TPI Composites (TPIC) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on March 6, 2020

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TPI Composites, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-1590775
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

TPI Composites, Inc.

8501 N. Scottsdale Rd.

Gainey Center II, Suite 100

Scottsdale, AZ 85253

(480)305-8910

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

TPI Composites, Inc. Amended and Restated 2015 Stock Option and Incentive Plan

(Full title of the plans)

Steven C. Lockard

Chief Executive Officer

TPI Composites, Inc.

8501 N. Scottsdale Rd.

Gainey Center II, Suite 100

Scottsdale, AZ 85253

(480)305-8910

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Bradley C. Weber, Esq.

Goodwin Procter LLP

601 Marshall Street, 8^th Floor

Redwood City, California 94063

(650)752-3100

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” in Rule12b-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

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	1,407,228 shares(3)	$23.77	$33,449,809.56	$4,341.79
Total	1,407,228 shares			$4,341.79

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the Registrant’s Amended and Restated 2015 Stock Option and Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s common stock, as quoted on the NASDAQ Global Market on March 3, 2020.

(3) Represents an automatic increase to the number of shares available for issuance under the Plan, effective January 1, 2020. Shares available for issuance under the Plan were previously registered on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 22, 2016 (Registration No. 333-212648), a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 24, 2017 (Registration No. 333-216936), a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 12, 2018 (Registration No. 333-223587), and a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 12, 2019 (Registration No. 333-230203).

EXPLANATORY NOTE

This Registration Statement on FormS-8 registers additional shares of Common Stock under the Registrant’s Amended and Restated 2015 Stock Option and Incentive Plan (the “Plan”) and is submitted in accordance with General Instruction E of FormS-8. The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1 by an amount equal to four percent (4%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2020, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 1,407,228. This Registration Statement registers these additional 1,407,228 shares of Common Stock. The additional shares are of the same class as other securities relating to the Plan for which the Registrant’s Registration Statement filed onForm S-8 (RegistrationNo. 333-212648) on July 22, 2016, is effective.

The information contained in the Registrant’s Registration Statement onForm S-8 (RegistrationNo. 333-212648) is hereby incorporated by reference pursuant to General Instruction E to FormS-8 regarding Registration of Additional Securities.

Part I

The information called for in Part I of FormS-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission. The documents containing the information specified in Part I of FormS-8 will be delivered to the participants in the equity benefit plans 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 8. Exhibits.

See the Exhibit Index on the next page for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.	Description
4.1	Specimen Common Stock Certificate of the Registrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on FormS-1, as amended (File No. 333-212093), filed on July 11, 2016)
4.2	Amended and Restated Certificate of Incorporation, as currently in effect (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on FormS-1, as amended (FileNo. 333-212093), filed on July 11, 2016)
4.3	Second Amended and RestatedBy-laws, as currently in effect (Incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on FormS-1, as amended (FileNo. 333-212093), filed on July 11, 2016)
4.4	Third Amended and Restated Investor Rights Agreement by and among the Registrant and the investors named therein, dated June  17, 2010, as amended (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on FormS-1, as amended (FileNo.  333-212093), filed on June 17, 2016)
5.1*	Opinion of Goodwin Procter LLP
23.1*	Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.2*	Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1*	Power of attorney (included on signature page)
99.1	Amended and Restated TPI Composites, Inc. 2015 Stock Option and Incentive Plan and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on FormS-1, as amended (FileNo. 333-212093, filed on June 17, 2016)
99.2	Form of Employee Restricted Stock Unit Award (Time-Based Vesting) under the Amended and Restated 2015 Stock Option And Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form10-Q (FileNo. 001-37839) filed on May 3, 2018)
99.3	Form of Executive Restrictive Stock Unit Award (Time-Based Vesting) under the Amended and Restated 2015 Stock Option And Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form10-Q (File No. 001-37839) filed on May 3, 2018)
99.4	Form of Employee Restricted Stock Unit Award (Adjusted EBITDA Performance-Based Vesting) under the Amended and Restated 2015 Stock Option And Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form10-Q (FileNo. 001-37839) filed on May 3, 2018)
99.5	Form of Executive Restricted Stock Unit Award (Adjusted EBITDA Performance-Based Vesting) under the Amended and Restated 2015 Stock Option And Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form10-Q (FileNo. 001-37839) filed on May 3, 2018)
99.6	Form of Employee Restricted Stock Unit Award (Stock Price Performance-Based Vesting) under the Amended and Restated 2015 Stock Option And Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form10-Q (FileNo. 001-37839) filed on May 3, 2018)
99.7	Form of Executive Restricted Stock Unit Award (Stock Price Performance-Based Vesting) under the Amended and Restated 2015 Stock Option And Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form10-Q (FileNo. 001-37839) filed on May 3, 2018)

* Filed herewith.

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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Scottsdale, Arizona, on the 6th day of March, 2020.

TPI COMPOSITES, INC.
By:	/s/ Steven C. Lockard
	Steven C. Lockard
	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Steven C. Lockard and Bryan Schumaker as such person’s true and lawfulattorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on FormS-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each saidattorney-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 such person might or could do in person, hereby ratifying and confirming all that any saidattorney-in-fact and agent, or any substitute or substitutes of any of them, 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 person in the capacities and on the date indicated.

Name	Title	Date
/s/ Steven C. Lockard	Chief Executive Officer and Director	March 6, 2020
Steven C. Lockard	(Principal Executive Officer)
/s/ Bryan Schumaker	Chief Financial Officer	March 6, 2020
Bryan Schumaker	(Principal Financial and Accounting Officer)
/s/ Stephen B. Bransfield	Director	March 6, 2020
Stephen B. Bransfield
/s/ Michael L. DeRosa	Director	March 6, 2020
Michael L. DeRosa
/s/ Jayshree S. Desai	Director	March 6, 2020
Jayshree S. Desai
/s/ Philip J. Deutch	Director	March 6, 2020
Philip J. Deutch
/s/ Paul G. Giovacchini	Director and Chairman of the Board	March 6, 2020
Paul G. Giovacchini
/s/ Jack A. Henry	Director	March 6, 2020
Jack A. Henry
/s/ James A. Hughes	Director	March 6, 2020
James A. Hughes
/s/ Tyrone M. Jordan	Director	March 6, 2020
Tyrone M. Jordan
/s/ Daniel G. Weiss	Director	March 6, 2020
Daniel G. Weiss