As filed with the Securities and Exchange Commission on October 22, 2020
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STRATTEC SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
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Wisconsin
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39-1804239
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.)
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3333 West Good Hope Road
Milwaukee, Wisconsin
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53209
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(Address of principal executive offices)
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(Zip Code)
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AMENDED AND RESTATED STRATTEC SECURITY CORPORATION STOCK INCENTIVE PLAN
(Full title of the plan)
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Patrick J. Hansen
Senior Vice President and Chief Financial Officer
STRATTEC SECURITY CORPORATION
3333 West Good Hope Road
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Copy to:
Eric P. Hagemeier, Esq.
Reinhart Boerner Van Deuren s.c.
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Milwaukee, Wisconsin 53209
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1000 North Water Street
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(Name and address of agent for service)
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Suite 1700
Milwaukee, Wisconsin 53202
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414-247-3333
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414-298-1000
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(Telephone number, including area code of agent for service)
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Indicate by check mark whether the restraint 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 ☐
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Accelerated filer ☒
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Non-accelerated filer (Do not check if a smaller reporting company) ☐
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Smaller reporting company ☒
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Emerging growth company ☐
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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
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Amount to be
Registered
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Proposed maximum
offering price
per share
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Proposed maximum
aggregate offering
price
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Amount of
Registration
fee |
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Common Stock, $0.01 par value per share
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150,000 shares (1)
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$22.15 (2)
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$3,322,500 (2)
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$362.48 (2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Common Stock which become issuable under the Amended and Restated STRATTEC
SECURITY CORPORATION Stock Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any similar transaction effected without the receipt of any consideration by STRATTEC SECURITY CORPORATION (the
“Registrant”) which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.
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For the purpose of computing the registration fee, the Registrant has used $22.15 as the average of the high and low prices of the Common Stock as reported on October 16, 2020 on the NASDAQ Global Market for the offering price per share,
in accordance with Rules 457(c) and (h) under the Securities Act. The actual offering price will be determined in accordance with the terms of the Plan.
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PART II - INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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This Registration Statement has been filed to register additional shares of the Registrant’s common stock made available under the Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan by reason of an
amendment thereto approved by the shareholders of the Registrant. Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s earlier Registration Statements on Form S-8 (Registration Nos. 333-4300, 333-31002, 333-103219, 333-140715 and 333-199906) effective April 29,
1996, February 24, 2000, February 14, 2003, February 14, 2007 and November 6, 2014 are incorporated by reference and made a part hereof.
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Item 8.
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Exhibits.
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Amended and Restated Articles of Incorporation of the Company. (Incorporated by reference from the exhibit to the Form 10-K filed on September 7, 2017.)
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Amendment to Amended and Restated Articles of Incorporation of the Company. (Incorporated by reference from the exhibit to the Form 10-Q filed on November 7, 2019.)
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Amended By-Laws of the Company. (Incorporated by reference from the exhibit to the Form 8-K filed on October 7, 2005.)
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Opinion of Reinhart Boerner Van Deuren s.c. as to the legality of the common stock being registered.
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Consent of Independent Registered Public Accounting Firm.
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Consent of Reinhart Boerner Van Deuren s.c. (included in its opinion filed as Exhibit 5 hereto).
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Power of Attorney (included on the signature page hereto).
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Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan. (Filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on
September 3, 2020 and incorporated herein by reference.)
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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 Milwaukee, State of Wisconsin, on October 22, 2020.
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STRATTEC SECURITY CORPORATION
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By:
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/s/ Patrick J. Hansen
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Patrick J. Hansen, Senior Vice President and Chief
Financial Officer
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Each person whose signature appears below hereby constitutes and appoints Frank J. Krejci and Patrick J. Hansen, and each of them individually, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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 and necessary
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 either said attorney-in-fact and agent or his or her substitute may lawfully 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.
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Signature
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Title
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Date
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/s/ Frank J. Krejci
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President, Chief Executive
Officer and Director (Principal
Executive Officer)
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October 22, 2020
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Frank J. Krejci
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/s/ Patrick J. Hansen
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Senior Vice President, Chief
Financial Officer, Treasurer and
Secretary (Principal Financial
and Accounting Officer)
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October 22, 2020
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Patrick J. Hansen
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/s/ Harold M. Stratton II
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Chairman and Director
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August 19, 2020
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Harold M. Stratton II
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/s/ Michael J. Koss
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Director
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August 19, 2020
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Michael J. Koss
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/s/ Thomas W. Florsheim, Jr.
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Director
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August 19, 2020
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Thomas W. Florsheim, Jr.
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/s/ David R. Zimmer
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Director
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August 19, 2020
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David R. Zimmer
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Exhibit 5.1
REINHART BOERNER VAN DEUREN s.c.
1000 North Water Street
Milwaukee, WI 53202
October 22, 2020
3333 West Good Hope Road
Milwaukee, WI 53209
We are providing this opinion in connection with the Registration Statement of STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “Company”), on Form S-8 (the “Registration Statement”),
filed under the Securities Act of 1933, as amended (the “Act”), with respect to the proposed sale by the Company of up to an additional 150,000 shares of Company common stock, $0.01 par value per share (the
“Shares”), pursuant to the provisions of the Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan (the “Plan”).
We have examined (1) the Registration Statement; (2) the Company’s Amended and Restated Articles of Incorporation and By-Laws, in each case as amended to date; (3) the Plan; (4) the corporate proceedings relating to
the adoption of the Plan, the issuance of the Shares and the organization of the Company; and (5) such other documents and records as we have deemed necessary in order to render this opinion. In rendering this opinion, we have relied as to certain
factual matters on certificates of officers of the Company and of state officials.
Based upon the foregoing, it is our opinion that the Shares, when issued as and for the consideration contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of section 11 of the Act, or that we come within
the category of persons whose consent is required by section 7 of the Act.
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Yours very truly,
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REINHART BOERNER VAN DEUREN s.c.
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BY
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/s/ Eric P. Hagemeier
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Eric P. Hagemeier
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated September 3, 2020 relating to the financial statements of STRATTEC SECURITY CORPORATION and the effectiveness of STRATTEC SECURITY
CORPORATION’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of STRATTEC SECURITY CORPORATION for the year ended June 28, 2020.
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/s/ DELOITTE & TOUCHE LLP
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Milwaukee, Wisconsin
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October 22, 2020
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