As filed with the Securities and Exchange Commission on September 18, 2001
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
NN, INC.
(Exact name of Registrant as specified in its charter)
Delaware 62-1096725
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2000 Water's Edge Drive, Building C, Suite 12
Johnson City, TN 37604
(Address, including zip code, of Registrant's principal executive offices)
NN, Inc. Stock Incentive Plan
Roderick R. Baty copy to:
Chief Executive Officer James Ash, Esq.
NN, Inc. Blackwell Sanders Peper Martin LLP
2000 Water's Edge Drive, 2300 Main Street, Suite 1100
Building C, Suite 12 Kansas City, MO 64108
Johnson City, TN 37604 (816) 983-8000
(423) 743-9151
(Name, address, telephone number, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Proposed
Title of securities to be Amount to be maximum maximum Amount of
registered Registered Offering Aggregate registration
price per offering fee
share price
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Common Stock, par value $.01 825,000 shares $8.22(1) $6,781,500(1) $1,695.38
per share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low prices
of the Registrant's Common Stock as listed on the NASDAQ Stock Market on
September 17, 2001.
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement omits
the information specified in Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by NN, Inc. (the
"Company") are incorporated in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:
1. The Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2000 filed on April 16, 2001;
2. The Company's Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 2001 filed on August 14, 2001;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2001 filed on August 14, 2001;
4. The Company's Definitive Proxy Statement on Form 14A filed April 16,
2001; and
5. The description of the Company's Common Stock set forth in the Form
S-1 Registration Statement effective March 14, 1994.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in a report or other document incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
of this Registration Statement to the extent that a statement contained herein,
or in any other subsequently filed report or other document that also is
incorporated by reference herein, modifies or supersedes such statement. Any
such statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Registration Statement.
Certain statements contained herein and in the related prospectus or
incorporated by reference herein or in the related prospectus constitute
forward-looking statements as such term is defined in Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Exchange Act. Certain factors discussed herein and in the related prospectus or
in the Company's Exchange Act filings with the Commission could cause actual
results to differ materially from those in the forward-looking statements.
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 has entered into indemnification agreements with certain
officers and directors of the Company. Under these agreements, the Company
agrees to hold harmless and indemnify each indemnitee generally to the full
extent permitted by Section 145 of the Delaware General Corporation Law (the
"DGCL") and against any and all liabilities, expenses, judgments, fines,
penalties and costs in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative to which the indemnitee is made a party by reason of the fact that
the indemnitee has, is or at the time becomes a director or officer of the
Company or any other entity at the request of the Company.
Section 145 permits a corporation to indemnify certain persons, including
officers and directors, who are (or are threatened to be made) parties to any
threatened, pending or completed legal action (whether civil, criminal,
threatened or investigative) for reason of their being officers or directors.
The indemnity may include expenses, attorneys' fees, judgments, fines and
reasonably incurred costs of settlement, provided the officer and director acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interest and, in the case of criminal proceedings, he had
no reasonable cause to believe that his conduct was illegal. The corporation may
indemnify officers and directors in derivative actions (in which suit is brought
by a shareholder on behalf of the corporation) under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is judged liable for negligence or misconduct in the performance of his
duty to the corporation. If the officer or director is successful on the merits
or otherwise in defense of any action referred to above, the corporation must
indemnify him against the expenses and attorneys' fees he actually and
reasonably incurred.
The Company has obtained liability insurance coverage for its officers and
directors with respect to actions arising out of the performance of such
officer's or director's duty in his or her capacity as such.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
4.1 Certificate of Incorporation of the Company, as amended (incorporated
by reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1--File No. 33-74694).
4.2 NN Ball & Roller, Inc. Stock Incentive Plan (incorporated by reference
to Exhibit 10.1 to the Company's Registration Statement on Form S-1 -
File No. 33-74694).
4.3 Stockholder Agreement, dated February 22, 1994, among certain
stockholders of the Company (incorporated by reference to Exhibit
10.18 to the Company's Registration Statement on Form S-1 - File No.
33-74694).
4.4 Stock Option Agreement, dated as of July 3, 1995, between the Company
and Roderick R. Baty (incorporated by reference to Exhibit 10.11 of
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995).
4.5 Form of Stock Option Agreement, dated December 7, 1998 between the
Company and the non-employee directors of the Company (incorporated by
reference to Exhibit 10.15 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998).
4.6 Amendment No. 1 to the Stock Incentive Plan increasing the number of
shares of Common Stock available for Awards by 500,000 shares to a
total of 1,625,000 shares (incorporated by reference to Exhibit 4.6 to
the Company's Registration Statement on Form S-8 filed on November 30,
2000 - File No. 333-50934).
4.7 Amendment No. 2 to the Stock Incentive Plan increasing the number of
shares of Common Stock available for Awards by 825,000 shares to a
total of 2,450,000 shares and renaming the Stock Incentive Plan the
NN, Inc. Stock Incentive Plan.
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company
23.1 Consent of Blackwell Sander Peper Martin LLP (included in Exhibit 5).
23.2 Consent of KPMG LLP.
23.3 Consent of PriceWaterhouseCoopers LLP
24 Powers of Attorney (included in signature page to Registration
Statement).
Item 9: Undertakings
Rule 415 Offering.
The undersigned 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 of 1933;
(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 a 20% 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 (i) and (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 Company 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.
Incorporation of Subsequent Exchange Act Documents by Reference.
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 the
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.
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Johnson City, State of Tennessee, on September 13,
2001.
NN, INC.
(Registrant)
By: /s/ Roderick R. Baty
_________________________________
Roderick R. Baty
Chairman of the Board,
Chief Executive Officer, and
President
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of NN,
Inc., hereby severally constitute Roderick R. Baty and David L. Dyckman, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, any and all amendments to this Registration Statement on Form S-8, and
generally to do all such things in our names and in our capacities as directors
to enable NN, Inc. to comply with the provisions of the Securities Act of 1933,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Roderick R. Baty
__________________________ Chairman of the Board, Chief September 13, 2001
Roderick R. Baty Executive Officer, and
President (Principal
Executive Officer)
/s/ Michael D. Huff
__________________________ Director August 27, 2001
Michael D. Huff
/s/ Michael E. Werner
__________________________ Director August 27, 2001
Michael E. Werner
/s/ G. Ronald Morris
__________________________ Director August 27, 2001
G. Ronald Morris
/s/ Steven T. Warshaw
__________________________ Director August 27, 2001
Steven T. Warshaw
/s/ James L. Earsley
__________________________ Director August 27, 2001
James L. Earsley
/s/ David L. Dyckman
__________________________ Vice President - Business August 27, 2001
David L. Dyckman Development and Chief
Financial Officer (Principal
Financial Officer)
/s/ William C. Kelly
__________________________ Treasurer, Secretary and August 27, 2001
William C. Kelly Chief Accounting Officer
(Principal Accounting Officer)
Index of Exhibits
Exhibit
Number Document
4.1 Certificate of Incorporation of the Company, as amended (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form
S-1--File No. 33-74694).
4.2 NN Ball & Roller, Inc. Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company's Registration Statement on Form S-1 - File No.
33-74694).
4.3 Stockholder Agreement, dated February 22, 1994, among certain stockholders
of the Company (incorporated by reference to Exhibit 10.18 to the Company's
Registration Statement on Form S-1 - File No. 33-74694).
4.4 Stock Option Agreement, dated as of July 3, 1995, between the Company and
Roderick R. Baty (incorporated by reference to Exhibit 10.11 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995).
4.5 Form of Stock Option Agreement, dated December 7, 1998 between the Company
and the non-employee directors of the Company (incorporated by reference to
Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998).
4.6 Amendment No. 1 to the Stock Incentive Plan increasing the number of shares
of Common Stock available for Awards by 500,000 shares to a total of
1,625,000 shares (incorporated by reference to Exhibit 4.6 to the Company's
Registration Statement on Form S-8 filed on November 30, 2000 - File No.
333-50934).
4.7 Amendment No. 2 to the Stock Incentive Plan increasing the number of shares
of Common Stock available for Awards by 825,000 shares to a total of
2,450,000 shares and renaming the Stock Incentive Plan the NN, Inc. Stock
Incentive Plan.
5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.
23.1 Consent of Blackwell Sander Peper Martin LLP (included in Exhibit 5).
23.2 Consent of KPMG LLP, Independent Accountants.
23.3 Consent of PriceWaterhouseCoopers LLP.
24 Powers of Attorney (included in signature page to Registration Statement).
Exhibit 5
LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP
September 13, 2001
NN, Inc.
2000 Waters Edge Drive
Building C, Suite 12
Johnson City, Tennessee 37604
Gentlemen:
We refer to the Registration Statement of NN, Inc. (the "Company") on Form
S-8 to be filed with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 825,000 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), to be issued under
the Company's Stock Incentive Plan (the "Plan").
We are familiar with the proceedings to date with respect to such proposed
issuance and have examined such records, documents and matters of law and
satisfied ourselves as to such matters of fact as we have considered relevant
for the purposes of the opinion.
Based upon the foregoing, it is our opinion that the 825,000 shares of
Common Stock to be issued under the Plan have been duly authorized, and, when
issued in accordance with the Plan, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Exhibit 4.7
AMENDMENT NO. 2
TO
NN BALL & ROLLER, INC.
STOCK INCENTIVE PLAN
As adopted by the Board of Directors on February 22, 2001 and approved by
the stockholders of the Company on May 17, 2001 as required in Section 23 of the
Stock Incentive Plan, the NN Ball & Roller, Inc. Stock Incentive Plan is hereby
amended as follows:
Section 4(a) shall be amended in its entirety to read as follows:
"4. NUMBER AND SOURCE OF SHARES SUBJECT TO THE PLAN.
(a) The Company may grant Awards under the Plan with respect to
not more that 2,450,000 Shares, (subject, however, to
adjustment as provided in Section 22 hereof), which Shares
may be provided from any or a combination of the Company's
treasury, the issuance of authorized but unissued Shares,
and/or the purchase of outstanding Shares in the open market
or in private transactions.
As adopted by the Board of Directors on August 27, 2001 pursuant to
Section 23 of the Stock Incentive Plan, the title of the Stock Incentive Plan is
hereby amended to be the NN, Inc. Stock Incentive Plan according to the
following provisions:
The following Articles shall be amended to read as follows:
Article 1: "The NN, Inc. Stock Incentive Plan (the "Plan"). . ."
Article 2(h): "Company" means NN, Inc.
Article 2(r): "Plan" means the NN, Inc. Stock Incentive
Plan, as set forth herein and as amended from time
to time.
Except as expressly amended by the Board of Directors and stockholders as
set forth above, the NN Ball & Roller, Inc. Stock Incentive Plan is hereby
ratified and confirmed in all respects.
IN WITNESS WHEREOF, NN, Inc., acting by and through its officer
hereunto duly authorized has executed this Amendment as of the 13th day of
September, 2001.
NN, INC.
/s/ Roderick R. Baty
By: ________________________________
Name: Roderick R. Baty
Title: Chairman of the Board, Chief
Executive Officer,
and President
Exhibit 23.2
CONSENT OF KPMG LLP, INDEPENDENT AUDITORS
We consent to the use of our report incorporated herein by reference.
-------------------------------
KPMG LLP
Charlotte, North Carolina
September 13, 2001
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 4, 2000 relating to the
financial statements and financial statement schedule of NN, Inc. (the
"Company"), which appears in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Charlotte, North Carolina
September 13, 2001
