NO: 044900.0000085
|
March 18, 2019
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Very truly yours,
|
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/s/ Hunton Andrews Kurth LLP
|
Name of Participant:
|
«F1»
|
Date of Grant:
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[___________], 2019
|
Number of Shares:
|
«Options» Shares of Common Stock
|
Option Price:
|
[$_____] per share
1
|
Type of Grant:
|
Nonstatutory Stock Option
|
Vesting Schedule:
|
Participant shall vest in all of the shares of Common Stock subject to this Option on _________ __, 2022
2
if Participant remains in the
continuous employ of Tredegar or an Affiliate from the Date of Grant until such date. The attached Nonstatutory Stock Option Terms and Conditions provide for accelerated vesting in certain circumstances.
|
Expiration Date:
|
[_________], 2024, unless terminated earlier in accordance with the attached Nonstatutory Stock Option Terms and Conditions.
3
|
Transferability:
|
This Option is transferable by
will or by the laws of descent and
distribution. This Option is also transferable in accordance with the provisions of Section 6.05 of Tredegar’s 2018 Equity Incentive Plan (the Plan) as if this Option had been granted under the Plan, but any such transferee may not
subsequently transfer this Option except by will or by the laws of descent and distribution.
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1
|
Option price will equal Date of Grant FMV per share multiplied by 1.0612.
|
2
|
Vesting Date will be the third anniversary of the Date of Grant.
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3
|
Expiration Date will be the fifth anniversary of the Date of Grant.
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TREDEGAR CORPORATION
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By: |
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Participant | ||
Date:
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