BWEN Broadwind Inc

As filed with the Securities and Exchange Commission on May 17, 2024

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

______________________

BROADWIND, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	3240 S. Central Avenue Cicero, IL 60804	88-0409160
(State or other jurisdiction of	(Address of Principal Executive Offices)	(IRS Employer Identification No.)
Incorporation or organization)

 

Broadwind, Inc. Employees’ 401(k) Plan

(Full title of the plan)

 

Eric B. Blashford

President and Chief Executive Officer

Broadwind, Inc.

3240 S. Central Avenue

Cicero, Illinois 60804

Telephone: (708) 780-4800

(Name, address and telephone number,

including area code, of agent for service)

 

Copy to:

Michele C. Kloeppel, Esq.

Thompson Coburn LLP

One U.S. Bank Plaza

St. Louis, Missouri 63101

Telephone: (314) 552-6000

Facsimile: (314) 552-7000

 

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. ☐

 

 

 

 

 

EXPLANATORY NOTE

 

The undersigned, Broadwind, Inc., a Delaware corporation (the “Registrant”), hereby files this registration statement on Form S-8 (this “Registration Statement”) to register 600,000 additional shares (the “Additional Shares”) of common stock, par value $0.001 per share (the “Common Stock”), for issuance as a matching contribution by the Registrant to participants under the Broadwind, Inc. Employees’ 401(k) Plan (the “Plan”). The Additional Shares are in addition to the Common Stock previously registered for issuance as the matching contribution component by the Registrant under the Plan by registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2018 (File No. 333-223260), February 26, 2019 (File No. 333-229875), October 29, 2019 (File No. 333-234361), November 10, 2021 (File No. 333-260956), and August 9, 2022 (File No. 333-266690) (collectively, the “Prior Registration Statements”). The interest of the participants in the Plan are not being registered by this Registration Statement. 

 

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to such instruction, the contents of the Prior Registration Statements are incorporated by reference and made part of this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Certain Documents by Reference.

 

The following documents filed by the Registrant with the SEC are incorporated herein by reference:

 

(a)         The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed March 5, 2024;

 

(b)         The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed May 14, 2024;

 

(c)         The Registrant’s Current Reports on Form 8-K (specifically excluding the information furnished under Items 2.02 and 7.01 and any exhibits furnished thereto), filed March 5, 2024 and May 14, 2024;

 

(d)         The description of the Common Stock as set forth in the Registrant’s registration statement on Form 8-A filed with the SEC on April 8, 2009 (File No. 001-34278) pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description; and

 

(e)         The description of the Series A Junior Participating Preferred Share Purchase Rights as set forth in the Registrant’s registration statement on Form 8-A filed with the SEC on February 13, 2013 (File No. 001-34278), Form 8-A/A filed with the SEC on February 8, 2016 (File No. 001-34278), Form 8-A/A filed with the SEC on February 12, 2019 (File No. 001-34278) and Form 8-A/A filed with the SEC on February 3, 2022 (File No. 001-34278) pursuant to Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be made a part hereof from the date of filing of such documents. Any statements contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in a subsequently filed document incorporated herein by reference modifies or supersedes such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Where any document or part thereof is incorporated by reference in this Registration Statement, the Registrant will provide without charge to each person to whom a prospectus with respect to the Plan is delivered, upon written or oral request of such person, a copy of any and all of the information incorporated by reference in this Registration Statement, excluding exhibits unless such exhibits are specifically incorporated by reference.

 

Item 8. Exhibits.

 

See Exhibit Index.

 

 

 

Exhibit Index

 

The following exhibits are filed or incorporated by reference as part of this registration statement:

 

Exhibit Number	Description
4.1	Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008).
4.2	Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed August 23, 2012).
4.3	Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 6, 2020).
4.4*	Certificate of Amendment to the Certificate of Incorporation of the Registrant, dated May 16, 2024
4.5	Fourth Amended and Restated Bylaws of the Registrant, adopted as of June 26, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed June 28, 2023)
4.6	Section 382 Rights Agreement dated as of February 12, 2013 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement on Form 8‑A filed February 13, 2013).
4.7	First Amendment to Section 382 Rights Agreement dated as of February 5, 2016 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed February 8, 2016).
4.8	Second Amendment to Section 382 Rights Agreement dated as of February 7, 2019 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 12, 2019).
4.9	Third Amendment to Section 382 Rights Agreement dated as of February 3, 2022 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 3, 2022).
4.10	Certificate of Designation of Series A Junior Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 2 to the Registrant’s Registration Statement on Form 8-A filed February 13, 2013).
5.1*	Opinion of Thompson Coburn LLP as to the legality of the securities being registered.
23.1*	Consent of RSM US LLP.
23.2*	Consent of Thompson Coburn LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (set forth on signature page hereto).
107.1*	Calculation of Filing Fees Tables

 

* Filed herewith.

 

In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5)(ii) of Regulation S-K with respect to the Plan, the Registrant hereby undertakes that it has submitted the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.         

 

 

 

 

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Act, 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 Cicero, State of Illinois on May 17, 2024.

 

BROADWIND, INC.

 

 

 

By: /s/ Thomas A. Ciccone

Thomas A. Ciccone

Vice President, Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of the Registrant do hereby severally and individually constitute and appoint Eric B. Blashford and Thomas A. Ciccone, and each of them acting individually (with full power to act alone and with full power of substitution and re-substitution), lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments that said attorney and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules or regulations or requirements of the SEC in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorney and agent shall do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

 

Signature	Title	Date
/s/ Eric B. Blashford	President, Chief Executive Officer,	May 17, 2024
Eric B. Blashford	and Director
	(Principal Executive Officer)
/s/ Thomas A. Ciccone	Vice President and Chief Financial Officer	May 17, 2024
Thomas A. Ciccone	(Principal Financial Officer)
/s/ Cary B. Wood	Chairman of the Board	May 17, 2024
Cary B. Wood
/s/ Philip J. Christman	Director	May 17, 2024
Philip J. Christman
/s/ Sachin M. Shivaram	Director	May 17, 2024
Sachin M. Shivaram
/s/ David P. Reiland	Director	May 17, 2024
David P. Reiland
/s/ Jeanette A. Press	Director	May 17, 2024
Jeanette A. Press

 

 

 

 

 

 

 

 

Pursuant to the requirements of the Securities Act, the trustee (or other person who administers the Plan) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cicero, State of Illinois, on May 17, 2024.

 

BROADWIND, INC. EMPLOYEES’ 401(K) PLAN

 

 

 

By:/s/ Matthew W. Burgess             

Name: Matthew W. Burgess

Title: Plan Administrator

 

 

 

 

 

EXHIBIT 4.4

 

 

CERTIFICATE OF AMENDMENT

 

OF THE CERTIFICATE OF INCORPORATION

 

OF

 

BROADWIND, INC.

 

The undersigned officer of Broadwind, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), does hereby certify as follows:

 

FIRST: The name of the Corporation is Broadwind, Inc.

 

SECOND: Section 4.01 of ARTICLE IV of the Certificate of Incorporation of the Corporation, as amended, is hereby amended and restated in its entirety as follows:

 

“Section 4.01 Number and Class. The total number of shares of authorized capital stock of the corporation shall consist of fifty-five million (55,000,000), of which forty-five million (45,000,000) shall be shares of common stock with a par value of $0.001 per share and ten million (10,000,000) shall be shares of undesignated stock with a par value of $0.001 per share. To the fullest extent permitted by the laws of the State of Delaware, as the same now exist or may hereafter be amended or supplemented, the Board of Directors has the express authority, without first obtaining approval of the stockholders of the corporation or any class thereof, to establish from the undesignated shares, by resolution adopted and filed in the manner provided by law, one or more series of preferred stock with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors of the corporation.”

 

THIRD: That an annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL, at which meeting the holders of the outstanding capital stock of the Corporation having not less than the minimum number of votes necessary to authorize or take such action as required by the DGCL voted in favor of the foregoing amendment.

 

FOURTH: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 16th day of May, 2024.

 

 

BROADWIND, INC.

 

 

By: /s Eric B. Blashford

Name: Eric B. Blashford

Title: President and Chief Executive Officer

 

 

EXHIBIT 5.1

 

May 17, 2024

 

Broadwind, Inc.

3240 S. Central Avenue

Cicero, Illinois 60804

 

Re:         Registration Statement on Form S-8 for an additional 600,000 shares of Broadwind, Inc.’s common stock, par value $0.001 per share, for issuance under the Broadwind, Inc. Employees’ 401(k) Plan

 

Ladies and Gentlemen:

 

With reference to the Registration Statement on Form S-8 (the “Registration Statement”) filed by Broadwind, Inc., a Delaware corporation (the “Company”), on May 17, 2024, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the proposed issuance by the Company of up to an additional 600,000 shares (the “Additional Shares”) of common stock, par value $0.001 per share, pursuant to the Broadwind, Inc. Employees’ 401(k) Plan (the “Plan”), we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company’s Certificate of Incorporation, as amended, its Fourth Amended and Restated Bylaws and statements we have received from officers and representatives of the Company. In delivering this opinion, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, the authenticity of originals of all such latter documents, and the correctness of statements submitted to us by officers and representatives of the Company. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of such facts and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Company.

 

Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Additional Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

 

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

 

Based solely on the foregoing, we are of the opinion that the Additional Shares to be issued by the Company pursuant to the Plan have been duly authorized and, when issued by the Company in accordance with the Plan, will be legally issued, fully paid and non-assessable.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement as Exhibit 5.1.

 

Very truly yours,

 

/s/ Thompson Coburn LLP

 

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 of Broadwind, Inc. of our report dated March 5, 2024, relating to the consolidated financial statements of Broadwind, Inc., appearing in the Annual Report on Form 10-K of Broadwind, Inc. for the year ended December 31, 2023.

 

 

/s/ RSM US LLP

 

Chicago, Illinois

May 17, 2024

 

Exhibit 107.1

 

Table 1: Newly Registered

 

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.001 per share (including Series A Junior Participating Preferred Share Purchase Rights)	457(c) and 457(h)	600,000 (1) (2)	$2.19(3)	$1,314,000	$0.00014760	$193.95
Total Offering Amounts					$1,314,000		$193.95
Total Fee Offsets							$0
Net Fee Due							$193.95

 

(1) Represents shares of common stock, par value $0.001 per share (the “Common Stock”) of Broadwind, Inc., a Delaware corporation (the “Registrant”), underlying the Registrant’s Employees’ 401(k) Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement on Form S-8 (this “Registration Statement”) also covers an indeterminate amount of Common Stock to be offered or sold pursuant to the Plan. The Series A Junior Participating Preferred Share Purchase Rights (the “Series A Rights”) are initially carried with the shares of Common Stock. The value attributable to such Series A Rights, if any, is reflected in the market price of the shares of Common Stock.

 

(2) This Registration Statement is being filed by the Company to register 600,000 additional shares of Common Stock issuable under the Plan (the “Additional Shares”). The Additional Shares are being registered in addition to the Common Stock previously registered for issuance under the Plan by registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2018 (File No. 333-223260), February 26, 2019 (File No. 333-229875), October 29, 2019 (File No. 333-234361), November 10, 2021 (File No. 333-260956) and August 9, 2022 (File No. 333-266690) (collectively, the “Prior Registration Statements”). Pursuant to Rule 429 under the Securities Act, the prospectus referred to herein is combined with and relates to the Prior Registration Statements.

 

 

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act, using the average of the high and low prices as reported on the Nasdaq Capital Market on May 13, 2024.

 

 

Table 2: Fee Offset Claims and Sources

 

	Registrant or Filer Name	Form or Type of Filing	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources

 

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