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O-I Glass, Inc./DE – ‘S-8’ on 11/3/22

On:  Thursday, 11/3/22, at 4:15pm ET   ·   Effective:  11/3/22   ·   Accession #:  1104659-22-114424   ·   File #:  333-268132

Previous ‘S-8’:  ‘S-8’ on 10/29/20   ·   Next & Latest:  ‘S-8’ on 8/3/23   ·   13 References:   By:  O-I Glass, Inc./DE – Next & Latest ‘S-8’ on 8/3/23 To:  O-I Glass, Inc./DE – ‘10-Q’ on 11/2/22 for 9/30/22 To:  O-I Glass, Inc./DE – ‘8-K’ on 8/31/22 for 8/30/22 To:  O-I Glass, Inc./DE – ‘10-Q’ on 8/3/22 for 6/30/22 To:  O-I Glass, Inc./DE – ‘8-K’ on 7/18/22 for 7/8/22 To:  O-I Glass, Inc./DE – ‘8-K’ on 5/12/22 for 5/10/22 To:  O-I Glass, Inc./DE – ‘DEFA14A’ on 4/29/22 To:  O-I Glass, Inc./DE – ‘10-Q’ on 4/26/22 for 3/31/22 To:  O-I Glass, Inc./DE – ‘DEF 14A’ on 3/30/22 for 5/10/22 To:  O-I Glass, Inc./DE – ‘8-K’ on 3/28/22 for 3/25/22 To:  O-I Glass, Inc./DE – ‘10-K’ on 2/9/22 for 12/31/21 To:  O-I Glass, Inc./DE – ‘8-K’ on 2/2/22 for 1/28/22 To:  O-I Glass, Inc./DE – ‘8-K12B’ on 12/27/19 for 12/25/19 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/03/22  O-I Glass, Inc./DE                S-8        11/03/22    4:89K                                    Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     51K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     13K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      5K 
 4: EX-FILING FEES  Filing Fees                                     HTML     14K 

As filed with the Securities and Exchange Commission on November 3, 2022

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 

O-I GLASS, INC.

(Exact name of registrant as specified in its charter)

One Michael Owens Way
Perrysburg, Ohio 43551-2999

(Address of Principal Executive Offices) (Zip Code)

O-I GLASS, INC. THIRD AMENDED AND RESTATED 2017 INCENTIVE AWARD PLAN

(Full title of the plan)

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

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.

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. o

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed in order to register 6,850,000 additional shares of common stock, $0.01 par value per share (“Common Stock”), of O-I Glass, Inc. (the “Company” or the “Registrant”) that may be issued to participants pursuant to the O-I Glass, Inc. Third Amended and Restated 2017 Incentive Award Plan (the “Plan”). On May 11, 2021 and May 10, 2022, stockholders of the Company approved separate amendments and restatements of the Plan at the Company’s Annual Meeting of Share Owners held on such dates. The aggregate effect of these amendments and restatements resulted in the total number of shares of Common Stock reserved for issuance under the Plan increasing by 6,850,000 shares.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be filed with this Registration Statement. 

Not required to be filed with this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The Company has filed the following documents with the Securities and Exchange Commission (“SEC”), which are hereby incorporated by reference in this Registration Statement:

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment 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 into this Registration Statement and to be part of this Registration Statement from the date of the filing of such documents, except as to any portion of any document, including portions of a Current Report furnished under Items 2.02 or 7.01 of Form 8-K, that is not deemed filed under such provisions.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement is deemed to be modified or superseded for purposes of this Registration Statement to the extent that such statement conflicts with a statement contained in this Registration Statement or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement.

Not required to be filed with this Registration Statement.

Not applicable.

Section 145 of the General Corporation Law of the State of Delaware (“DGCL”) provides that a corporation shall have the power, and in some cases is required, to indemnify an agent, including an officer or director, who was or is a party or is threatened to be made a party to any pending or completed action, suit or proceedings, against certain expenses, judgments, fines, settlements and other amounts under certain circumstances.  Article IV, Section 16 of the Company’s Amended and Restated By-laws provides for indemnification of our officers and directors to the full extent permitted by the DGCL, and the Company maintains insurance covering certain liabilities of our directors and officers and the directors and officers of our subsidiaries.

Not applicable.

(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, as amended (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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fees 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 Form S-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 SEC by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the 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 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 the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC 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.

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 Perrysburg, state of Ohio, on the 3rd day of November, 2022.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Andres A. Lopez, John A. Haudrich and Darrow A. Abrahams and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange 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 and necessary to be done in and about the foregoing, 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 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 by the following persons in the capacities and on the dates indicated.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		11/3/22
		9/30/22		10-Q
		6/30/22		10-Q
		5/10/22		3,  8-K,  DEF 14A
		3/31/22		10-Q
		5/11/21		8-K,  DEF 14A
				List all Filings

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1 Subsequent Filing that References this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/03/23 O-I Glass, Inc./DE S-8 8/03/23 4:87K Toppan Merrill/FA

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12 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/02/22 O-I Glass, Inc./DE 10-Q 9/30/22 74:12M Toppan Merrill Bridge/FA 8/31/22 O-I Glass, Inc./DE 8-K:1,2,7,9 8/30/22 12:2.7M Toppan Merrill/FA 8/03/22 O-I Glass, Inc./DE 10-Q 6/30/22 77:12M Toppan Merrill Bridge/FA 7/18/22 O-I Glass, Inc./DE 8-K:7,8,9 7/08/22 12:802K Toppan Merrill/FA 5/12/22 O-I Glass, Inc./DE 8-K:5,9 5/10/22 10:226K Toppan Merrill/FA 4/29/22 O-I Glass, Inc./DE DEFA14A 1:196K Toppan Merrill/FA 4/26/22 O-I Glass, Inc./DE 10-Q 3/31/22 79:8.7M Toppan Merrill Bridge/FA 3/30/22 O-I Glass, Inc./DE DEF 14A 5/10/22 1:8.2M Toppan Merrill Bridge/FA 3/28/22 O-I Glass, Inc./DE 8-K:1,2,9 3/25/22 14:2.5M Toppan Merrill/FA 2/09/22 O-I Glass, Inc./DE 10-K 12/31/21 135:22M Toppan Merrill Bridge/FA 2/02/22 O-I Glass, Inc./DE 8-K:5 1/28/22 10:201K Toppan Merrill/FA 12/27/19 O-I Glass, Inc./DE 8-K12B:1,3,12/25/19 17:824K Toppan Merrill/FA

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Filing Submission 0001104659-22-114424   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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