As filed with the Securities and Exchange Commission
on January 16, 2009
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
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
475 West Terra Cotta Avenue, Suite E
Crystal Lake, Illinois 60014
(Address of principal executive offices)
AptarGroup, Inc.
Profit Sharing and Savings Plan
(Full title of the plan)
Copy to:
Stephen J. Hagge Gary D. Gerstman
Executive Vice President, Chief Sidley Austin LLP
Operating Officer and Secretary One South Dearborn
475 West Terra Cotta Avenue, Suite E Chicago, Illinois 60603
Crystal Lake, Illinois 60014 (312) 853-7000
(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)
CALCULATION OF REGISTRATION FEE
--------------------------------- ----------------------- ------------------------ ------------------------ --------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered (1) registered offering price per aggregate offering registration fee
share price
--------------------------------- ----------------------- ------------------------ ------------------------ --------------------
Common Stock, $.01 par value 1,500,000 shares $30.82 (2) $46,230,000 (2) $1,816.84
--------------------------------- ----------------------- ------------------------ ------------------------ --------------------
Preferred Stock Purchase Rights 1,500,000 (3) -- (3) -- (3) -- (3)
--------------------------------- ----------------------- ------------------------ ------------------------ --------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the AptarGroup, Inc. Profit
Sharing and Savings Plan.
(2) 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
January 14, 2009.
(3) 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")
or the AptarGroup, Inc. Profit Sharing and Savings Plan (the "Plan") 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 Plan's Annual Report on Form 11-K for the year ended
December 31, 2007.
(d) 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.
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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.
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.
The registrant will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Plan.
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; and
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(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.
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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 January 16, 2009.
APTARGROUP, INC.
By: /s/ Stephen J. Hagge
--------------------
Stephen J. Hagge
Executive Vice President, Chief
Operating 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 January 16, 2009.
/s/ King Harris Chairman of the Board and Director
---------------------------------------
King Harris
/s/ Peter Pfeiffer President, Chief Executive Officer
--------------------------------------- and Director (Principal Executive
Peter Pfeiffer Officer)
/s/ Robert W. Kuhn Executive Vice President, Chief
--------------------------------------- Financial Officer (Principal
Robert W. Kuhn 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/ Stephen J. Hagge Director
---------------------------------------
Stephen J. Hagge
/s/ Carl A. Siebel Director
---------------------------------------
Carl A. Siebel
/s/ Dr. Joanne C. Smith Director
---------------------------------------
Dr. Joanne C. Smith
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The Plan. Pursuant to the requirements of the Securities Act of
1933, AptarGroup, Inc., as plan administrator, 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 16th day of
January, 2009.
APTARGROUP, INC.
By: APTARGROUP, INC.,
as plan administrator
By: /S/ LARRY LOWRIMORE
------------------------------------
Larry Lowrimore
Vice President-Human Resources
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 (incorporated by reference to Exhibit 4(a) to the
Company's Registration Statement on Form S-8, Registration No.
333-152525, filed with the Commission on July 25, 2008).
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. Profit Sharing and Savings Plan as amended and
restated, effective as of December 31, 2007.
*23(a) Consent of PricewaterhouseCoopers LLP.
*23(b) Consent of Crowe Horwath LLC.
*24 Powers of Attorney (contained in the signature page to this
Registration Statement).
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* Filed herewith.