Securities Registration: Employee Benefit Plan (s-8)
15 Août 2022 - 10:39PM
Edgar (US Regulatory)
As Filed With the Securities and Exchange Commission on August 15,
2022
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
SERVOTRONICS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
16-0837866 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
|
|
1110 Maple Street |
|
Elma, New York |
14059 |
(Address of Principal Executive Offices) |
(Zip Code) |
Servotronics, Inc. 2022 Equity Incentive Plan
(Full title of the plan)
William F. Farrell, Jr.
Chief Executive Officer
Servotronics, Inc.
1110 Maple Street
Elma, New York 14059
(Name and address of agent for service)
(716) 655-5990
(Telephone number, including area code of agent
for service)
Copies to:
Michael C. Donlon, Esq.
Bond, Schoeneck & King, PLLC
Avant Building, Suite 900
200 Delaware Avenue
Buffalo, New York 14202
(716) 416-7000
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
Large accelerated filer ¨ |
Smaller reporting company x |
Accelerated filer ¨ |
Emerging growth company ¨ |
Non-accelerated filer ¨ |
|
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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being
filed to register 200,000 shares of common stock, par value $0.20 per share (“Common Stock”), of Servotronics, Inc. which
have been reserved for issuance under the Servotronics, Inc. 2022 Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act. These documents and
the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Securities and Exchange Commission (the “Commission”)
allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an important part of this Registration Statement, and information
that we file later with the Commission will automatically update and supersede this information. We incorporate by reference the following
documents we have filed, or may file, with the Commission:
(1) the
description of our common stock contained in our Registration Statement on Form 8-B filed with the Commission on December 29, 1972, and
any amendment or report filed for the purpose of updating such description;
(2) our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on March 31, 2022;
(3) our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 filed with the Commission on May 16, 2022;
(4) our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 filed with the Commission on August 15, 2022;
(5) our
Current Reports on Form 8-K filed with the Commission on April 25, 2022, April 27, 2022 and June 15, 2022; and
(6) all
documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), after the date of this Registration Statement and prior to the termination of this offering of securities.
Any statement incorporated herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Under no
circumstances will any information filed under current item 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to current
item 9.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
| Item 4. | Description of Securities. |
Not applicable (the Common Stock is registered under
Section 12 of the Exchange Act).
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers |
Subsection (a) of Section 145 of the General Corporation
Law of the State of Delaware (referred to as the “DGCL”) empowers a corporation to indemnify any person who was or is a party
or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct
was unlawful.
Subsection (b) of Section 145 empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities
set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a
director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the
indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators.
Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify
such person against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a corporation’s
certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or
limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.
Our amended and restated certificate of incorporation
provides for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the DGCL, and our
bylaws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the DGCL.
In addition, we have entered into separate indemnification
agreements with our directors which may be broader than the specific indemnification provisions contained in the DGCL. These indemnification
agreements may require us, among other things, to indemnify our officers and directors against liabilities that may arise by reason of
their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements
also may require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which
they could be indemnified. In addition, we have purchased a policy of directors’ and officers’ liability insurance that insures
our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances. These indemnification
provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended (the “Securities Act”).
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
(a) The
undersigned Registrant hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) To
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;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, 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, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar
as indemnification for liabilities arising under the Securities Act 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 Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.
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 Elma,
New York, on August 15, 2022.
|
SERVOTRONICS, INC. |
|
|
|
|
|
By: |
/s/ William F. Farrell, Jr. |
|
|
William F. Farrell, Jr. |
|
|
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints William F. Farrell, Jr. as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to
be done by virtue hereof.
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:
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/ William F. Farrell, Jr. |
|
Chief Executive Officer and Director |
|
August 15, 2022 |
William F. Farrell, Jr. |
|
|
|
|
|
|
|
|
|
/s/ Lisa F. Bencel |
|
Chief Financial Officer |
|
August 15, 2022 |
Lisa F. Bencel |
|
|
|
|
|
|
|
|
|
/s/ Edward C. Cosgrove |
|
Director |
|
August 15, 2022 |
Edward C. Cosgrove |
|
|
|
|
|
|
|
|
|
/s/ Lucion P. Gygax |
|
Director |
|
August 15, 2022 |
Lucion P. Gygax |
|
|
|
|
|
|
|
|
|
/s/ Karen L. Howard |
|
Director |
|
August 15, 2022 |
Karen L. Howard |
|
|
|
|
|
|
|
|
|
/s/ Christopher M. Marks |
|
Director |
|
August 15, 2022 |
Christopher M. Marks |
|
|
|
|
|
|
|
|
|
/s/ Evan H. Wax |
|
Director |
|
August 15, 2022 |
Evan H. Wax |
|
|
|
|
Servotronics (AMEX:SVT)
Graphique Historique de l'Action
De Fév 2024 à Mar 2024
Servotronics (AMEX:SVT)
Graphique Historique de l'Action
De Mar 2023 à Mar 2024