MATERION Corp — Regulatory Filings 2011

May 4, 2011

PAGEBREAK

As filed with the Securities and Exchange Commission on May 4, 2011.

Registration No. _

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MATERION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Ohio	34-1919973
(State or Other Jurisdiction	(I.R.S. Employer Identification No.)
of Incorporation or Organization)

6070 Parkland Boulevard Mayfield Heights, Ohio 44124 (Address of Principal Executive Offices) (Zip Code)

Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 4, 2011) (Full Title of the Plan)

Michael C. Hasychak Vice President, Secretary and Treasurer Materion Corporation 6070 Parkland Boulevard Mayfield Heights, Ohio 44125 (Name and Address of Agent for Service)

(216) 486-4200 (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.

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

Title of		Proposed Maxi-	Proposed Maxi-	Amount of
Securities to	Amount to be	mum Offering	mum Aggregate	Registration
be Registered	Registered (1)	Price Per Share (2)	Offering Price (2)	Fee
Common Shares,
without par value	800,000	$ 41.60	$ 33,280,000	$ 3,863.81

| (1) | Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this
registration statement also covers such additional Common Shares, without par value (the
“Common Shares”), of Materion Corporation (the “Registrant”) as may become issuable pursuant
to the anti-dilution provisions of the Registrant’s 2006 Stock Incentive Plan (As Amended
and Restated as of May 4, 2011)
(the “Plan”). |
| --- | --- |
| (2) | Estimated solely for calculating the amount of the registration fee, pursuant to
paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the
Securities Act, on the basis of the average of the high and low sale prices of such
securities on the New York Stock Exchange on May 2, 2011, within five business days prior
to filing. |

Folio /Folio

PAGEBREAK

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-133429 on Form S-8, as filed by the Registrant (then named Brush Engineered Materials Inc.) with the Securities and Exchange Commission (the “SEC”) on April 20, 2006 are incorporated herein by reference.

Item 8. Exhibits.

Exhibit Number	Description
4.1	Amended and Restated Articles of Incorporation of the Registrant (filed as Annex B to the
Registration Statement on Form S-4, Registration No. 333-95917, filed by the Registrant on
February 1, 2000, and incorporated herein by reference)
4.2	Amendment to Amended and Restated Articles of Incorporation of the Registrant, (filed as
Exhibit 3a to the Current Report on Form 8-K, File No. 1-15885, filed by the Registrant on
March 8, 2011 and incorporated herein by reference)
4.3	Amended and Restated Code of Regulations of the Registrant (filed as Exhibit 3.1 to Current
Report on Form 8-K, File No. 1-15885, filed by the Registrant on February 4, 2011, and
incorporated herein by reference)
4.4	2006 Stock Incentive Plan (As Amended and Restated as of May 4, 2011) (filed as Appendix A to
the Registrant’s Proxy Statement dated March 25, 2011, File No. 1-15885, and incorporated
herein by reference)
5	Opinion of Counsel
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (Included in Exhibit 5)
24	Power of Attorney

Folio -2- /Folio

PAGEBREAK

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 Mayfield Heights, State of Ohio, on May 4, 2011.

MATERION COPRORATION
By:	/s/ Michael C. Hasychak
	Michael C. Hasychak
	Vice President, Secretary and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on May 4, 2011.

Signature	Title
*	Chairman of the Board, President,
Richard J. Hipple	Chief Executive Officer and Director
	(principal executive officer)
*	Senior Vice President and Chief Financial Officer
John D. Grampa	(principal financial and accounting officer)
*	Director
Joseph P. Keithley
*	Director
Vinod M. Khilnani
*	Director
William B. Lawrence
*	Director
William P. Madar
*	Director
N. Mohan Reddy
*	Director
William R. Robertson
*	Director
John Sherwin, Jr.
*	Director
Craig S. Shular

Folio -3- /Folio

PAGEBREAK

• Michael C. Hasychak, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this registration statement on behalf of the above indicated officers and directors thereof pursuant to a power of attorney filed with the Securities and Exchange Commission.

May 4, 2011
Michael C. Hasychak,
Attorney-in-Fact

Folio -4- /Folio

PAGEBREAK

EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended and Restated Articles of Incorporation of the Registrant (filed as Annex B to the
Registration Statement on Form S-4, Registration No. 333-95917, filed by the Registrant on
February 1, 2000, , and incorporated herein by reference)
4.2	Amendment to Amended and Restated Articles of Incorporation of the Registrant, (filed as
Exhibit 3a to the Current Report on Form 8-K, File No. 1-15885, filed by the Registrant on
March 8, 2011 and incorporated herein by reference)
4.3	Amended and Restated Code of Regulations of the Registrant (filed as Exhibit 3.1 to Current
Report on Form 8-K, File No. 1-15885, filed by the Registrant on February 4, 2011, and
incorporated herein by reference)
4.4	2006 Stock Incentive Plan (As Amended and Restated as of May 4, 2011) (filed as Appendix A to
the Registrant’s Proxy Statement dated March 25, 2011, File No. 1-15885, and incorporated
herein by reference)
5	Opinion of Counsel
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (Included in Exhibit 5)
24	Power of Attorney

Folio -5- /Folio