As filed with the Securities and Exchange Commission on August 9, 2018
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________
SCHOOL SPECIALTY, INC.
(Exact name of registrant as specified in its charter)
______________
DELAWARE | 39-0971239 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
______________
School Specialty, Inc.
W6316 Design Drive
Greenville, Wisconsin 54942
(920) 734-5712
(Address, including zip code and telephone number, including area code,
of registrant’s principal executive offices)
______________
2014 Incentive Plan of School Specialty, Inc.
(Full title of plan)
______________
Joseph M. Yorio President and Chief Executive Officer School Specialty, Inc. W6316 Design Drive Greenville, Wisconsin 54942 (920) 734-5712 | with copy to: Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wisconsin 53202 (414) 273-3500 |
(Name, address, including zip code, 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, a smaller reporting company or an “emerging growth company.” See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer £ Accelerated filer S Non-accelerated filer £ Smaller reporting company £
Emerging Growth Company£
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.£
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Be Registered | Amount to Be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | |
Common Stock, $0.001 par value per share | 700,000 | $18.75(2) | $13,125,000.00(2) | $1,634.06 | |
|
|
|
|
|
|
(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act based upon the average of the high and low price per share of the Registrant’s Common Stock on the OTCQB® on August 6, 2018.
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, School Specialty, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”). The information in the Registration Statement on Form S-8 relating to the Registrant’s 2014 Incentive Plan originally filed with the SEC by the Registrant pursuant to the Securities Act on December 2, 2014 (Registration No. 333-200677) is hereby incorporated by reference into this Registration Statement.
1
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 Greenville, State of Wisconsin, on this 9th day of August, 2018.
SCHOOL SPECIALTY, INC.
By:
/s/ Joseph M. Yorio
Joseph M. Yorio
President and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints Joseph M. Yorio and Kevin L. Baehler, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all other documents in connection therewith and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
| Title |
| Date |
|
|
|
|
|
/s/ Joseph M. Yorio |
| President and Chief Executive Officer and a Director (Principal Executive Officer) |
| August 9, 2018 |
Joseph M. Yorio |
|
|
|
|
|
|
|
|
|
/s/ Kevin L. Baehler |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| August 9, 2018 |
Kevin L. Baehler |
|
|
|
|
|
|
|
|
|
/s/ Gus D. Halas |
| Chairman of the Board |
| August 9, 2018 |
Gus D. Halas |
|
|
|
|
|
|
|
|
|
/s/ Justin Lu |
| Director |
| August 9, 2018 |
Justin Lu |
|
|
|
|
|
|
|
|
|
/s/ Scott P. Scharfman |
| Director |
| August 9, 2018 |
Scott P. Scharfman |
|
|
|
|
|
|
|
|
|
/s/ Andrew E. Schultz |
| Director |
| August 9, 2018 |
Andrew E. Schultz |
|
|
|
|
EXHIBIT INDEX
|
| Incorporated by Reference | ||||
Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
2014 Incentive Plan of School Specialty, Inc., as amended | 10-Q | 000-24385 | 10.1 | August 7, 2018 |
| |
Opinion of Godfrey & Kahn, S.C. |
|
|
|
| X | |
23.1 | Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1) |
|
|
|
| X |
Consent of Grant Thornton LLP |
|
|
|
| X | |
Consent of Deloitte & Touche LLP |
|
|
|
| X | |
24.1 | Power of Attorney |
|
|
|
| Contained in Signature Page to this Registration Statement |
|
|
|
|
|
|
|
