As filed with the Securities and Exchange Commission on July 30, 2024
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________________________________
LUXFER HOLDINGS PLC
(Exact name of Registrant as specified in its Charter)
_____________________________________________
| | | | | |
| England and Wales | 98-1024030 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
8989 North Port Washington Road, Suite 211 Milwaukee, WI 53217 Telephone: +1 (414) 269-2419 |
| (Address of principal executive offices, including zip code) |
_____________________________________________
Luxfer Holdings PLC
Non-Executive Directors Equity Incentive Plan
(Full Title of the Plan)
_____________________________________________
Megan E. Glise
General Counsel and Company Secretary
Luxfer Holdings PLC
8989 North Port Washington Road, Suite 211
Milwaukee, WI 53217
Telephone: +1 (414) 269-2419
(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, 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.
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| 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. | ☐ |
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
The purpose of this Registration Statement is to register 300,000 additional Ordinary Shares of Luxfer Holdings PLC (the “Registrant”) in connection with the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan, as amended and restated June 6, 2024.
Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-265474), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
(5) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (1) above; and
(6) The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-35370) filed by the Registrant with the Commission on December 8, 2011 pursuant to Section 12(b) of the Exchange Act, and any amendment or report filed for the purpose of updating such description.
In addition, all reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any document or any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| | | | | |
| Exhibit Number | Description |
4.1 (1) | |
4.2 (2) | |
| 5.1 * | |
| 23.1 * | Consent of Fried, Frank, Harris, Shriver & Jacobson (London) LLP (included as part of its Opinion, filed as Exhibit 5.1 hereto). |
| 23.2 * | |
| 24.1 | Power of Attorney (contained on signature page hereto). |
| 107 * | |
___________
(1)Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No. 001-35370), filed with the Commission on July 30, 2024.
(2)Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-35370), filed with the Commission on June 11, 2024.
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Manchester, United Kingdom, on the 30th day of July, 2024.
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| LUXFER HOLDINGS PLC |
| |
| Date: July 30, 2024 | By: | /s/ Andrew Butcher |
| Andrew Butcher |
| Chief Executive Officer |
POWER OF ATTORNEY
The Registrant and each person whose signature appears below constitutes and appoints Andrew Butcher and Megan E. Glise, or either of the foregoing acting alone, as his, her or its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, her or it and in his, her, or its name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any and all amendments thereto (including post-effective amendments), 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 requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
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 and on the dates indicated.
| | | | | | | | |
| Name | Title | Date |
/s/ Andrew Butcher
Andrew Butcher | Director and Chief Executive Officer (Principal Executive Officer) | July 30, 2024 |
/s/ Patrick K. Mullen
Patrick K. Mullen | Chairman of the Board and Director | July 30, 2024 |
/s/ Clive J. Snowdon
Clive J. Snowdon | Director | July 30, 2024 |
/s/ Richard J. Hipple
Richard J. Hipple | Director | July 30, 2024 |
/s/ Sylvia A. Stein
Sylvia A. Stein | Director | July 30, 2024 |
/s/ Lisa G. Trimberger
Lisa G. Trimberger | Director | July 30, 2024 |
/s/ Stephen M.D. Webster
Stephen M.D. Webster | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | July 30, 2024 |
/s/ Andrew Butcher
Andrew Butcher | Authorized U.S. Representative | July 30, 2024 |
Exhibit 107
CALCULATION OF FILING FEE TABLES
Form S-8
(Form Type)
LUXFER HOLDINGS PLC
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit (2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Ordinary Shares, nominal value of £0.50 each, reserved for issuance pursuant to the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan | 457(c) & 457(h) | 300,000 | $12.73 | $3,819,000.00 | .0001476 | $563.69 |
| Total Offering Amounts | $3,819,000.00 | | $563.69 |
| Total Fee Offsets | | | N/A |
| Net Fee Due | | | $563.69 |
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Ordinary Shares, nominal value of £0.50 each (“Ordinary Shares”) that become issuable under the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of outstanding Ordinary Shares.
(2) Estimated pursuant to Rules 457(c) and 457(h) of the Securities Act based on the average of the high and low sales prices per Ordinary Share as reported on the New York Stock Exchange on July 24, 2024.
Exhibit 5.1
30 July 2024
To:
Luxfer Holdings PLC
Lumns Lane
Manchester M27 8LN
United Kingdom
Dear Sirs,
1.INTRODUCTION
1.1 We have acted as English law legal advisers to Luxfer Holdings PLC (the "Company"), a public limited company incorporated under the laws of England and Wales, in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, on 30 July 2024 relating to the registration of an additional 300,000 ordinary shares of £0.50 each (the “Shares”), which may be issued pursuant to the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan, as amended and restated on 6 June 2024 (the “Equity Incentive Plan”).
2. HEADINGS AND DEFINITIONS
2.1 Headings in this opinion (the “Opinion Letter”) are for ease of reference only and shall not affect its interpretation.
2.2 References in this Opinion Letter to “Awards”, “Award Agreements” and “Participants” shall have the same meanings given to them in the Equity Incentive Plan.
3. DOCUMENTS EXAMINED AND SEARCHES
3.1 For the purposes of this Opinion Letter, we have examined the following documents (together, the “Opinion Documents”):
(a) the Registration Statement;
(b) the Equity Incentive Plan;
(c) copies, certified by the secretary of the Company pursuant to the secretary’s certificate set out at the Appendix hereto (the “Secretary’s Certificate”), to be true, complete and up-to-date copies, of the certificate of incorporation of the Company dated 31 December 1998, the certificate of incorporation on change of name and re-registration of the Company as a public company dated 1 April 1999 and the current articles of association adopted on 29 July 2022 (the "Articles");
(d) copies, certified by the secretary of the Company pursuant to the Secretary’s Certificate, to be true and complete copies of the written resolutions of the board of directors (the “Board”) and the Remuneration Committee of the Board circulated on 25 April 2024 (the "Board Resolutions"); and
(e) a copy, certified by the secretary of the Company pursuant to the Secretary’s Certificate, to be a true and complete copy of the resolutions of the shareholders of the Company
passed at the annual general meeting of the Company on 6 June 2024 (the "Shareholder Resolutions" and together with the Board Resolutions, the “Corporate Approvals”).
3.2 The Company has confirmed to us that all material information has been disclosed by the Company to us for the purposes of this Opinion Letter and that the Shares are not and are not intended to be admitted to trading on any market or exchange, or otherwise listed, in the United Kingdom.
3.3 On 30 July 2024, we carried out a company search of the Company's records held at Companies House, Cardiff, which revealed no order or resolution for the winding-up and no notice of the appointment of a receiver or administrator of the Company. This search would not, however, reveal the presentation of a winding-up petition. We also made a telephone enquiry to the Companies Court in London on 30 July 2024, which informed us that it has on its Central Registry no record of the presentation of any compulsory winding-up petitions or of any application or order, or filing any documents with the court, for the appointment of an administrator relating to the Company.
3.4 The documents, records and searches referred to above are the only documents and records we have examined and the only searches we have carried out for the purposes of this Opinion Letter.
4. LIMITATIONS TO OPINION
4.1 We have not investigated the laws of any country other than England and we assume that (a) no foreign law and (b) no directive or regulation or ruling of the European Commission or the European Court of Justice (save to the extent incorporated into English law) affects any of the conclusions stated below and no opinion is expressed or implied as to the laws of any other territory. This Opinion Letter is given only with respect to English law as applied by the English courts as at today's date and not its conflict of laws rules. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this Opinion Letter that may affect the opinions expressed herein. This Opinion Letter and all non-contractual obligations arising out of or in connection with this Opinion Letter shall be governed by and construed in accordance with English law.
4.2 We express no opinion as to matters of fact (including, without limitation, the accuracy and completeness of all statements made in the Secretary’s Certificate).
4.3 The opinions given in this Opinion Letter are strictly limited to the matters stated in paragraph 6 (Opinion) and do not extend to any other matters. We express no opinion as to any liability to tax which may arise or be suffered as a result of or in connection with the Opinion Documents or the transactions contemplated thereby. Furthermore, we express no opinion as to whether a foreign court will act in accordance with the parties' agreement as to jurisdiction and/or choice of law.
5. ASSUMPTIONS
In giving the opinions in this Opinion Letter, we have assumed:
5.1 the genuineness of all signatures, stamps and seals upon the Opinion Documents;
5.2 the authenticity and completeness of all documents submitted to us (whether as originals or copies and whether in electronic form or otherwise) and that such documents remain up to date;
5.3 that all copy documents (including those transmitted electronically) submitted to us are complete and conform to the originals;
5.4 that each party to the Opinion Documents has the capacity, power, authority and legal right to execute, deliver, exercise its rights and perform its obligations under the Opinion Documents and has duly executed and unconditionally delivered (in each case under all applicable laws) such Opinion Documents;
5.5 that, save for those documents listed in paragraph 3 (Documents Examined and Searches), there is no other agreement, instrument or other arrangement (written or oral) between any of the parties and/or any other person or any other matter, event or information which modifies or supersedes any of the conclusions stated in this Opinion Letter;
5.6 that each of the obligations of each of the parties (including the Company) under the Opinion Documents constitutes a valid and legally binding obligation enforceable against all parties thereto in accordance with its terms under the laws of all applicable jurisdictions;
5.7 that the certificates and other documents to which we refer or have expressed reliance on in this Opinion Letter remain accurate, up to date and have not been varied or rescinded and are in full force and effect;
5.8 that, where a document has been examined by us in draft, specimen, or certificated form, it has or will be executed in the form of that draft, specimen or certificate;
5.9 that none of the Opinion Documents has been entered into in connection with money laundering or any other unlawful activity;
5.10 that the Company has fully complied with its obligations under all applicable money laundering legislation;
5.11 that the steps taken by which any person (which is not originally a party to an Opinion Document) becomes entitled to any rights under any of the other Opinion Documents (including, without limitation, with respect to the issuance of Awards and the entry into any Award Agreements and any exercise thereof by Participants), in each case (A) comply with the provisions of the relevant Opinion Documents, (B) are within the capacity and powers of, and are duly authorised and executed by, each of the relevant parties and (C) would be valid, legal and binding obligations enforceable against such person;
5.12 that no additional matters would have been disclosed by company searches at Companies House or the Companies Court being carried out since the carrying out of the searches referred to in paragraph 3 (Documents Examined and Searches) above which would affect the opinions stated below and that the particulars disclosed by our searches are true, complete and up to date. The searches and enquiries may be unreliable. In particular, without limitation, they are not conclusively capable of disclosing whether or not a resolution has been passed, an appointment made or insolvency proceedings have been commenced in England nor do they indicate whether or not insolvency proceedings have begun elsewhere;
5.13 that no step has been taken to wind up, strike off or dissolve the Company or appoint an administrator or receiver or nominee or supervisor in respect of a company voluntary arrangement or similar official in respect of the Company or any of its assets which has not been revealed by our searches referred to above;
5.14 that the Company was not insolvent (i.e. unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986) at the time it carried out the actions pursuant to the Corporate
Approvals and entered into each Opinion Document to which it is a party and did not as a consequence of any Opinion Document or the actions to be carried out pursuant to the Corporate Approvals by the Company become unable to pay its debts as they fell due within the meaning of that section;
5.15 that any and all consents, approvals, notices, filings and registrations that are necessary under any applicable laws or regulations (other than laws or regulations of England) in order to permit the performance of the actions to be carried out pursuant to the Corporate Approvals have been or will be duly made or obtained;
5.16 that the correct procedure was carried out in relation the circulation of the Board Resolutions referred to in paragraph 3 (Documents Examined and Searches) (including that such resolutions were duly circulated to each then member of the Board of the Company and/or the Renumeration Committee, as applicable) and the Board Resolutions were validly signed by each relevant director, validly passed and remain in full force and effect without modification or rescission;
5.17 that the Shareholder Resolutions referred to in paragraph 3 (Documents Examined and Searches) were validly passed;
5.18 that (A) the actions to be carried out pursuant to the Corporate Approvals by the Company, and the entry into and performance by the Company of the Opinion Documents to which it is a party, is most likely to promote the success of the Company for the benefit of its members as a whole and is for proper purposes, (B) there are reasonable grounds for believing that the actions to be carried out pursuant to the Corporate Approvals by the Company and the entry into and performance by the Company of the Opinion Documents are most likely to promote the success of the Company for the benefit of its members as a whole, and (C) the directors of the Company exercised their powers bona fide in the interests of the Company and for proper purposes and otherwise in accordance with their duties under all applicable laws and the Articles;
5.19 that all applicable provisions of the Financial Services and Markets Act 2000 and all applicable regulations made under it including the rules, requirements, directions and guidance issued by the Prudential Regulation Authority or the Financial Conduct Authority have and will be complied with in respect of each of the Opinion Documents;
5.20 that each of the Opinion Documents has been entered into for bona fide commercial reasons and on arm's length terms by each of the parties thereto;
5.21 that the binding effect of the Opinion Documents on the Company is not affected by duress, undue influence, mistake, the doctrine of estoppels or the unlawful activity of any person;
5.22 where applicable, the Opinion Documents to which the Company is a party have the same meaning under English law as they have under the foreign law that governs them;
5.23 that the Equity Incentive Plan was validly adopted, the Awards are (or will be) validly granted by the Company, Awards shall be validly exercised by the relevant Participants and the Company shall comply with its obligations under the Equity Incentive Plan including the issuance of Shares to Participants in accordance with the terms of the Equity Incentive Plan; and
5.24 that the Shares, when issued, will be either:
(a) issued in accordance with the Corporate Approvals, the Articles and the Equity Incentive Plan by being transferred out of treasury to the relevant Participant(s) in reliance on (and within the limits of) the dis-application of pre-emption rights approved by the Company’s
shareholders pursuant to the Shareholder Resolutions (or any subsequent dis-application of pre-emption rights approved by the Company’s shareholders); or
(b) allotted and issued to the relevant Participants in accordance with the Corporate Approvals, the Articles and the Equity Incentive Plan at an issue price per Share not less than the nominal value of each Share.
6. OPINION
Based upon the foregoing and the assumptions in paragraph 5 (Assumptions) (which we have taken no steps to verify) and subject to any matters not disclosed to us and to the qualifications set out in paragraph 7 (Qualifications) below, we are of the opinion that at the date hereof:
6.1 the Company has been incorporated and is existing as a public limited company under the laws of England; and
6.2 the Shares to be registered pursuant to the Registration Statement to be issued by the Company have been duly authorised and, when issued, delivered and paid for in accordance with the terms of the Equity Incentive Plan and when the names of the holders of the Shares issued pursuant to the Equity Incentive Plan are entered into the Company’s register of members and subject to receipt by the Company of the aggregate issue price in respect of such Shares, the Shares will be validly issued, fully paid and non-assessable.
7. QUALIFICATIONS
The opinions in this Opinion Letter are subject to the qualifications and reservations set out below.
7.1 Insolvency: The opinions in this Opinion Letter are subject to any limitations arising from insolvency, bankruptcy, administration, moratorium, reorganisation and other laws affecting creditors' rights generally.
7.2 Oral Amendments: An agreement may be amended or waived orally or by a course of conduct by the parties thereto notwithstanding provisions therein to the contrary.
7.3 Sanctions: If a party to an Opinion Document is controlled by or otherwise connected with a person (or is itself) subject to United Nations, European Union or UK restrictive measures (together, “Applicable Sanctions”) implemented or effective in the United Kingdom, including under the United Nations Act 1946, the Emergency Laws (Re-enactments and Repeals) Act 1964, the Anti-Terrorism, Crime and Security Act 2001, the European Communities Act 1972, the Treaty on European Union and the Treaty on the Functioning of the European Union or by any other relevant law or in any other way the target of any Applicable Sanctions, then the obligations of a company to that party (or if that party is a company, the obligations of that company) under the relevant Opinion Documents may be unenforceable or void.
7.4 Restriction on Statutory Powers: Any provision of any Opinion Document which constitutes, or purports to constitute, a restriction on the exercise of any statutory power by any party to an Opinion Document or any other person may be ineffective.
7.5 Secretary’s Certificate: In giving this Opinion Letter we have relied (without further enquiry or investigation) upon the Certificate relating to the factual matters set out therein.
7.6 Representations and Warranties: We express no opinion as to the accuracy of any representation or warranty made in the Opinion Documents save insofar as any matters
represented or warranted are the subject of a specific opinion in this Opinion Letter and are matters of law and not fact.
7.7 Non-Assessable Shares: The term “non-assessable”, which has no recognised meaning in English law, for the purposes of this Opinion Letter means that, under the Companies Act 2006, the Articles and any resolution of the Company or its Board (or any committee thereof) approving the issue of Shares, no present or future holder of such Shares will be subject to personal liability, by reason of being such a holder, for additional payments or calls for further funds by the Company or any other person.
8. BENEFIT
8.1 We hereby consent to the filing of this Opinion Letter as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
8.2 This Opinion Letter was prepared for the Company in response to its instructions (or instructions given to us on its behalf). We have not considered the particular circumstances of any beneficiary of this Opinion Letter or the effect of these circumstances on the agreements to which this Opinion Letter relates save as expressly referred to herein.
Yours faithfully,
| | |
| /s/ Fried, Frank, Harris, Shriver & Jacobson (London) LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Luxfer Holdings PLC report dated February 27, 2024, relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Luxfer Holdings PLC's Annual Report on Form 10-K for the year ended December 31, 2023.
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| | /s/ PricewaterhouseCoopers LLP |
| Manchester, England |
| July 30, 2024 |
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