As filed with the Securities and Exchange Commission on August 2, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROTO LABS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1939628
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5540 Pioneer Creek Drive
Maple Plain, Minnesota
55359
(Address of principal executive offices and zip code)
Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan
(Full Title of the Plan)
Copy to:
Jason Frankman W. Morgan Burns
Secretary Mark D. Pihlstrom
Proto Labs, Inc. Faegre Drinker Biddle & Reath LLP
5540 Pioneer Creek Drive 2200 Wells Fargo Center
Maple Plain, MN 55359 90 South Seventh Street
(763) 479-3680 Minneapolis, MN 55402-3901
(612) 766-7000
(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, 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.
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EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement is
filed to register an additional 430,000 shares of the common stock, $0.001 par
value ("Common Stock"), of Proto Labs, Inc. (the "Company") reserved for
issuance under the Amended and Restated Proto Labs, Inc. 2022 Long-Term
Incentive Plan (the "Plan"). Shares of the Company's Common Stock issuable
under the Plan were initially registered pursuant to a Registration Statement
on Form S-8 filed with the Securities and Exchange Commission (the
"Commission") on August 30, 2022 (No.
333-267156
)
. Such Registration Statement is currently effective and the contents thereof
are incorporated herein by reference except to the extent that such content is
superseded by the items appearing below.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is not required to be filed
with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act of 1933, as amended (the "Securities Act"). The information
required in the Section 10(a) prospectus is included in the documents being
maintained and delivered by the Company as required by Rule 428 under the
Securities Act. Such documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended December 31,
2023, filed on
February 16, 2024
;
(b) those portions of the Company's Definitive Proxy Statement on Schedule 14A
for its 2024 Annual Meeting of Shareholders, filed with the Commission on
April 12, 2024
, that were specifically incorporated by reference into the Company's Annual
Report on Form 10-K for the year ended December 31, 2023;
(c) the Company's Quarterly Reports on Form 10-Q, filed on
May 3, 2024
, and
August
2
,
2024
;
(d) the Company's Current Reports on Form 8-K filed (but not furnished) on
May 24, 2024
and
July
2
4
, 2024
;
(e) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the Annual Report referred to in (a) above
(other than information deemed to have been "furnished" rather than "filed" in
accordance with the Commission's rules); and
(f) the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed on
February 21, 2012
, as updated by
Exhibit 4.2
to the Annual Report referred to in (a) above, including any amendment or
report filed for the purpose of updating such description.
In addition, all reports and other documents subsequently filed (but not
furnished) by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all of the shares of Common Stock
offered hereby have been sold or that deregisters all shares of the Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
in and a part of this Registration Statement from the date of filing of such
reports and documents; except as to any document, or portion of or exhibit to
a document, that is "furnished" to (rather than "filed" with) the Commission.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference in this Registration Statement shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference in this Registration Statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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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 is subject to Minnesota Statutes Chapter 302A, the Minnesota
Business Corporation Act (the "Corporation Act"). Section 302A.521 of the
Corporation Act provides in substance that, unless prohibited by its articles
of incorporation or bylaws, a corporation must indemnify a person, including
an officer or director, who is made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
against judgments, penalties, fines, including, without limitation, excise
taxes assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the
person seeking indemnification, are (a) that such person has not been
indemnified by another organization or employee benefit plan for the same
judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (b) that such person must have acted in
good faith; (c) that no improper personal benefit was obtained by such person
and such person satisfied certain statutory conflicts of interest provisions,
if applicable; (d) that in the case of a criminal proceeding, such person had
no reasonable cause to believe that the conduct was unlawful; and (e) that, in
the case of acts or omissions occurring in such person's performance in an
official capacity, such person must have acted in a manner such person
reasonably believed was in the best interests of the corporation or, in
certain limited circumstances, not opposed to the best interests of the
corporation. In addition, Section 302A.521, subd. 3 requires payment by the
Company, upon written request, of reasonable expenses in advance of final
disposition in certain instances. A decision as to required indemnification is
made by a majority of the disinterested board of directors present at a
meeting at which a disinterested quorum is present, or by a designated
committee of disinterested directors, by special legal counsel, by the
disinterested shareholders, or by a court.
The Company also maintains a director and officer insurance policy to cover
the registrant, its directors and its officers against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit Description
4.1 Third Amended and Restated Articles of Incorporation of Proto
Labs, Inc. (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1/A (File No.
333-175745), filed with the Commission on February 13, 2012)
4.2 Articles of Amendment to Third Amended and Restated Articles
of Incorporation of Proto Labs, Inc. dated May 20, 2015
(incorporated by reference to Exhibit 3.1 to the Company's
Form 8-K, filed with the Commission on May 21, 2015)
4.3 Third Amended and Restated By-Laws of Proto Labs, Inc,
as amended through November 15, 2022 (incorporated
by reference to Exhibit 3.2 to the Company's Form
8-K, filed with the Commission on November 15, 2022)
5.1 Opinion of Faegre Drinker Biddle & Reath LLP
23.1 Consent of Faegre Drinker Biddle &
Reath LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included
on signature page hereto)
99.1 Amended and Restated Proto Labs, Inc. 2022
Long-Term Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Company's
Form 10-Q filed on August 2, 2024)
107.1 Filing Fee Table
Item 9. Undertakings.
(a) The Company 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;
(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 Commission 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 Registration Fee" table in the effective Registration Statement;
(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) above 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 Commission by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement; and
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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
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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 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
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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 Maple Plain, State of Minnesota, on August 2, 2024.
PROTO LABS, INC.
By: /s/ Robert Bodor
Robert Bodor, President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears below
hereby constitutes and appoints Robert Bodor and Daniel Schumacher, and each
of them, his or her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration
Statement, and to file the same, with 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, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or 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 below on August 2, 2024 by the following persons in
the capacities indicated.
/s/ Robert Bodor President, Chief Executive Officer and Director
Robert Bodor (Principal Executive Officer)
/s/ Daniel Schumacher Chief Financial Officer
Daniel Schumacher (Principal Financial Officer and Principal Accounting Officer)
/s/ Rainer Gawlick Chairman of the Board
Rainer Gawlick
/s/ Archie C. Black Director
Archie C. Black
/s/ Sujeet Chand Director
Sujeet Chand
/s/ Moonhie Chin Director
Moonhie Chin
/s/ Stacy Greiner Director
Stacy Greiner
/s/ Donald G. Krantz Director
Donald G. Krantz
/s/ Sven A. Wehrwein Director
Sven A. Wehrwein
0001443669
Proto Labs, Inc.
S-8
S-8
EX-FILING FEES
xbrli:shares
iso4217:USD
xbrli:pure
0001443669
1
2024-08-02
2024-08-02
0001443669
2024-08-02
2024-08-02
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Proto Labs, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type Security Fee Calculation Amount Proposed Maximum Maximum Fee Rate Amount of
Class Title Rule Registered Offering Price Aggregate Registration Fee
(1)(2) Per Unit Offering Price
(3)
Equity Common Stock, 457(c) and 430,000 $ $ 0.00014760 $
par value 457(h) 34.35 14,770,500 2,180.13
$0.001 per share
Total Offering Amount: $ 14,770,500
Total Fee Offsets: -
Net Fee Due: $ 2,180.13
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement on Form S-8 shall also cover
any additional shares of the common stock of Proto Labs, Inc. (the
"Registrant") that become issuable in respect of the securities identified in
the above table under the Amended and Restated Proto Labs, Inc. 2022 Long-Term
Incentive Plan (the "Plan") by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration that results in an increase in the
number of the outstanding shares of the Registrant's common stock.
(2) Represents an additional 430,000 shares of the Registrant's common stock,
par value $0.001 per share, that are authorized for issuance under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(h) under the Securities Act using the
average of the high and low sale prices of the common stock on July 30, 2024,
as reported on The New York Stock Exchange, which is within five business days
prior to filing this Registration Statement on Form S-8.
Exhibit 5.1
Faegre Drinker Biddle & Reath
LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
+1 612 766 7000 main
+1 612 766 1600 fax
August 2, 2024
Board of Directors
Proto Labs, Inc.
5540 Pioneer Creek Drive
Maple Plain, MN 55359
Ladies and Gentlemen:
We have acted as counsel to Proto Labs, Inc., a Minnesota corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of the Company's Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"), registering the offer and sale of up to an
additional 430,000 shares of the Company's common stock, par value $0.001 per
share (the "Shares"), issuable by the Company pursuant to the Amended and
Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan (the "Plan").
For purposes of this opinion letter, we have examined the Plan, the
Registration Statement, the third amended and restated articles of
incorporation of the Company, as amended and currently in effect, the third
amended and restated by-laws of the Company, as currently in effect, and the
resolutions of the Company's board of directors authorizing the issuance of
the Shares. We have also examined a certificate of the Secretary of the
Company dated the date hereof (the "Certificate") and originals, or copies
certified or otherwise authenticated to our satisfaction, of such corporate
records and other records, agreements, instruments, certificates of public
officials and documents as we have deemed necessary as a basis for the
opinions hereinafter expressed and have reviewed such matters of law as we
have deemed relevant hereto. As to facts material to this opinion letter, we
have relied upon certificates, statements or representations of public
officials, of officers and representatives of the Company (including the
Certificate) and of others, without any independent verification thereof.
In our examination, we have assumed: (i) the legal capacity of all natural
persons; (ii) the genuineness of all signatures, including electronic
signatures; (iii) the authenticity of all documents submitted to us as
originals; (iv) the conformity to original documents of all documents
submitted to us as certified, conformed, photostatic or facsimile copies; (v)
the authenticity of the originals of such latter documents; (vi) the truth,
accuracy and completeness of the information, representations and warranties
contained in the agreements, documents, instruments, certificates and records
we have reviewed; and (vii) the absence of any undisclosed modifications to
the agreements and instruments reviewed by us.
Based upon and subject to the foregoing and the other qualifications,
assumptions and limitations set forth herein, it is our opinion that all
necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Shares to be issued in accordance with
the Plan and that, when issued and sold as contemplated in the Registration
Statement and in accordance with the Plan and any applicable award agreement
and, where applicable, the consideration for the Shares specified in the Plan
and any applicable award agreement has been received by the Company, the
Shares will be legally and validly issued, fully paid and nonassessable.
We are admitted to the practice of law in the State of Minnesota and the
foregoing opinions are limited to the laws of that state.
This opinion letter speaks only as of the date the Registration Statement
becomes effective under the Act, and we assume no obligation to revise or
supplement this opinion letter thereafter. This opinion letter is limited to
the specific issues addressed herein, and no opinion may be inferred or
implied beyond that expressly stated herein.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Faegre Drinker Biddle & Reath LLP
FAEGRE DRINKER BIDDLE & REATH LLP
US.357666050.02
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Amended and Restated Proto Labs, Inc. 2022
Long-Term Incentive Plan of our reports dated February 16, 2024, with respect
to the consolidated financial statements of Proto Labs, Inc. and the
effectiveness of internal control over financial reporting of Proto Labs, Inc.
included in its Annual Report on Form 10-K for the year ended December 31,
2023 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
August 2, 2024
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