Form S-8 METTLER TOLEDO INTERNATI
As filed with the Securities and Exchange Commission on July 30, 2021
Registration No. 333- __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
METTLER-TOLEDO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 13-3668641 (I.R.S. Employer Identification Number) |
1900 POLARIS PARKWAY
COLUMBUS, OH 43240
and
IM LANGACHER 44
CH-8606, GREIFENSEE
SWITZERLAND
1-614-438-4511 and +41-44-944-22-11
(Address, including zip code and telephone number, including area code, of registrant's principal executive offices)
METTLER-TOLEDO INTERNATIONAL INC. 2013 EQUITY INCENTIVE PLAN | ||
(Full title of the plan) _____________________ | ||
MICHELLE M. ROE, ESQ. | ||
1900 POLARIS PARKWAY | ||
COLUMBUS, OH 43240 | ||
1-614-438-4511 |
(Name, address, including zip code, 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” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒ | 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 | PROPOSED MAXIMUM OFFERING PRICE PER SHARE | PROPOSED MAXIMUM AGGREGATE OFFERING PRICE | AMOUNT OF REGISTRATION FEE | ||||||||||||||||||||||||||||
Common Stock, par value $0.01 per share | 921,913 (1) | $1,467.00 (2) | $1,352,446,371.00 | $147,551.90 | ||||||||||||||||||||||||||||
(1) | Represents an additional number of shares of common stock, par value $0.01 per share, of Mettler-Toledo International Inc. (“Common Stock”) being registered that are issuable under the Mettler-Toledo International Inc. 2013 Equity Incentive Plan (the “Plan”), as of the date hereof, and, 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 Common Stock that become issuable by reason of any stock dividend, stock split, reclassification, recapitalization, spin-off or any similar transaction that results in an increase in the number of shares of Common Stock. | |||||||||||||||||||||||||||||||
(2) | The proposed maximum offering price per share is estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, and is based on the average of the high and low prices of shares of Common Stock as reported on the New York Stock Exchange on July 26, 2021. |
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 with respect to the Plan (Registration No. 333-190181) filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2013, including the information contained therein, is hereby incorporated by reference in this Registration Statement, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement.
PART I
The documents containing the information specified in this Part I will be sent or given to participants in the Plan as specified by Rule 428(b)(1) (§230.428(b)(1)) promulgated by the SEC under the Securities Act. Such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 (§230.424). These documents and the documents incorporated by reference in the 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. See Rule 428(a)(1) (§230.428(a)(1)).
References to “the Company,” “us,” “our,” “we” and “the Registrant” shall mean Mettler-Toledo International Inc., a Delaware corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed with the SEC, are incorporated in this Registration Statement by reference (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)):
(a) | The Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 8, 2021; |
(b) | The Registrant’s Proxy Statement for the Annual Meeting of Stockholders for the year ended December 31, 2020, pursuant to Section 14(a) of the Exchange Act, filed by the Registrant with the Commission on March 15, 2021; |
(c) | The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, filed with the SEC on May 7, 2021 and July 30, 2021, respectively; |
(d) | The Company's current reports on Form 8-K, filed with the SEC on February 4, 2021, March 24, 2021, May 6, 2021, May 10, 2021, May 20, 2021, June 30, 2021 and July 29, 2021; and | ||||
(e) | The description of the Common Stock, which is registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), contained in the Registration Statement on Form 8-A filed with the SEC on December 16, 1997, which incorporates by reference the description of the Common Stock contained in the Registration Statement on Form S-1 (No. 333-35597) (originally filed on September 15, 1997), as amended, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 8, 2021. |
In addition, any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
Any statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed incorporated document 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Not required to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT NO. | DESCRIPTION | |||||||
*Filed herewith. |
Item 9. Undertakings
Not required to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Greifensee, Switzerland, on July 30, 2021.
METTLER-TOLEDO INTERNATIONAL INC. | |||||
By: /s/ Shawn P. Vadala | |||||
Shawn P. Vadala Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patrick Kaltenbach, Shawn P. Vadala, and Michelle M. Roe, and each of them, his or her true and lawful attorneys-in-fact and agents with full powers 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 or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE | TITLE | DATE | ||||||||||||||||||
/s/ Patrick Kaltenbach | President and Chief Executive Officer | July 29, 2021 | ||||||||||||||||||
Patrick Kaltenbach | (Principal Executive Officer) | |||||||||||||||||||
/s/ Shawn P. Vadala | Chief Financial Officer | July 29, 2021 | ||||||||||||||||||
Shawn P. Vadala | (Principal Financial Officer) | |||||||||||||||||||
/s/ Wah-Hui Chu | Director | July 29, 2021 | ||||||||||||||||||
Wah-Hui Chu | ||||||||||||||||||||
/s/ Domitille Doat-Le Bigot | Director | July 29, 2021 | ||||||||||||||||||
Domitille Doat-Le Bigot | ||||||||||||||||||||
/s/ Olivier A. Filliol | Director | July 29, 2021 | ||||||||||||||||||
Olivier A. Filliol | ||||||||||||||||||||
/s/ Elisha W. Finney | Director | July 29, 2021 | ||||||||||||||||||
Elisha W. Finney | ||||||||||||||||||||
/s/ Richard Francis | Director | July 29, 2021 | ||||||||||||||||||
Richard Francis | ||||||||||||||||||||
/s/ Michael A. Kelly | Director | July 29, 2021 | ||||||||||||||||||
Michael A. Kelly | ||||||||||||||||||||
/s/ Thomas P. Salice | Director | July 29, 2021 | ||||||||||||||||||
Thomas P. Salice | ||||||||||||||||||||
/s/ Robert F. Spoerry | Board Chair and Director | July 29, 2021 | ||||||||||||||||||
Robert F. Spoerry | ||||||||||||||||||||
Exhibit 5.1
July 27, 2021
Mettler-Toledo International Inc.
1900 Polaris Parkway
Columbus, OH 43240
Re: Mettler-Toledo International Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Mettler Toledo International Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (together with any amendments thereto, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an aggregate of 921,913 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issuable under the Mettler-Toledo International Inc. 2013 Equity Incentive Plan, as amended and restated effective May 6, 2021 (the “Plan”). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined the originals or certified, conformed, electronic or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company and others as we have deemed necessary or appropriate for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed, electronic or reproduction copies. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plan, and the applicable award agreement, for consideration in an amount at least equal to the par value of such Shares, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the applicable provisions of the General Corporation Law of the State of Delaware, as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinion expressed herein. The opinion expressed herein is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. We undertake no responsibility to update or supplement this letter after the effectiveness of the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP | ||
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Mettler-Toledo International Inc. of our report dated February 8, 2021 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Mettler-Toledo International Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020.
/s/ PricewaterhouseCoopers LLP | ||
PricewaterhouseCoopers LLP |
Columbus, Ohio
July 30, 2021
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