As Filed With the Securities and Exchange Commission on August 6, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNDER THE SECURITIES ACT OF 1933
SEALED AIR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 65-0654331 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2415 Cascade Pointe Boulevard Charlotte, North Carolina | 28208 | |
(Address of principal executive offices) | (Zip Code) | |
2014 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Thomas C. Lagaly
Vice President, Acting General Counsel and Secretary
Sealed Air Corporation
Vice President, Acting General Counsel and Secretary
Sealed Air Corporation
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28208
Charlotte, North Carolina 28208
(Name and address of agent for service)
(980)-221-3235
(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 | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | 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 Aggregate Offering Price Per Share (3) | Proposed Maximum Aggregate Offering Price (3) | Amount of Registration Fee |
Common Stock, par value $0.10 per share | 2,199,114 shares | $42.95 | $94,451,946.30 | $11,759.27 |
(1) | Consists of 2,199,114 shares issuable under the Registrant’s 2014 Omnibus Incentive Plan (as amended and restated effective May 17, 2018) (the “2014 Plan”). |
(2) | In addition, pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of the average of the high and low prices for the Common Stock as reported on the New York Stock Exchange on August 2, 2018. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 relating to the 2014 Plan of Sealed Air Corporation (the “Company”) is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. In accordance with General Instruction E to Form S-8 regarding registration of additional securities, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-196508, filed with the Securities and Exchange Commission on June 4, 2014, by the Company and the Registration Statement on Form S-8, File No. 333-223460, filed with the Securities and Exchange Commission on March 6, 2018, by the Company, in each case except as amended hereby.
Item 5. Interests of Named Experts and Counsel.
Thomas C. Lagaly, Vice President, Acting General Counsel and Secretary of the Company, has passed upon the validity of the shares of Common Stock offered under the 2014 Plan for the Company. As of the date of this Registration Statement, Mr. Lagaly was employed by the Company and was the beneficial owner of approximately 23,000 shares of Common Stock of the Company.
Item 8. Exhibits.
Exhibit Number | Description | |
4.1 | ||
4.2 | ||
4.3 | ||
5 | ||
23.1 | ||
23.2 | ||
24 | ||
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 Charlotte, State of North Carolina, on August 6, 2018.
SEALED AIR CORPORATION
By: | /s/ EDWARD L. DOHENY II |
Name: Edward L. Doheny II | |
Title: President and Chief Executive Officer | |
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Sealed Air Corporation hereby severally constitute and appoint William G. Stiehl and Thomas C. Lagaly, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Sealed Air Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ EDWARD L. DOHENY II | President, Chief Executive Officer and Director (Principal Executive Officer) | August 6, 2018 | ||
Edward L. Doheny II | ||||
/s/ WILLIAM G. STIEHL | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | August 6, 2018 | ||
William G. Stiehl | ||||
/s/ MICHAEL A. LEON | Chief Accounting Officer and Controller (Principal Accounting Officer) | August 6, 2018 | ||
Michael A. Leon | ||||
/s/ MICHAEL CHU | Director | August 6, 2018 | ||
Michael Chu | ||||
/s/ PATRICK DUFF | Director | August 6, 2018 | ||
Patrick Duff | ||||
/s/ HENRY R. KEIZER | Director | August 6, 2018 | ||
Henry R. Keizer | ||||
/s/ JACQUELINE B. KOSECOFF | Director | August 6, 2018 | ||
Jacqueline B. Kosecoff | ||||
/s/ NEIL LUSTIG | Director | August 6, 2018 | ||
Neil Lustig | ||||
/s/ RICHARD L. WAMBOLD | Director | August 6, 2018 | ||
Richard L. Wambold | ||||
/s/ JERRY R. WHITAKER | Director | August 6, 2018 | ||
Jerry R. Whitaker | ||||
Exhibit 5
Sealed Air Corporation
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28208
Telephone: (980)-221-3235
August 6, 2018
Sealed Air Corporation
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28208
Ladies and Gentlemen:
I am the Vice President, Acting General Counsel and Secretary of Sealed Air Corporation, a Delaware corporation (the “Corporation”), and as such have represented the Corporation in connection with a Registration Statement on Form S-8 (the “Registration Statement”) providing for the registration under the Securities Act of 1933, as amended, of 2,199,114 shares (the “Shares”) of the Corporation’s Common Stock, par value $0.10 per share (the “Common Stock”) which may be issued by the Corporation pursuant to the 2014 Omnibus Incentive Plan (as amended and restated effective May 17, 2018) (the “2014 Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
I have confirmed that the authorization of the Shares for issuance under the 2014 Plan was approved by the board of directors of the Corporation (the “Board of Directors”) on February 14, 2018, subject to the approval of the amendment and restatement of the 2014 Omnibus Incentive Plan by the stockholders of the Corporation (the “Stockholders”) at the 2018 annual meeting, which approval was obtained on May 17, 2018. The Board of Directors approved registration of the Shares and the preparation and filing of the Registration Statement on February 14, 2018.
As counsel for the Corporation, in addition to participating in the preparation of the Registration Statement, I have reviewed the 2014 Plan; the resolutions adopted by the Board of Directors on February 14, 2018, approving and adopting the amendment and restatement of the 2014 Omnibus Incentive Plan and authorizing the reservation for issuance of the Shares under the 2014 Plan, the listing of the Shares on the New York Stock Exchange, Inc., the registration of the Shares and the preparation and filing of the Registration Statement; and a resolution adopted by the Stockholders at the 2018 annual meeting approving the amendment and restatement of the 2014 Omnibus Incentive Plan. I have also reviewed such corporate records, documents, instruments and certificates and have made such other inquiries as I have deemed necessary in order to enable me to render this opinion.
As to factual matters, I have relied on originals or copies authenticated to my satisfaction of the documents referred to above and such other documents as I have considered necessary to form a basis for rendering this opinion.
Based on the foregoing, I am of the opinion that the Shares, when issued pursuant to the Registration Statement and the terms and conditions of the 2014 Plan, will be legally issued, fully paid and nonassessable shares of Common Stock of the Corporation.
I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5 to the Registration Statement and to the reference to me in Item 5 of the Registration Statement.
Very truly yours, |
/s/ Thomas C. Lagaly |
Thomas C. Lagaly Vice President, Acting General Counsel and Secretary |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 2014 Omnibus Incentive Plan of Sealed Air Corporation of our reports dated February 21, 2018, with respect to the consolidated financial statements and schedule of Sealed Air Corporation and subsidiaries and the effectiveness of internal control over financial reporting of Sealed Air Corporation and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
Charlotte, North Carolina |
August 6, 2018 |