As filed with the Securities and Exchange Commission
on July 25, 2008
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
APTARGROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3853103
(I.R.S. Employer Identification No.) (State or other jurisdiction of
incorporation or organization)
475 West Terra Cotta Avenue, Suite E
Crystal Lake, Illinois 60014
(Address of principal executive offices)
AptarGroup, Inc.
2008 Stock Option Plan
AptarGroup, Inc.
2008 Director Stock Option Plan
(Full title of the plan)
Copy to:
Stephen J. Hagge Gary D. Gerstman
Executive Vice President, Chief Sidley Austin LLP
Operating Officer, Chief Financial One South Dearborn
Officer and Secretary Chicago, Illinois 60603
475 West Terra Cotta Avenue, Suite E (312) 853-7000
Crystal Lake, Illinois 60014
(815) 477-0424
(Name, address and 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, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [X] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [_]
(Do not check if a smaller reporting
company)
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration
share price fee
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Common Stock, $.01 par 4,300,000 shares
value $37.445 (1) $161,013,500 (1) $6,327.83
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Preferred Stock Purchase
Rights 4,300,000 (2) -- (2) -- (2) -- (2)
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(1) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933,
based upon the average of the high and low sale prices of the Common Stock
of the Registrant on the New York Stock Exchange on July 22, 2008.
(2) Rights are initially carried and traded with the Common Stock of the
Registrant. Value attributable to such Rights, if any, is reflected in the
market price of the Common Stock.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by AptarGroup, Inc. (the "Company") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2007.
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 2007.
(c) The description of the Company's common stock, par value $.01
per share (the "Common Stock"), which is contained in the Registration
Statement on Form 8-A filed with the Commission on April 5, 1993 under the
Exchange Act, and the description of the associated preferred stock
purchase rights (the "Rights"), which is contained in the Registration
Statement on Form 8-A filed with the Commission on April 7, 2003 under the
Exchange Act, including in each case any subsequent amendment or any
report filed for the purpose of updating such descriptions.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and all documents filed by the Plan
pursuant to Section 15(d) of the Exchange Act after the 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 hereby
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 a part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Company's Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") provides that, to the fullest extent permitted
by the Delaware General Corporation Law (the "DGCL"), as the same exists or may
be amended, a director of the Company shall not be liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director.
In accordance with Section 102(b)(7) of the DGCL, no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director except for (i) breach of the
director's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful payment of dividends under Section 174 of the
DGCL or (iv) transactions from which the director derives an improper personal
benefit.
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The Certificate of Incorporation provides for indemnification of
directors and officers to the fullest extent permitted by the DGCL, as amended
from time to time. Under Article Thirteen of the Certificate of Incorporation,
the Company may maintain insurance on behalf of any person who is or was a
director, officer or employee of the Company or was serving at the request of
the Company as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise (including service with
respect to any employee benefit plan) against any liability asserted against
such person in such capacity, whether or not the Company would have the power to
indemnify such person against such liability under the provisions of Article
Thirteen of the Certificate of Incorporation.
Reference is made to Section 145 of the DGCL, which provides for
indemnification of directors and officers in certain circumstances.
Pursuant to Section 145 of the DGCL and the Certificate of
Incorporation, the Company maintains directors' and officers' liability
insurance coverage.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibits accompanying this Registration Statement are listed on
the accompanying Exhibit Index.
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 this 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 this 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 and 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
-4-
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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 periodic 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 this 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 Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this 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 Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.
-5-
SIGNATURES
The Registrant. 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 Crystal Lake, State of Illinois, on this July
25, 2008.
APTARGROUP, INC.
By: /s/ Stephen J. Hagge
--------------------
Stephen J. Hagge
Executive Vice President, Chief Operating
Officer, Chief Financial Officer and Secretary
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen J. Hagge and Ralph A. Poltermann, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, including any filings under Rule 462 promulgated under the Securities
Act of 1933, 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 full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he 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 indicated on this July 25, 2008.
/s/ King Harris Chairman of the Board and Director
----------------------------------------
King Harris
/s/ Peter Pfeiffer President, Chief Executive Officer and
----------------------------------------
Peter Pfeiffer Director
(Principal Executive Officer)
/s/ Stephen J. Hagge Executive Vice President, Chief Operating
----------------------------------------
Stephen J. Hagge Officer, Chief Financial Officer, Secretary and
Director
(Principal Accounting and Financial Officer)
/s/ Stefan A. Baustert Director
----------------------------------------
Stefan A. Baustert
/s/ Alain Chevassus Director
----------------------------------------
Alain Chevassus
/s/ Rodney L. Goldstein Director
----------------------------------------
Rodney L. Goldstein
/s/ Ralph Gruska Director
----------------------------------------
Ralph Gruska
/s/ Leo A. Guthart Director
----------------------------------------
Leo A. Guthart
/s/ Carl A. Siebel Director
----------------------------------------
Carl A. Siebel
/s/ Dr. Joanne C. Smith Director
----------------------------------------
Dr. Joanne C. Smith
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description of Exhibit
------ ----------------------
*4(a) Amended and Restated Certificate of Incorporation of the Company, as
amended.
4(b) Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on Form
10-K for the year ended December 31, 2002, File No. 1-11846).
4(c) Rights Agreement dated as of April 7, 2003 between the Company and
National City Bank, as rights agent (incorporated by reference to
Exhibit 1 of the Company's Registration Statement on Form 8-A filed
on April 7, 2003 under the Exchange Act, File No. 1-11846).
4(d) Certificate of Designation of the Series B Junior Participating
Preferred Stock of the Company dated April 7, 2003 (incorporated by
reference to Exhibit 2 of the Company's Registration Statement on
Form 8-A filed on April 7, 2003 under the Exchange Act, File No.
1-11846).
4(e) AptarGroup, Inc. 2008 Stock Option Plan (incorporated by reference
to Appendix B to the Proxy Statement for the 2008 Annual Meeting of
Stockholders filed under the Exchange Act, File No. 1-11846).
4(f) AptarGroup, Inc. 2008 Director Stock Option Plan (incorporated by
reference to Appendix C to the Proxy Statement for the 2008 Annual
Meeting of Stockholders filed under the Exchange Act, File No.
1-11846).
*5 Opinion of Sidley Austin LLP.
*23(a) Consent of Sidley Austin LLP (included in its opinion filed as
Exhibit 5).
*23(b) Consent of PricewaterhouseCoopers LLP.
*24 Powers of Attorney (contained in the signature page to this
Registration Statement).
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* Filed herewith.