As filed with the Securities and Exchange Commission on December 12, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
FABRINET
(Exact name of registrant as specified in its charter)
| Cayman Islands | 98-1228572 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town
Grand Cayman,KY1-9005
Cayman Islands
(Address of Principal Executive Offices) (Zip Code)
FABRINET 2020 EQUITY INCENTIVE PLAN
(Full title of the plan)
Colin R. Campbell
General Counsel
c/o Fabrinet West, Inc.
4900 Patrick Henry Drive
Santa Clara, CA 95054
(Name and address of agent for service)
(408)748-0900
(Telephone number, including area code, of agent for service)
Copies to:
Jose F. Macias
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650)493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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” inRule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| 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
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| Title 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 | ||||
Ordinary shares, $0.01 par value per share, reserved for issuance pursuant to the Fabrinet 2020 Equity Incentive Plan | 2,981,619 shares (2) | $58.87(3) | $175,527,910.53 | $22,783.52 | ||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s ordinary shares that become issuable under the 2020 Equity Incentive Plan (the “2020 Plan”) by reason of any share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding ordinary shares. |
| (2) | Reflects 1,700,000 ordinary shares reserved for issuance pursuant to future awards under the 2020 Plan plus 1,281,619 additional ordinary shares that, as of immediately prior to the termination of the Registrant’s 2010 Performance Incentive Plan (the “2010 Plan”), had been reserved but not issued pursuant to any awards granted under the 2010 Plan and were not subject to any awards under the 2010 Plan. |
| (3) | Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $58.87 was computed by averaging the high and low sale prices per share of the Registrant’s ordinary shares as reported on the New York Stock Exchange on December 10, 2019, a date within five business days prior to the filing of this Registration Statement. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of FormS-8 is omitted from this Registration Statement on FormS-8 (this “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 FormS-8. The documents containing the information specified in Part I of FormS-8 will be delivered to the participants in the equity benefit plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE. |
The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission (the “Commission”):
| (1) | The Registrant’s Annual Report onForm10-K for the fiscal year ended June 28, 2019, filed with the Commission on August 20, 2019 (the “Annual Report”); |
| (2) | The Registrant’s Proxy Statement onSchedule 14A, filed with the Commission on October 18, 2019; |
| (3) | The Registrant’s Quarterly Report onForm10-Q for the fiscal quarter ended September 27, 2019, filed with the Commission on November 5, 2019; |
| (4) | All other reports filed by the Registrant with the Commission pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and |
| (5) | The description of the Registrant’s ordinary shares contained in the Registrant’s Registration Statement onForm8-A (FileNo. 001-34775) filed with the Commission on June 14, 2010, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents;provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| ITEM 4. | DESCRIPTION OF SECURITIES. |
Not applicable.
| ITEM 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL. |
Not applicable.
| ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s amended and restated memorandum and articles of association provide for indemnification of directors and officers for actions, costs, charges, losses, damages and expenses incurred in their capacities as such, except that such indemnification does not extend to any matter in respect of any fraud or dishonesty that may attach to any of them.
The Registrant has entered into, and expects to continue to enter into, agreements to indemnify its directors and officers. These indemnification agreements generally provide that the Registrant will indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims by reason of their being such a director or officer.
In addition to the indemnification provisions set forth above, the Registrant also maintains directors’ and officers’ liability insurance. These indemnification provisions and the indemnification agreements entered into between the Registrant and its directors and officers may be sufficiently broad to permit indemnification of the Registrant’s directors and officers for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.
See also Registrant’s undertakings in Item 9 of this Registration Statement.
| ITEM 7. | EXEMPTION FROM REGISTRATION CLAIMED. |
Not applicable.
| ITEM 8. | EXHIBITS |
Exhibit Number | Description | Incorporated by Reference | ||||||||||||
Form | File No. | Exhibit | Filing Date | |||||||||||
| 4.1 | Specimen ordinary share certificate | S-1/A | 333-163258 | 4.1 | June 14, 2010 | |||||||||
| 4.2 | Description of the Registrant’s securities registered under Section 12 of the Exchange Act | 10-K | 001-34775 | 4.2 | August 20, 2019 | |||||||||
| 5.1 | Opinion of Walkers, regarding the legality of the securities being registered | |||||||||||||
| 23.1 | Consent of PricewaterhouseCoopers ABAS Ltd. | |||||||||||||
| 23.2 | Consent of Walkers (included in Exhibit 5.1) | |||||||||||||
| 24.1 | Power of Attorney (included as part of the signature page to this Registration Statement) | |||||||||||||
| 99.1 | Fabrinet 2020 Equity Incentive Plan | |||||||||||||
| 99.2 | Fabrinet 2020 Equity Incentive Plan—Form of Restricted Share Unit Agreement | |||||||||||||
| 99.3 | Fabrinet 2020 Equity Incentive Plan—Form of Performance-Based Restricted Share Unit Agreement | |||||||||||||
| 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:
(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 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
(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;
Provided, however, that paragraphs (A)(1)(a) and (A)(1)(b) 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 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.
(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 (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 initialbona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 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.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm 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 Santa Clara, State of California, on this 12th day of December, 2019.
| FABRINET | ||
| By: | /s/ Seamus Grady | |
| Seamus Grady | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Seamus Grady and Toh-Seng Ng, and each of them, as his or her true and lawfulattorneys-in-fact and agents with full power of substitution, 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 all documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on FormS-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Seamus Grady Seamus Grady | Chief Executive Officer and Director (Principal Executive Officer) | December 12, 2019 | ||
/s/ Toh-Seng Ng Toh-Seng Ng | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | December 12, 2019 | ||
/s/ David T. Mitchell David T. Mitchell | Chairman and Director | December 12, 2019 | ||
/s/ Homa Bahrami Homa Bahrami | Director | December 12, 2019 | ||
/s/ Gregory P. Dougherty Gregory P. Dougherty | Director | December 12, 2019 | ||
/s/ Thomas F. Kelly Thomas F. Kelly | Director | December 12, 2019 | ||
/s/ Frank H. Levinson Frank H. Levinson | Director | December 12, 2019 | ||
/s/ Rollance E. Olson Rollance E. Olson | Director | December 12, 2019 | ||
