Washington | 91-0849125 |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | ¨ | Accelerated filer | x | ||
Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee |
Common Stock, no par value, under the Key Tronic Corporation 2010 Incentive Plan | 2,175,368 | $8.48 | $18,447,120.64 | $2,143.56 |
(1) | Includes an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the plan as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding Common Stock. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”). The proposed maximum offering price per share is estimated to be $8.48 based on the average of the high ($8.51) and low ($8.44) sales prices of the Registrant’s Common Stock on October 17, 2014, as reported for such date by the NASDAQ Global Market. |
• | The Registrant's Annual Report on Form 10-K for the fiscal year ended June 28, 2014, filed on September 5, 2014, which contains audited financial statements for the most recent fiscal year for which such statements have been filed; |
• | The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended September 28, 2013, December 28, 2013, and March 29, 2014 filed on November 6, 2013, February 5, 2014, and May 8, 2014, respectively, which contain unaudited interim financial statements; |
• | The Registrant's Current Reports on Form 8-K filed on July 1, 2014, August 1, 2014, and September 9, 2014 (excluding any reports or portions thereof that are furnished under Item 2.02 or Item 7.01 and any exhibits included with such Items); and |
• | The description of the Registrant's Common Stock as set forth in Registration Statement on Form 8-A, filed on April 3, 1984, under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description. |
Exhibit Number | Description | |
5.1 | Opinion of Counsel regarding legality of the Common Stock being registered | |
23.1 | Consent of BDO USA, LLP, Independent Registered Public Accounting Firm | |
23.2 | Consent of Counsel (included in opinion filed as Exhibit 5.1) | |
24.1 | Power of Attorney (see signature page) | |
99.1 | Key Tronic Corporation 2010 Incentive Plan (As Amended and Restated Effective October 23, 2014) (incorporated by reference to Appendix A filed with Registrant’s definitive proxy statement filed on Form DEF 14A on September 15, 2014) |
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: |
(a) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(b) | To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and |
(c) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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. |
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 this 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. |
KEY TRONIC CORPORATION | ||||||
By: | /s/ Ronald F. Klawitter | |||||
Ronald F. Klawitter, Executive Vice President of Administration, CFO and Treasurer |
Signature | Title | |
/s/ Craig D. Gates | President and Chief Executive Officer, Director | |
Craig D. Gates | (Principal Executive Officer) | |
/s/ Ronald F. Klawitter | Executive Vice President, Chief Financial Officer and | |
Ronald F. Klawitter | Treasurer (Principal Financial Officer) | |
/s/ Brett R. Larsen | Vice President of Finance and Controller | |
Brett R. Larsen | (Principal Accounting Officer) | |
/s/ James R. Bean | Director | |
James R. Bean | ||
/s/ Yacov A. Shamash | Director | |
Yacov A. Shamash | ||
/s/ Patrick Sweeney | Director and Chairman of the Board | |
Patrick Sweeney |
Exhibit Number | Description | |
5.1 | Opinion of Counsel regarding legality of the Common Stock being registered | |
23.1 | Consent of BDO USA, LLP, Independent Registered Public Accounting Firm | |
23.2 | Consent of Counsel (included in opinion filed as Exhibit 5.1) | |
24.1 | Power of Attorney (see signature page) | |
99.1 | Key Tronic Corporation 2010 Incentive Plan (As Amended and Restated Effective October 23, 2014) (incorporated by reference to Appendix A filed with Registrant’s definitive proxy statement filed on Form DEF 14A on September 15, 2014) |