IPG PHOTONICS CORP — Regulatory Filings 2010

Jun 8, 2010

PAGEBREAK

As filed with the Securities and Exchange Commission on June 8, 2010

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IPG PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	04-3444218
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

50 Old Webster Road Oxford, Massachusetts 01540 (Address of Principal Executive Offices) (Zip Code)

IPG Photonics Corporation Non-Employee Directors Stock Plan ( Full title of the plan )

Valentin P. Gapontsev, Ph.D. Chief Executive Officer and Chairman of the Board IPG Photonics Corporation 50 Old Webster Road Oxford, Massachusetts 01540 (508) 373-1100 (Name, address, and telephone number of agent for service)

with a copy to:

Robert W. Ericson, Esq. David A. Sakowitz, Esq. Winston & Strawn LLP 200 Park Avenue New York, New York 10166-4193 (212) 294-6700

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.

Large accelerated filer o Accelerated filer þ Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

		Proposed — maximum	Proposed — maximum
Title of securities	Amount to	offering price	aggregate	Amount of
to be registered	be registered(1)	per share(2)	offering price(2)	registration fee
Common Stock, par
value $0.0001,
issuable pursuant to
IPG Photonics
Corporation
Non-Employee Directors
Stock Plan	320,000 shares	$ 16.51	$ 5,283,200	$ 376.69

| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall be deemed to cover any additional shares of the
Registrant’s common stock that become issuable under the IPG Photonics Corporation
Non-Employee Directors Stock Plan, as amended, as a result of a stock split, stock dividend
or similar adjustment of the outstanding shares of common stock of IPG Photonics
Corporation. |
| --- | --- |
| (2) | Estimated solely for the purpose of determining the registration fee. Pursuant to
Rules 457(c) and 457(h)(1) under the Securities Act, based on the average of the high and
low prices on June 4, 2010, as reported by the NASDAQ Global Market. |

Folio /Folio

PAGEBREAK

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement registers an additional 320,000 shares of common stock of IPG Photonics Corporation, a Delaware corporation (the “Registrant”), that may be issued under the Registrant’s IPG Photonics Corporation Non-Employee Directors Stock Plan, as amended (the “Plan”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant shall deliver the document containing the information in Part I of this Registration Statement on Form S-8 to each participant in the Plan, as specified by Rule 428(b)(1) under the Securities Act. Such document is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission. Such document and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, 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 contents of the Registration Statement on Form S-8 filed by the Registrant on December 20, 2006 (Registration Statement No. 333-139509) are incorporated by reference into this Registration Statement.

Item 8. Exhibits.

| 4.1 | IPG Photonics Corporation Non-Employee Directors Stock Plan (incorporated
by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1
filed on December 20, 2006 (File No. 333-136521)). |
| --- | --- |
| 4.2 | Amendment to the IPG Photonics Corporation Non-Employee Directors Stock
Plan (incorporated by reference to Exhibit A to the Registrant’s definitive proxy
statement on Schedule 14A filed on April 15, 2010 (File No. 001-33155)). |
| 5.1 | Opinion of Winston & Strawn LLP. |
| 23.1 | Consent of Deloitte & Touche LLP. |
| 23.2 | Consent of Winston & Strawn LLP (included in Exhibit 5.1). |
| 24.1 | Power of Attorney (included on signature page of the Registration Statement). |

• Filed herewith

Folio /Folio

PAGEBREAK

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 Oxford, Massachusetts, on this 8th day of June, 2010.

/s/ Valentin P. Gapontsev
Name:	Valentin P. Gapontsev
Title:	Chief Executive Officer and Chairman of the Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Valentin P. Gapontsev as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s 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 all exhibits thereto, and the other documents in connection therewith, and any registration statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and things requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Oxford, Massachusetts, on June 8, 2010.

By	/s/ Valentin P. Gapontsev Valentin P. Gapontsev	Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer)
By	/s/ Timothy P.V. Mammen Timothy P.V. Mammen	Chief Financial Officer (Principal Financial and Accounting Officer)
By	/s/ Robert A. Blair Robert A. Blair	Director
By	/s/ Michael C. Child Michael C. Child	Director
By	/s/ John H. Dalton John H. Dalton	Director
By	Henry E. Gauthier	Director
By	/s/ William S. Hurley William S. Hurley	Director
By	/s/ William F. Krupke William F. Krupke	Director
By	/s/ Igor Samartsev Igor Samartsev	Director
By	/s/ Eugene Shcherbakov Eugene Shcherbakov	Director

Folio /Folio

PAGEBREAK

INDEX TO EXHIBITS

Exhibit No.	Description
4.1	IPG Photonics Corporation Non-Employee Directors Stock Plan (incorporated
by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1
filed on December 20, 2006 (File No. 333-136521)).
4.2	Amendment to the IPG Photonics Corporation Non-Employee Directors Stock
Plan (incorporated by reference to Exhibit A to the Registrant’s definitive proxy
statement on Schedule 14A filed on April 15, 2010 (File No. 001-33155)).
5.1*	Opinion of Winston & Strawn LLP.
23.1*	Consent of Deloitte & Touche LLP.
23.2*	Consent of Winston & Strawn LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on signature page of the Registration Statement).

• Filed herewith

Folio /Folio