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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/20 Alpha Pro Tech Ltd. S-8 9/28/20 4:233K RDG Filings/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 49K
Employee Benefit Plan
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 103K
3: EX-5.1 Opinion of Counsel re: Legality HTML 8K
4: EX-23.1 Consent of Expert or Counsel HTML 6K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Powers of Attorney (included on the signature pages to this Registration Statement) | ||||
As filed with the Securities and Exchange Commission on September 28, 2020
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Alpha Pro Tech, Ltd.
(Exact name of registrant as specified in its charter)
|
Delaware |
63-1009183 |
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
60 Centurian Drive, Suite 112
Markham, Ontario, L3R 9R2
(Address of Principal Executive Offices, including Zip Code)
ALPHA PRO TECH, LTD.
2020 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
|
President and Chief Executive Officer |
|
Alpha Pro Tech, Ltd. |
|
60 Centurian Drive, Suite 112 |
|
Markham, Ontario, L3R 9R2 |
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(905) 479-0654 |
(Name, address, and telephone number, including area code, of agent for service)
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With a Copy to: |
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Andrew S. Nix Laura E. Sanders |
|
Maynard, Cooper & Gale, P.C. |
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1901 Sixth Avenue North |
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Suite 1700 |
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(205) 254-1000 |
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 ☐ | |||
| 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)(2) |
Proposed maximum offering price per share (3) |
Proposed maximum aggregate offering price (3) |
Amount of registration fee (3) |
|
Common Stock, par value $0.01 per share, of Alpha Pro Tech, Ltd. |
1,800,000 shares |
$14.03 per share |
$25,254,000.00 |
$3,277.97 |
|
(1) |
This registration statement (this “Registration Statement”) registers the issuance of 1,800,000 shares of the common stock, par value $0.01 per share (the “Common Stock”), of Alpha Pro Tech, Ltd. (the “Registrant”), which are issuable pursuant to the Alpha Pro Tech, Ltd. 2020 Omnibus Incentive Plan (the “Plan”). |
|
(2) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers such indeterminate number of additional shares of Common Stock as may be issued in connection with any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change in capitalization pursuant to the anti-dilution provisions of the Plan. |
|
(3) |
Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales prices of the Registrant’s Common Stock reported on the NYSE American as of a date (September 24, 2020) within five business days prior to the filing of this Registration Statement on Form S-8. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this filing 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 Form S-8. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Alpha Pro Tech, Ltd. 2020 Omnibus Incentive Plan (the “Plan”) in accordance with Rule 428 under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Form S-8 Registration Statement (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are also incorporated by reference in the Section 10(a) prospectus, other documents required to be delivered to eligible participants pursuant to Rule 428(b) under the Securities Act, or additional information about the Plan, will be available without charge by contacting Alpha Pro Tech, Ltd., 60 Centurian Drive, Suite 112, Markham, Ontario, Canada L3R 9R2, Attention: Secretary.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have previously been filed by the Registrant with the Commission, are incorporated by reference and made a part hereof:
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▪ |
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on March 10, 2020; |
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▪ |
The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, filed with the Commission on May 7, 2020 and August 6, 2020, respectively; |
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▪ |
The Registrant’s Current Reports on Form 8-K filed with the Commission on February 3, 2020; February 13, 2020; February 27, 2020; March 12, 2020; April 8, 2020; May 6, 2020 (excluding furnished information); June 15, 2020; and August 4, 2020 (excluding furnished information); and the Registrant’s Current Report on Form 8-K/A filed with the Commission on August 4, 2020 (excluding furnished information); and |
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▪ |
The description of the Registrant’s common stock filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on March 10, 2020, including any amendment or report filed for the purpose of updating such description. |
The Registrant is not incorporating by reference any Current Reports on Form 8-K through which it furnished, rather than filed, information with the Commission.
Additionally, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 on or after the effective date of this Registration Statement, and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
Any statement contained herein or in any document to be 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.
Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends or unlawful stock purchases or redemptions), or (4) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by Section 102(b)(7) of the DGCL.
Section 145(a) of the DGCL empowers a corporation to indemnify any person who by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145(b) empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she acted in any of the capacities set forth in subsection (a) of Section 145, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.
Section 145(c) of the DGCL further provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in the defense of any claim, issue or matter therein, he or she is entitled to indemnification against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.
Section 145(f) of the DGCL also states that any indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 of the DGCL are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled, and Section 145(g) of the DGCL empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under Section 145 of the DGCL.
The Registrant’s Certificate of Incorporation provides that the Registrant must indemnify its current and former directors and officers to the fullest extent authorized by Section 145 of the DGCL. The Registrant’s Certificate of Incorporation further provides that such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The right to indemnification provided for in the Registrant’s Certificate of Incorporation shall inure to the benefit of the heirs, executors, and administrators of a current or former director or officer.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into this Registration Statement.
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Exhibit No. |
Exhibit Description | ||
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4.1.1 |
Certificate of Incorporation of Alpha Pro Tech, Ltd., incorporated by reference to Exhibit 3(f) to Form 10-K for the year ended December 31, 1994, filed on March 31, 1995 (File No. 000-19893) (P). |
||
|
4.1.2 |
Certificate of Amendment of Certificate of Incorporation of Alpha Pro Tech, Ltd., incorporated by reference to Exhibit 3(j) to Form 10-K for the year ended December 31, 1994, filed on March 31, 1995 (File No. 000-19893) (P). |
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|
4.1.3 |
Certificate of Ownership and Merger (BFD Industries, Inc. into Alpha Pro Tech, Ltd.), incorporated by reference to Exhibit 3(l) to Form 10-K for the year ended December 31, 1994, filed on March 31, 1995 (File No. 000-19893) (P). |
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4.2 |
Bylaws of Alpha Pro Tech, Ltd., incorporated by reference to Exhibit 3(g) to Form 10-K for the year ended December 31, 1994, filed on March 31, 1995 (File No. 000-19893) (P). |
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4.3* |
|||
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5.1* |
Opinion of Maynard, Cooper & Gale, P.C., counsel to the Registrant. |
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23.1* |
Consent of Tanner LLC, independent registered public accounting firm. |
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23.2* |
Consent of Maynard, Cooper & Gale, P.C. (contained in Exhibit 5.1 to this Registration Statement). |
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24.1* |
Powers of Attorney (included on the signature pages to this Registration Statement). |
||
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* |
|
(P) |
Indicates a paper filing with the Commission. |
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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(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;
(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) 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (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 of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.
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 Markham, Ontario, Canada on September 28, 2020.
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ALPHA PRO TECH, LTD.
By: /s/ Lloyd Hoffman Name: Lloyd Hoffman Title: President and Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lloyd Hoffman and Colleen McDonald, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, 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 any and all additional registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or his, her or their 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 has been signed below by the following persons in the capacities indicated on the 28th day of September, 2020.
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Signature |
Title |
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| /s/ Lloyd Hoffman | President, Chief Executive Officer and Director | |
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(Principal Executive Officer) |
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| /s/ Colleen McDonald | Chief Financial Officer | |
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(Principal Financial and Accounting Officer) |
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| /s/ Danny Montgomery | Senior Vice President Manufacturing and Director | |
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/s/ Donna Millar |
Investor Relations and Director |
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| Donna Millar | ||
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/s/ David Garcia |
Director |
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| David Garcia | ||
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/s/ Russ Manock |
Director |
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| Russ Manock | ||
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/s/ Dr. John Ritota |
Director |
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| Dr. John Ritota | ||
|
/s/ James Buchan |
Director |
|
| James Buchan |
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 9/28/20 | |||
| 9/24/20 | 4 | |||
| 8/6/20 | 10-Q | |||
| 5/7/20 | 10-Q | |||
| 3/10/20 | 10-K | |||
| 12/31/19 | 10-K | |||
| 3/31/95 | ||||
| 12/31/94 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/06/20 Alpha Pro Tech Ltd. 10-Q 6/30/20 62:3.3M RDG Filings/FA 8/04/20 Alpha Pro Tech Ltd. 8-K/A:2,8,9 8/04/20 2:204K RDG Filings/FA 8/04/20 Alpha Pro Tech Ltd. 8-K:2,8,9 8/04/20 2:193K RDG Filings/FA 6/15/20 Alpha Pro Tech Ltd. 8-K:5,9 6/09/20 2:183K RDG Filings/FA 5/07/20 Alpha Pro Tech Ltd. 10-Q 3/31/20 62:2.9M RDG Filings/FA 5/06/20 Alpha Pro Tech Ltd. 8-K:2,8,9 5/06/20 2:169K RDG Filings/FA 4/08/20 Alpha Pro Tech Ltd. 8-K:8,9 4/08/20 2:52K RDG Filings/FA 3/12/20 Alpha Pro Tech Ltd. 8-K:8,9 3/12/20 2:59K RDG Filings/FA 3/10/20 Alpha Pro Tech Ltd. 10-K 12/31/19 86:5.3M RDG Filings/FA 2/27/20 Alpha Pro Tech Ltd. 8-K:8,9 2/27/20 2:43K RDG Filings/FA 2/13/20 Alpha Pro Tech Ltd. 8-K:8,9 2/13/20 2:60K RDG Filings/FA 2/03/20 Alpha Pro Tech Ltd. 8-K:8,9 2/03/20 2:40K RDG Filings/FA |