prlb20150303_s8.htm

 

As filed with the Securities and Exchange Commission on March 4, 2015

 

Registration Number 333-         

 

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________________________

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

___________________________________

 

PROTO LABS, INC.

(Exact name of registrant as specified in its charter)

 

Minnesota

  

41-1939628

(State of incorporation)

  

(IRS Employer Identification No.)

        

5540 Pioneer Creek Drive

Maple Plain, Minnesota 55359

(Address of Principal Executive Offices) (Zip Code)

 

2012 LONG-TERM Incentive PLAN
(Full title of the plan)

 

   

Copy to:

     

Victoria M. Holt

  

W. Morgan Burns

President and Chief Executive Officer

  

Mark D. Pihlstrom

Proto Labs, Inc.

  

Faegre Baker Daniels LLP

5540 Pioneer Creek Drive

  

2200 Wells Fargo Center

Maple Plain, MN 55359

  

90 South Seventh Street

(763) 479-3680

  

Minneapolis, MN 55402-3901

   

(612) 766-7000

(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, 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.  (Check one):

 

Large accelerated filer ☒

 

Accelerated filer ☐

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(1)

 

Proposed
maximum
offering price
per share(3)

 

Proposed
maximum
aggregate
offering
price

 

Amount of
registration
fee

Common Stock, par value $0.001 per share

  

775,143 shares(2)

  

$71.40

  

$55,341,334

  

$6,430.66

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) of the Registrant.

 

(2)

Represents 775,143 additional shares of Common Stock reserved for future issuance under the 2012 Long-Term Incentive Plan, as amended.

 

(3)

Computed in accordance with Rule 457(h) and 457(c) of the Securities Act of 1933. Such computation is based on the average of the high and low prices as reported on the New York Stock Exchange on February 27, 2015.

 

 
 
 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering 775,143 shares of the Company’s common stock to be issued pursuant to the Proto Labs, Inc. 2012 Long-Term Incentive Plan, as amended (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, except for “Item 8. Exhibits,” the Registration Statements previously filed with the Securities and Exchange Commission relating to the Plan (File Nos. 333-179651 and 333-194272) are incorporated by reference herein.

 

Part II—Information Required in the Registration Statement

 

Item 8. Exhibits

 

See the Exhibit Index following the signature page.

 

 
 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Company 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 Maple Plain, State of Minnesota, on March 4, 2015.

 

 

PROTO LABS, INC. 

 

 

 

 

 

 

By:

/s/ VICTORIA M. HOLT

 

 

 

Victoria M. Holt

 

 

 

President and Chief Executive Officer 

 

 

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

 

 

 

 

 

*

 

 Chairman

 

March 4, 2015

Lawrence J. Lukis

 

 

 

 

 

 

 

 

 

 /s/ VICTORIA M. HOLT

 

President, Chief Executive Officer and Director

 

March 4, 2015

Victoria M. Holt

 

(principal executive officer)

 

 

 

 

 

 

 

 /s/ JOHN A. WAY

 

Chief Financial Officer

 

March 4, 2015

John A. Way

 

(principal financial and accounting officer)

 

 

 

 

 

 

 

*

 

Director

 

March 4, 2015

Rainer Gawlick

 

 

 

 

 

 

 

 

 

*

 

Director

 

March 4, 2015

John B. Goodman

 

 

 

 

 

 

 

 

 

*

 

Director

 

March 4, 2015

Douglas W. Kohrs

 

 

 

 

 

 

 

 

 

*

 

Director

 

March 4, 2015

Brian K. Smith

 

 

 

 

 

 

 

 

 

*

 

Director

 

March 4, 2015

Sven A. Wehrwein

 

 

 

 

 

By:    /s/ VICTORIA M. HOLT                    

Victoria M. Holt

Attorney-in-Fact

 

 

*     Signed on individual’s behalf by attorney-in-fact

 

 
 
 

 

EXHIBIT INDEX

 

Exhibit

Number

 

Description

   

  4.1(1)

  

Third Amended and Restated Articles of Incorporation of Proto Labs, Inc.

  4.2(2)

  

Amended and Restated By-Laws of Proto Labs, Inc.

  4.3(3)

 

Form of certificate representing common shares of Proto Labs, Inc.

  5.1(4)

 

Opinion of Faegre Baker Daniels LLP

  23.1(5)

 

Consent of Faegre Baker Daniels LLP

  23.2(4)

 

Consent of Ernst & Young LLP

  24.1(6)

 

Power of Attorney

  99.1(7)

 

2012 Long-Term Incentive Plan, as amended as of November 12, 2014

  99.2(8)

 

Form of Incentive Stock Option Agreement under 2012 Long-Term Incentive Plan

  99.3(9)

 

Form of Non-Statutory Stock Option Agreement (Directors) under 2012 Long-Term Incentive Plan

  99.4(10)

 

Form of Non-Statutory Stock Option Agreement (U.S. Employees) under 2012 Long-Term Incentive Plan

  99.5(11)

 

Form of Non-Statutory Stock Option Agreement (U.K. Employees) under 2012 Long-Term Incentive Plan

  99.6(12)

 

Form of Restricted Stock Unit Agreement (Directors) under 2012 Long-Term Incentive Plan

  99.7(13)

  

Form of Restricted Stock Agreement under 2012 Long-Term Incentive Plan for initial grant to Victoria M. Holt

  99.8(14)

  

Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (U.S. Employees)

  99.9(15)

  

Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (U.K. Employees)

(1)

Previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.

(2)

Previously filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.

(3)

Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 1, 2012, and incorporated by reference herein.

(4)

Filed herewith.

(5)

Included in Exhibit 5.1.

(6)

Previously filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-194272), filed with the Commission on March 3, 2014, and incorporated by reference herein.

(7)

Previously filed as Exhibit 10.1 to the Registrant’s Form 8-K, filed with the Commission on November 13, 2014, and incorporated by reference herein.

(8)

Previously filed as Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.

(9)

Previously filed as Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.

(10)

Previously filed as Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.

(11)

Previously filed as Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-175745), filed with the Commission on February 13, 2012, and incorporated by reference herein.

(12)

Previously filed as Exhibit 99.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-194272), filed with the Commission on March 3, 2014, and incorporated by reference herein.

(13)

Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-35435), filed with the Commission on February 6, 2014, and incorporated by reference herein.

(14)

Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-35435), filed with the Commission on February 12, 2014, and incorporated by reference herein.

(15)

Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-35435), filed with the Commission on February 12, 2014, and incorporated by reference herein.