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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WSI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Minnesota
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41-0691607 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
213 Chelsea Road
Monticello, Minnesota 55362
(Address of principal executive offices and zip code)
WSI INDUSTRIES, INC.
2005 Stock Plan
(Full title of the Plan)
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Copy to: |
Michael J. Pudil, President, Chief
Executive Officer
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Charles P. Moorse |
WSI Industries, Inc.
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Lindquist & Vennum, P.L.L.P. |
213 Chelsea Road
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4200 IDS Center |
Monticello, Minnesota 55362
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80 South 8th Street |
(763) 295-9202
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Minneapolis, Minnesota 55402 |
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(612) 371-3211 |
(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):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Amount of |
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Title of Each Class of |
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Amount to be |
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Offering Price |
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Aggregate |
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Registration |
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Securities to be Registered |
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Registered |
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Per Share (1) |
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Offering Price (1) |
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Fee |
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Common Stock, par value $0.10 per share |
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200,000 |
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3.01 |
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602,000 |
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23.66 |
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(1) |
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Estimated solely for the purpose of determining the registration fee pursuant to Rule
457(c) and (h) and based upon the closing price of the Companys Common Stock on the Nasdaq
Capital Market on November 25, 2008. |
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and 2 of
Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference:
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(a) |
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The Companys Annual Report on Form 10-K for the fiscal
year ended August 31, 2008; |
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(b) |
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Definitive Proxy Statement dated December 3, 2007 for
the 2008 Annual Meeting of WSI Industries, Inc. Shareholders held on
January 9, 2008; and |
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(c) |
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The description of the Companys common stock contained in its
Registration Statements filed pursuant to Section 12 of the Securities Exchange
Act of 1934 and any amendment or report filed to update such description filed
subsequent to the date hereof and prior to the termination of the offering of
the common stock offered hereby. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 prior to the completion or termination of
this offering of shares of Common Stock shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
The description of the Companys Common Stock to be offered pursuant to this
Registration Statement has been incorporated by reference into this Registration
Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Statutes and Article VII, Section 6 of the Companys
Bylaws require, among other things, indemnification of persons made or threatened to be made
a party to a proceeding by reason of acts or omissions performed in their official capacity
as an officer, director, employee or agent of the Company against judgments, penalties and
fines (including attorneys fees) if such person is not otherwise indemnified, acted in good
faith, received no improper benefit, reasonably believed that such conduct was in the best
interests of the Company, and, in the case of criminal proceedings, had no reason to believe
the conduct was unlawful. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment by the Company, upon written request, of reasonable expenses in advance of
final disposition in
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certain instances if a decision as to required indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a disinterested quorum is
present, or by a designated committee of the Board, by special legal counsel, by the
shareholders or by a court. The Company also maintains an insurance policy or policies to
assist in funding indemnification of directors and officers for certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
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4.1
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WSI Industries, Inc. 2005 Stock Plan, as amended through January 9, 2008 |
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5.1
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Opinion of Lindquist & Vennum P.L.L.P. |
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23.1
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Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1) |
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23.2
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Consent of Schechter Dokken Kanter Andrews & Selcer Ltd. |
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24.1
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Power of Attorney (included on signature page) |
Item 9. Undertakings.
(a) The Company hereby undertakes to:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) Include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers, and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Monticello, State of Minnesota, on November 28, 2008.
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WSI INDUSTRIES, INC.
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By: |
/s/ Michael J. Pudil
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Michael J. Pudil |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
The undersigned officers and directors of WSI Industries, Inc. hereby constitute and appoint
Michael J. Pudil and Paul D. Sheely, each acting alone, with power to act as our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our
stead, in any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities indicated on November
28, 2008.
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/s/ Michael J. Pudil
Michael J. Pudil |
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Chief Executive Officer, President
(principal executive officer), Director |
/s/ Paul D. Sheely
Paul D. Sheely |
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Vice President and Chief Financial Officer
(principal financial and accounting officer) |
/s/ Paul Baszucki
Paul Baszucki |
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Director |
/s/ Thomas C. Bender
Thomas C. Bender |
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Director |
/s/ Eugene J. Mora
Eugene J. Mora |
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Director |
/s/ Burton F. Myers II
Burton F. Myers II |
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Director |
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