SEC Form S-8 filed by Hamilton Beach Brands Holding Company
As filed with the Securities and Exchange Commission on May 9, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HAMILTON BEACH BRANDS HOLDING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 31-1236686 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
4421 Waterfront Drive, Glen Allen, Virginia 23060
(Address of Principal Executive Offices) (Zip Code)
Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan
(Amended and Restated Effective March 1, 2024)
(Full title of the plan)
Lawrence K. Workman, Jr., Esq.
Senior Vice President, General Counsel and Secretary
4421 Waterfront Drive
Glen Allen, Virginia 23060
(Name and address of agent for service)
(804) 273-9777
(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.
| 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. ☐
EXPLANATORY NOTE
Hamilton Beach Brands Holding Company (the “Registrant”) hereby files this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 700,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common”), under the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan (as amended or amended and restated to date, the “Plan”). The Plan is an amendment and restatement, effective March 1, 2024, of the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan, for which a previously filed registration statement on Form S-8 is effective. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-221358) filed by the Registrant on November 6, 2017 and the Registration Statement on Form S-8 (Registration No. 333-265031) filed by the Registrant on May 18, 2022, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:
| (a) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 (Commission File No. 001-38214), filed March 6, 2024; |
| (b) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (Commission File No. 001-38214), filed May 7, 2024; |
| (c) | The Registrant’s Current Reports on Form 8-K (Commission File No. 001-38214), filed with the Commission on February 22, 2024 (as amended by the Registrant’s Current Report on Form 8-K/A filed on April 26, 2024) and May 9, 2024; and |
| (d) | The description of the Class A Common contained in the registration statement on Form 8-A, filed September 21, 2017 (Commission File No. 001-38214), as updated by the description of the Class A Common contained in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 (Commission File No. 001-38214), and as amended by any subsequently filed amendments and reports updating such description. |
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will 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 in any document incorporated or deemed to be incorporated by reference herein will 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 that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
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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 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 Glen Allen, Virginia, on May 9, 2024.
| HAMILTON BEACH BRANDS HOLDING COMPANY | ||
| By: | /s/ Lawrence K. Workman, Jr. | |
| Lawrence K. Workman, Jr. | ||
| Senior Vice President, General Counsel and Secretary | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Date: May 9, 2024 | * |
|||||
| Gregory H. Trepp | ||||||
| President, Chief Executive Officer and Director (Principal Executive Officer) | ||||||
| Date: May 9, 2024 | * |
|||||
| Sally M. Cunningham | ||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||
| Date: May 9, 2024 | * |
|||||
| Mark R. Belgya | ||||||
| Director | ||||||
| Date: May 9, 2024 | * |
|||||
| J.C. Butler, Jr. | ||||||
| Director | ||||||
| Date: May 9, 2024 | * |
|||||
| Paul D. Furlow | ||||||
| Director | ||||||
| Date: May 9, 2024 | * |
|||||
| John P. Jumper | ||||||
| Director | ||||||
| Date: May 9, 2024 | * |
|||||
| Dennis W. LaBarre | ||||||
| Director | ||||||
| Date: May 9, 2024 | * |
|||||
| Michael S. Miller | ||||||
| Director | ||||||
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| Date: May 9, 2024 | * |
|||||
| Alfred M. Rankin, Jr. | ||||||
| Director | ||||||
| Date: May 9, 2024 | * |
|||||
| Thomas T. Rankin | ||||||
| Director | ||||||
| Date: May 9, 2024 | * |
|||||
| James A. Ratner | ||||||
| Director | ||||||
| Date: May 9, 2024 | * |
|||||
| Clara R. Williams | ||||||
| Director | ||||||
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| * | This Registration Statement has been signed on behalf of the above officers and directors by Lawrence K. Workman, Jr., as attorney-in-fact, pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement. |
| Date: May 9, 2024 |
By: | /s/ Lawrence K. Workman, Jr. |
||||||
| Lawrence K. Workman, Jr. | ||||||||
| Attorney-in-Fact |
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