profire_s8-11202014.htm
Registration No. 333-__________
As filed with the Securities and Exchange Commission on November 25, 2014
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
____________________
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
____________________
 
PROFIRE ENERGY, INC.
(Exact name of registrant as specified in its charter)

 
Nevada
(State or other jurisdiction of incorporation or organization)
 
    
20-0019425
(I.R.S. Employer Identification No.)
321 South 1250 West, Suite 1
Lindon, Utah
(Address of Principal Executive Offices)
    
84042
(Zip Code)
____________________
 
Profire Energy, Inc. 2014 Equity Incentive Plan
(Full title of the plan)
 
____________________
 
Brenton W. Hatch
Chief Executive Officer
321 South 1250 West, Suite 1
Lindon, Utah 84042
(801) 796-5127
(Name, address and telephone number, including area code, of agent for service of process)
 
____________________
 
Copies to:
Samuel P. Gardiner and David F. Marx
Dorsey & Whitney LLP
136 South Main Street, Suite 1000
Salt Lake City, Utah 84101
(801) 933-7360
 
____________________
 
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.

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


 
 
 
 

 
CALCULATION OF REGISTRATION FEE
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, par value $0.001 per share
  
4,812,100
  
$3.23
  
$15,543,083
  
$1,806.11
 
(1)
Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also relates to such additional number of shares available for issuance under the plan as may be required pursuant to the plan in the event of a stock dividend, stock split, recapitalization or other similar event, or as otherwise provided for in the plan.
 
(2)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices per share of the Common Stock as reported on The NASDAQ Capital Market on November 18, 2014.
 


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PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the Profire Energy, Inc. 2014 Equity Incentive Plan (the “Plan”) as required by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.

 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.              Incorporation of Documents by Reference.
 
The following documents, which have been filed with the Commission by Profire Energy, Inc. (the “Company”), are incorporated by reference in this Registration Statement, as of their respective dates:
 
 
(a)
the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014;
 
 
(b)
the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014;
 
 
(c)
the Company’s Current Reports on Form 8-K filed on July 25, 2014; August 29, 2014; September 24, 2014; and November 18, 2014; and
 
 
(d)
the description of the Company’s Common Stock, par value $0.001 per share, as contained in the Registration Statement on Form 8-A filed on March 26, 2014, including any amendment or report filed for the purpose of updating such description filed for the purpose of updating such description.
 
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents.
 
Item 4.              Description of Securities.
 
Not applicable.
 
Item 5.              Interests of Named Experts and Counsel.
 
Not applicable.
 
Item 6.              Indemnification of Directors and Officers.
 
Under the Nevada General Corporation Law, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Our Articles of Incorporation provide for indemnification to the fullest extent permitted by Nevada law. Specifically, our Articles provide that no director or officer of the Company shall be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Company shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Company for acts or omissions prior to such repeal or modification.
 
 

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We have entered into indemnification agreements with our executive officers and directors indemnifying such officers and directors, to the fullest extent permitted by law, in relation to any event or occurrence related to the fact that such officer or director is or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise by reason of any action or inaction on the part of such officer or director serving in any capacity set forth in this paragraph. We also maintains a policy of liability insurance for our officers and directors.
 
We have been advised that, in the opinion of the SEC, any indemnification for liabilities arising under the Securities Act of 1933 is against public policy, as expressed in the Securities Act, and is, therefore, unenforceable.

Item 7.              Exemption from Registration Claimed.
 
Not applicable.
 
Item 8.              Exhibits.
 
Exhibit
Number
Description
4.1
Articles of Incorporation (incorporated by reference to Exhibit 3.01 to the Registrant’s Registration Statement on Form SB-2 filed September 24, 2004) (File No. 333-119234))
4.2
Articles of Amendment to the Articles of Incorporation of Profire Energy, Inc. (incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q filed on February 13, 2009 (File No. 000-52376)).
4.3
Profire Energy, Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed December 23, 2013) (File No. 000-52376).
4.4
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.02 to the Registrant’s Form 8-A12G filed December 27, 2006 (File No. 000-52376)).
5.1
Opinion of Dorsey & Whitney LLP.
23.1
Consent of Sadler, Gibb & Associates, LLC, Independent Registered Public Accounting Firm.
23.2
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to this Registration Statement).
24.1
Power of Attorney (included with the signatures in Part II of this Registration Statement).
99.1
The Profire Energy, Inc. 2014 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s revised Definitive Proxy Statement on Schedule 14A filed on August 21, 2014).

Item 9.              Undertakings.
 
(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:
 
(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act;
 


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(ii)           To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
 
(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
 
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the 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.
 
(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(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 Section 15(d) of the Exchange Act that is incorporated by reference in the 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.


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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 Lindon, State of Utah, on November 25, 2014.
 
  PROFIRE ENERGY, INC.
   
  By: /s/ Brenton W. Hatch      
    Name:  Brenton W. Hatch
Title:    Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brenton W. Hatch and Andrew Limpert, and each of them, his or her true and lawful attorneys-in-fact and agents, 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 to the registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting each of said attorneys-in-fact and agents 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 full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their 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 indicated and on the dates indicated.
 
Signature
Title
Date
     
/s/ Brenton W. Hatch                                              
Brenton W. Hatch
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
October 16, 2014
     
/s/ Andrew W. Limpert
Andrew W. Limpert
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
October 16, 2014
     
/s/ Harold Albert
Harold Albert
Chief Operating Officer and Director
October 24, 2014
     
/s/ Arlen B. Crouch                                             
Arlen B. Crouch
Director
October 22, 2014
     
/s/ Stephen E. Pirnat
Stephen E. Pirnat
Director
October 20, 2014
     
/s/ Darren J. Shaw
Darren J. Shaw
Director
October 17, 2014
     
/s/ Ronald R. Spoehel
Ronald R. Spoehel
Director
October 22, 2014

 
 

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Exhibit Index to
 
Form S-8
 
Profire Energy, Inc.
 
 
Exhibit
Number
Description
4.1
Articles of Incorporation (incorporated by reference to Exhibit 3.01 to the Registrant’s Registration Statement on Form SB-2 filed September 24, 2004) (File No. 333-119234))
4.2
Articles of Amendment to the Articles of Incorporation of Profire Energy, Inc. (incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q filed on February 13, 2009 (File No. 000-52376)).
4.3
Profire Energy, Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed December 23, 2013) (File No. 000-52376).
4.4
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.02 to the Registrant’s Form 8-A12G filed December 27, 2006 (File No. 000-52376)).
5.1
Opinion of Dorsey & Whitney LLP.
23.1
Consent of Sadler, Gibb & Associates, LLC, Independent Registered Public Accounting Firm.
23.2
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to this Registration Statement).
24.1
Power of Attorney (included with the signatures in Part II of this Registration Statement).
99.1
The Profire Energy, Inc. 2014 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s revised Definitive Proxy Statement on Schedule 14A filed on August 21, 2014).

 


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