SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERICAN ELECTRIC TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Florida | 59-3410234 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
6410 Long Drive, Houston, TX 77087
(Address of principal executive offices)
2007 Employee Stock Purchase Plan
(Full title of the Plan)
Charles M. Dauber, President
American Electric Technologies, Inc.
6410 Long Drive, Houston, TX 77087
(713) 644-8182
(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | x |
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 |
Amount of registration fee | ||||
Common Stock |
75,000 shares | $3.43 | $257,250 | $29.87 | ||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional securities that may be offered or issued in connection with any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the outstanding number of shares of Common Stock. |
(2) | Represents 75,000 additional shares of Common Stock authorized to be issued under the registrants 2007 Employee Stock Purchase Plan (the 2007 Plan). Shares available for issuance under the 2007 Plan were initially registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on March 14, 2008 (Registration No. 333-149724). |
(3) | This estimate is made pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The fee is calculated on the basis of the average of the high and low sale prices for the registrants Common Stock as reported on the NASDAQ Stock Market on June 27, 2011. |
INTRODUCTORY NOTE
This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8 this registration statement hereby incorporates by reference the contents of the registration statements on Form S-8 filed by the Registrant on March 14, 2008 with respect to the Registrants 2007 Employee Stock Purchase Plan (Registration Nos. 333-149724)
Pursuant to Rule 416, this Registration Statement also covers such indeterminable number of additional shares as may become issuable pursuant to terms designed to prevent dilution resulting from stock splits, stock dividends or similar events.
Item 8. | Exhibits. |
No. |
Description | |
5.1 | Opinion of Joel Bernstein | |
10.1 |
2007 Employee Stock Purchase Plan, as amended. Incorporated by reference to Exhibit 10.1 to the Companys current report on Form 8-K filed May 17, 2011. | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
23.2 | Consent of Joel Bernstein (contained in Exhibit 5.1) | |
24.1 | Power of Attorney (included on the signature page of this Registration Statement) |
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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 Houston, State of Texas, on July 1, 2011.
AMERICAN ELECTRIC TECHNOLOGIES, INC. | ||
By: | /s/ Charles M. Dauber | |
Charles M. Dauber, President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Charles M. Dauber and Arthur G. Dauber as his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any 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 SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
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(s) |
Date | ||
/s/ Charles Dauber Charles Dauber |
President, Chief Executive Officer, Director (Principal Executive Officer) |
July 1, 2011 | ||
/s/ Frank R. Pierce Frank R. Pierce |
Senior Vice President, Chief Financial Officer and Secretary (Principal Financial Officer) | July 1, 2011 | ||
/s/ Arthur G. Dauber Arthur G. Dauber |
Executive Chairman and Director | July 1, 2011 | ||
/s/ Howard W. Kelley Howard W. Kelley |
Director | July 1, 2011 | ||
/s/ Peter Menikoff Peter Menikoff |
Director | July 1, 2011 | ||
/s/ Thomas R. Callahan Thomas R. Callahan |
Director | July 1, 2011 | ||
/s/ J. Hoke Peacock II J. Hoke Peacock II |
Director | July 1, 2011 |
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EXHIBIT INDEX
No. |
Description | |
5.1 | Opinion of Joel Bernstein | |
10.1 |
2007 Employee Stock Purchase Plan, as amended. Incorporated by reference to Exhibit 10.1 to the Companys current report on Form 8-K filed May 17, 2011. | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
23.2 | Consent of Joel Bernstein (contained in Exhibit 5.1) | |
24.1 | Power of Attorney (included on the signature page of this Registration Statement) |
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