form88.htm
As filed with the Securities and Exchange Commission on November 6, 2014

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)

 
Wisconsin
  
39-1804239
(State or other jurisdiction of
Incorporation or organization)
  
(I.R.S. Employer
Identification 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 and Chief Financial Officer
STRATTEC SECURITY CORPORATION
3333 West Good Hope Road
  
Copy to:
 
James M. Bedore, Esq.
Reinhart Boerner Van Deuren s.c.
Milwaukee, Wisconsin 53209
  
1000 North Water Street
(Name and address of agent for service)
 
  
Suite 1700
Milwaukee, Wisconsin 53202
414-247-3333
  
414-298-1000
(Telephone number, including area code of agent for service)
    

Indicate by check mark whether the restraint is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨
Accelerated filer    x
Non-accelerated filer   (Do not check if a smaller reporting company) ¨
Smaller reporting company ¨

                                              
 

 
 
 

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
Amount of
Registration
fee
 
Common Stock, $0.01
par value per share
 
150,000 shares (1)
 
 
$102.265 (2)
 
 
$15,339,750 (2)
 
 
$1,782.48 (2)
 

(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 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.

(2)
For the purpose of computing the registration fee, the Registrant has used $102.265 as the average of the high and low prices of the Common Stock as reported on November 3, 2014 on the NASDAQ Global Market for the offering price per share, in accordance with Rules 457(c) and (h).  The actual offering price will be determined in accordance with the terms of the Plan.




 
 
 

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, 333-103219 and 333-140715) effective April 29, 1996, February 24, 2000, February 14, 2003 and February 14, 2007 are incorporated by reference and made a part hereof

Item 8.     Exhibits.
 
4.1
Amended and Restated Articles of Incorporation of the Company.
4.2
By-Laws of the Company.
4.3
Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan
5.1
Opinion of Reinhart Boerner Van Deuren s.c. as to the legality of the common stock being registered.
23.1
Consent of Independent Registered Public Accounting Firm.
23.2
Consent of Reinhart Boerner Van Deuren s.c.  (included in its opinion filed as Exhibit 5 hereto).
24
Power of Attorney (included on the signature page hereto).


 

 
 
 

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 November 6, 2014.
 
STRATTEC SECURITY CORPORATION
 
By: /s/ Patrick J. Hansen                                                                 
       Patrick J. Hansen, Senior Vice President
               and Chief Financial Officer

POWER OF ATTORNEY

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.

Signature
Title
Date
/s/ Frank J. Krejci                                             
Frank J. Krejci
President, Chief Executive
Officer and Director (Principal
Executive Officer)
November 6, 2014
     
/s/ Patrick J. Hansen                                              
Patrick J. Hansen
 
Senior Vice President, Chief
Financial Officer, Treasurer and
Secretary (Principal Financial
and Accounting Officer)
November 6, 2014
     
/s/ Harold M. Stratton II                    
Harold M. Stratton II
 
 
Chairman and Director
August 21, 2014
/s/ Michael J. Koss                                          
Michael J. Koss
 
 
Director
August 21, 2014
/s/ Thomas W. Florsheim, Jr.                               
Thomas W. Florsheim, Jr.
 
 
Director
August 21, 2014
/s/ David R. Zimmer                                                
David R. Zimmer
 
 
Director
August 21, 2014


 
 
 

 
 
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT


Exhibit
Number
  
 
Description
  
Incorporated Herein
by Reference to
  
Filed
Herewith
4.1
  
Amended and Restated Articles of Incorporation of the Registrant
  
Incorporated by reference from Amendment No. 2 to the Form 10 filed on February 6, 1995.
 
    
4.2
  
By-Laws of the Registrant
  
Incorporated by reference from the exhibit to the Form 8-K filed on October 7, 2005.
    
4.3
  
Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan
 
      
X
5.1
  
Opinion of Counsel
 
      
X
23.1
  
Consent of Independent Registered Public Accounting Firm
 
      
X
23.2
  
Consent of Counsel
      
Contained in Opinion filed as Exhibit 5.1
 
24
  
Power of Attorney
  
Signature Page to Registration Statement