As filed with the Securities and Exchange Commission on June 27, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FormS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONSTELLIUM N.V.
(Exact name of registrant as specified in its charter)
| The Netherlands | Not Applicable | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
Tupolevlaan41-61,
1119 NW Schiphol-Rijk
The Netherlands
(Address of principal executive offices) (Zip Code)
Constellium 2013 Equity Incentive Plan
(Full title of the Plan)
Corporation Service Company
80 State Street
Albany, NY 12207-2543
(Name and address of agent for service)
(518)433-4740
(Telephone number, including area code of agent for service)
Copies to:
Jeremy Leach Senior Vice President and Group General Counsel Constellium N.V. Tupolevlaan41-61 1119 NW Schiphol-Rijk The Netherlands | Andrew J. Nussbaum Karessa L. Cain Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 | ☐ | |||
| 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class 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(3) | ||||
Ordinary shares, nominal value €0.02, to be issued under the Constellium 2013 Equity Incentive Plan | 7,000,000 | $10.51 | $73,570,000.00 | $9,159.47 | ||||
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| (1) | The Ordinary Shares are being registered for issuance under the Constellium 2013 Equity Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan, which provides for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar events. |
| (2) | Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee on the basis of the average of the high and low selling price per share of the ordinary shares of Constellium N.V., as reported by the New York Stock Exchange on June 26, 2018. |
| (3) | Calculated at a rate of $124.50 per $1,000,000 of the proposed maximum aggregate offering price. |
REGISTRATION OF ADDITIONAL ORDINARY SHARES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement is being filed pursuant to General Instruction E to FormS-8 under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statements on FormS-8 previously filed by Constellium N.V. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on October 25, 2013 (FileNo. 333-191905) and December 19, 2014 (FileNo. 333-201141) (together, the “Prior Registration Statements”) are incorporated by reference herein and made a part hereof. As was approved by the Registrant’s shareholders at the Registrant’s Annual General Meeting held on May 24, 2018, this Registration Statement on FormS-8 is filed by the Registrant to register an additional 7,000,000 shares of the Registrant’s ordinary shares, nominal value €0.02 per share, which may be awarded under the Constellium N.V. 2013 Equity Incentive Plan (as amended, the “Plan”), which ordinary shares are additional securities of the same class as other securities issuable under the Plan previously filed with the Commission with the Prior Registration Statements. As of the filing of this Registration Statement on FormS-8, up to 14,292,291 ordinary shares may be awarded under the Plan.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed or furnished by the Registrant with the Commission are incorporated by reference herein:
| (a) | the Registrant’s annual report on Form20-F for the fiscal year ended December 31, 2017, filed on March 12, 2018; |
| (b) | all other reports filed or furnished by us pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2017; |
| (c) | the description of the Ordinary Shares, set forth in the Company’s Registration Statement on FormF-3ASR filed October 30, 2017 (Commission File Number333-221221) and any amendments, reports or other filings filed with the Commission for the purpose of updating that description; |
| (d) | the Registrant’s registration statement on FormS-8 (FileNo. 333-191905) filed on October 25, 2013; and |
| (e) | the Registrant’s registration statement on FormS-8 (FileNo. 333-201141) filed on December 19, 2014. |
In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all reports on Form6-K subsequently filed by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.
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 herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits.
Reference is made to the attached Exhibit Index, which is incorporated by reference herein.
INDEX TO EXHIBITS
| * | Filed herewith |
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Pursuant to the requirements of the Securities Act, 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 Baltimore, Maryland on June 27, 2018.
| Constellium N.V. (Registrant) | ||
| By: | /s/ Jean-Marc Germain | |
| Name: | Jean-Marc Germain | |
| Title: | Chief Executive Officer | |
Each person whose signature appears below hereby constitutes and appoints Jean-Marc Germain, Peter R. Matt and Jeremy Leach, and each of them acting individually, as his true and lawfulattorneys-in-fact and agents, with full power of substitution andre-substitution, to execute for him and in his name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this registration statement and any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act, as theattorney-in-fact and to file the same, with all exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents and their substitutes, 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 as he might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
Name | Title | Date | ||
/s/ Jean-Marc Germain | Chief Executive Officer and Executive Director | June 27, 2018 | ||
| Jean-Marc Germain | (Principal Executive Officer) | |||
/s/ Peter R. Matt | June 27, 2018 | |||
| Peter R. Matt | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Richard B. Evans | Chairman | June 27, 2018 | ||
| Richard B. Evans | ||||
/s/ Guy Maugis | Director | June 27, 2018 | ||
| Guy Maugis | ||||
/s/ Philippe Guillemot | Director | June 27, 2018 | ||
| Philippe Guillemot | ||||
/s/ Werner P. Paschke | Director | June 27, 2018 | ||
| Werner P. Paschke | ||||
/s/ Michiel Brandjes | Director | June 27, 2018 | ||
| Michiel Brandjes | ||||
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/s/ Peter F. Hartman | Director | June 27, 2018 | ||
| Peter F. Hartman | ||||
/s/ John Ormerod | Director | June 27, 2018 | ||
| John Ormerod | ||||
/s/ Lori A. Walker | Director | June 27, 2018 | ||
| Lori A. Walker | ||||
/s/ Martha Brooks | Director | June 27, 2018 | ||
| Martha Brooks | ||||
/s/ Stéphanie Frachet | Director | June 27, 2018 | ||
| Stéphanie Frachet | ||||
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has caused this Registration Statement to be signed solely in the capacity as the duly authorized representative of Constellium N.V. in the United States on June 27, 2018.
| Constellium U.S. Holdings I, LLC | ||
| By: | /s/ Rina Teran | |
| Name: | Rina Teran | |
| Title: | Vice President & Secretary | |
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