FileNo. 333-
As filed with the Securities and Exchange Commission on April 30, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
nVent Electric plc
(Exact name of registrant as specified in its charter)
| Ireland | 98-1391970 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
The Mille, 1000 Great West Road, 8th Floor (East) TW8 9DW London, United Kingdom | ||
| (Address of Principal Executive Offices, including Zip Code) | ||
nVent Electric plc 2018 Omnibus Incentive Plan
(Full title of the plan)
Jon D. Lammers Executive Vice President, General Counsel and Secretary nVent Management Company 1665 Utica Avenue, Suite 700 St. Louis Park, Minnesota 55416 (Name and address of agent for service) (763)204-7700 (Telephone number, including area code, of agent for service) | with a copy to: Benjamin F. Garmer, III John K. Wilson Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 271-2400 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, 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 | ☐ (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 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(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
Ordinary Shares, nominal value $0.01 | 13,600,000 | $23.84 | $324,224,000 | $40,366 | ||||
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| (1) | Amount to be registered consists of an aggregate of 13,600,000 ordinary shares, nominal value $0.01 per share (the “Ordinary Shares”), of nVent Electric plc (the “Company”) to be issued pursuant to the grant or exercise of awards to participants under the above-named plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional Ordinary Shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the above-named plan. |
| (2) | Determined in accordance with Rules 457(c) and 457(h) under the Securities Act, the registration fee calculation is based on the average of the high and low prices of the Ordinary Shares in the “when-issued” trading market as reported on the New York Stock Exchange on April 23, 2018. |
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this registration statement will be sent or given to the participants in the nVent Electric plc 2018 Omnibus Incentive Plan (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act. In accordance with Rule 428 and the requirements of Part I of FormS-8, such documents are not being filed with the U.S. Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The Company will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Company will furnish to the SEC or its staff a copy of any or all of the documents included in such file.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference
The following documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof:
(a) The Company’s Registration Statement on Form 10 (FileNo. 001-38265) filed with the SEC on October 30, 2017, as amended by Amendment No. 1 filed on December 6, 2017, Amendment No. 2 filed on January 31, 2018, Amendment No. 3 filed on February 27, 2018, Amendment No. 4 filed on March 26, 2018 and Amendment No. 5 filed on April 4, 2018, and declared effective by the SEC on April 9, 2018 (the “Form 10”);
(b) The description of the Company’s share capital contained in the Information Statement filed as Exhibit 99.1 to the Form 10, including any amendment or Current Report on Form8-K filed for the purpose of updating such description; and
(c) The Company’s Current Reports on Form8-K dated April 9, 2018 (as amended on April 11, 2018) and April 30, 2018.
All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement that indicates that all securities offered have been sold or that deregisters all securities that remain 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.
Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference 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.
None.
Item 6 Indemnification of Directors and Officers
Pursuant to the articles of association of the Company, directors and the secretary shall be indemnified to the extent permitted by the Companies Act 2014 of Ireland (as amended) (the “Irish Companies Act”). The Company may indemnify the directors or secretary only if the indemnified party receives a favorable judgment in respect of the liability, or where an Irish court determines that the director or the secretary acted honestly and reasonably and ought fairly to be excused. This restriction in the Irish Companies Act does not apply to executives who are not directors or the secretary of the Company. Any provision for indemnification to a greater extent is void under Irish law, whether contained in the articles of association or any contract between the director and the Company.
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The articles of association contain indemnification and expense advancement provisions for current and former executives who are not directors or the secretary of the Company.
The directors of the Company may, on acase-by-case basis, decide at their discretion that it is in the best interests of the Company to indemnify an individual director from any liability arising from his or her position as a director of the Company. However, this discretion must be exercised bona fide in the best interests of the Company as a whole.
Irish companies may take out directors’ and officers’ liability insurance, as well as other types of insurance, for their directors and officers.
In addition, due to more restrictive provisions of Irish law in relation to the indemnification of directors and the secretary, the Company has indemnified its directors and executive officers pursuant to indemnification agreements (or deed poll indemnities).
Under Irish law, a company may not exempt its directors from liability for negligence or a breach of duty. However, where a breach of duty has been established, directors may be statutorily exempted by an Irish court from personal liability for negligence or breach of duty if, among other things, the court determines that they have acted honestly and reasonably, and that they may fairly be excused as a result.
Under Irish law, shareholders may not agree to exempt a director or officer from any claim or right of action the shareholder may have, whether individually or in the right of a company, on account of any action taken or the failure to take any action in the performance of his or her duties to the company.
The limitation of liability and indemnification provisions described above may discourage shareholders from bringing a lawsuit against directors for breaches of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against the Company’s directors and officers, even though such an action, if successful, might otherwise benefit the Company and its shareholders. However, these provisions will not limit or eliminate the Company’s rights, or those of any shareholder, to seek anynon-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be materially adversely affected to the extent that, in a class action or direct suit, the Company pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding against any director, officer or employee of the Company for which indemnification is being sought.
Item 7 Exemption from Registration Claimed
Not applicable.
Item 8 Exhibits
Exhibit Index
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The Plan is intended to be a tax qualified plan under the Internal Revenue Code. The Registrant hereby undertakes to submit the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and to make all changes required by the IRS in order to maintain the tax qualifications of the Plan.
Item 9 Undertakings
(a) The undersigned Company 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;
(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) of this section do not apply if the registration statement is on FormS-8, and 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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement; and
(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 initialbona 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’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 Securities Exchange Act of 1934) 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 Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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, 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 the City of St. Louis Park, State of Minnesota, on April 30, 2018.
| NVENT ELECTRIC PLC | ||
By: | /s/ Stacy P. McMahan | |
| Stacy P. McMahan | ||
| Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
/s/ Beth A. Wozniak Beth A. Wozniak | Chief Executive Officer and Director (Principal Executive Officer) | April 30, 2018 | ||
/s/ Stacy P. McMahan Stacy P. McMahan | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | April 30, 2018 | ||
/s/ Randolph A. Wacker Randolph A. Wacker | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | April 30, 2018 | ||
* Brian M. Baldwin | Director | April 30, 2018 | ||
* Jerry W. Burris | Director | April 30, 2018 | ||
* Susan M. Cameron | Director | April 30, 2018 | ||
* Michael L. Ducker | Director | April 30, 2018 | ||
* David H. Y. Ho | Director | April 30, 2018 | ||
* Randall J. Hogan | Director | April 30, 2018 | ||
* Ronald L. Merriman | Director | April 30, 2018 | ||
* William T. Monahan | Director | April 30, 2018 | ||
* Herbert K. Parker | Director | April 30, 2018 | ||
*By | /s/ Stacy P. McMahan | |
Stacy P. McMahan | ||
Attorney-in-fact | ||
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