Registration
No. ________
As
filed
with the Securities and Exchange Commission on February 14, 2007
60;
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)
|
Wisconsin
|
39-1804239
|
|
|
(State
of Incorporation)
|
I.R.S.
Employer I.D. No.
|
|
3333
West Good Hope Road
Milwaukee,
Wisconsin
|
53209
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
AMENDED
AND RESTATED STRATTEC SECURITY CORPORATION STOCK INCENTIVE PLAN
(Full
title of the plan)
Patrick
J. Hansen
Senior
Vice President, Chief Financial Officer, Treasurer and Secretary
STRATTEC
SECURITY CORPORATION
3333
West
Good Hope Road
Milwaukee,
Wisconsin 53209
(Name
and
address of agent for service)
(414)
247-3333
(Telephone
number, including area code,
of
agent
for service)
____________
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities
to
be Registered
|
Amount
to be Registered
|
Proposed
maximum offering price
per
share
|
Proposed
maximum aggregate offering price (3)
|
Amount
of fee
|
|
Common
Stock, $0.01 par value per share
|
100,000 shares
(1)
|
$45.83
(2)(3)
|
$4,583,000
(2)(3)
|
$490.38
(2)(3)
|
|
(1)
|
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 that 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") and results in any increase
in the
number of shares of the Registrant's Common Stock
outstanding.
|
[Cover
page 1 of 2 pages]
|
(2)
|
Estimated
in accordance with Rules 457(c) and 457(h) under the Securities Act
solely
for the purpose of calculating the registration fee. In accordance
with
Rules 457(c) and 457(h), the computation is based on the average
of the
high and low prices of the Common Stock as reported on The NASDAQ
Stock
Market on February 12, 2007.
|
|
(3)
|
The
actual offering price will be determined in accordance with the terms
of
the Plan.
|
[Cover
page 2 of 2 pages]
PART
II -
INFORMATION REQUIRED IN THE
REGISTRATION
STATEMENT
Item
3. Incorporation
of Documents by Reference.
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 and 333-103219) effective
April 29, 1996, February 24, 2000 and February 14, 2003 are incorporated by
reference and made a part hereof.
Item
8. Exhibits.
See
Exhibit Index.
3
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 February 14, 2007.
STRATTEC
SECURITY CORPORATION
BY
/s/
Harold M. Stratton
II
Harold M. Stratton II, Chairman, President and
Chief Executive Officer
POWER
OF
ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Harold
M.
Stratton II 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 and in his 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
might or could do in person, hereby ratifying and confirming all that either
said attorney-in-fact and agent or his 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.
|
Signature
|
Title
|
Date
|
|
/s/
Harold M. Stratton
II
Harold
M. Stratton II
|
Chairman
of the Board, President, Chief Executive Officer and Director (Principal
Executive Officer)
|
February
13, 2007
|
|
/s/
Patrick J.
Hansen
Patrick
J. Hansen
|
Senior
Vice President, Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer)
|
February
13, 2007
|
|
/s/
Frank J.
Krejci
Frank
J. Krejci
|
Director
|
February
13, 2007
|
|
/s/
Michael J.
Koss
Michael
J. Koss
|
Director
|
February
13, 2007
|
|
/s/
Robert
Feitler
Robert
Feitler
|
Director
|
February
13, 2007
|
|
/s/
David R.
Zimmer
David
R. Zimmer
|
Director
|
February
13, 2007
|
4
INDEX
TO
EXHIBITS
|
Exhibit
No.
|
Description
|
|
4.1(1)
|
Amended
and Restated Articles of Incorporation of the Company
|
|
4.2(2)
|
By-Laws
of the Company
|
|
4.3(3)
|
Promissory
note dated as of November 1, 2006 by and between the Company and
M&I
Bank
|
|
5.1
|
Opinion
of Reinhart Boerner Van
Deuren s.c. as to the legality of the common stock being
registered.
|
|
23.1
|
|
|
24
|
Power
of Attorney*
|
______________________________
* Incorporated
by reference to the signature page of this Registration Statement.
(1)
Incorporated
by reference from Amendment No. 2 to the Form 10 filed on February 6,
1995.
(2)
Incorporated
by reference from the Form 8-K filed on October 7, 2005.
(3)
Incorporated
by reference from the December 31, 2006 Form 10-Q filed on February 1,
2007.
5
Exhibit
5.1
REINHART
BOERNER VAN DEUREN s.c.
1000
North Water Street
Milwaukee,
WI 53202
February
14, 2007
3333
West
Good Hope Road
Milwaukee,
WI 53209
Gentlemen: &#
160; Re: Registration
Statement on Form S-8
In
such
capacity, we have examined, among other documents, the Amended and Restated
Articles of Incorporation and By-Laws of the Company and the Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
the date hereof or shortly hereafter (the “Registration Statement”), to effect
the registration of the Shares under the Securities Act of 1933, as amended
(the
“Act”). In making our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the
conformity to originals of all documents submitted to us as certified or
photostatic copies and the capacity of each party executing a document to so
execute such document.
Based
upon the foregoing, and upon such further examination as we have deemed relevant
and necessary, we are of the opinion that the Shares have been legally and
validly authorized under the Amended and Restated Articles of Incorporation
of
the Company and the laws of the State of Wisconsin and, when issued and
delivered and as provided under applicable Wisconsin law, the Registration
Statement and the Company’s Amended and Restated Articles of Incorporation and
By-Laws, will be validly issued and outstanding and fully paid and
nonassessable, except as set forth in section 180.0622(2)(b) of the
Wisconsin Business Corporation Law, as interpreted, which provides that
shareholders of the Company may be personally liable in an amount equal to
the
par value of their shares for all debts owing to employees of the Company for
services performed for the Company, but not to exceed six months' service in
any
one case.
This
opinion is furnished to you in connection with the filing of the Registration
Statement, and is not to be used, circulated, quoted or otherwise relied upon
for any other purpose.
We
hereby
consent to the use of our name wherever it appears in the Registration Statement
and to the filing of a copy of this opinion as an exhibit thereto. In giving
our
consent, we do not admit that we are "experts" within the meaning of
section 11 of the Act or within the category of persons whose consent is
required by section 7 of the Act.
Yours
very truly,
REINHART
BOERNER VAN DEUREN s.c.
BY
/s/
James M.
Bedore
James M. Bedore
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby
consent to the incorporation by reference in this Registration Statement of
STRATTEC SECURITY CORPORATION (the "Company") on Form S-8, relating to the
Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan, of
our
reports dated August 22, 2006, on the consolidated financial statements of
the Company, management's assessment of internal control over financial
reporting and the effectiveness of internal control over financial reporting
as
of July 2, 2006, which appear in the annual report on Form 10-K for the
year ended July 2, 2006.
/s/
Grant
Thornton LLP
GRANT
THORNTON LLP
Milwaukee,
Wisconsin
February
12, 2007