UNIVERSAL ELECTRONICS INC — Registration Form 2004

Jul 30, 2004

S-8 1 l08940asv8.htm UNIVERSAL ELECTRONICS INC. S-8 Universal Electronics Inc. S-8 PAGEBREAK

Table of Contents

As filed with the Securities and Exchange Commission on July 30, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933

UNIVERSAL ELECTRONICS INC. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 33-0304817 (I.R.S. Employer Identification No.)

6101 Gateway Drive Cypress, California 90630 (Address of principal executive offices, including zip code)

UNIVERSAL ELECTRONICS INC. 2003 STOCK INCENTIVE PLAN

UNIVERSAL ELECTRONICS INC. COMPENSATION PLAN FOR OUTSIDE MEMBERS OF THE BOARD OF DIRECTORS (2001)

UNIVERSAL ELECTRONICS INC. 2004 DIRECTORS COMPENSATION PLAN (Full title of the plans)

Richard A. Firehammer, Jr. Senior Vice President, General Counsel and Secretary Universal Electronics Inc. 6101 Gateway Drive Cypress, California 90630 (714) 820-1000 (Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of		Proposed — Maximum	Proposed — Maximum
Securities	Amount	Offering	Aggregate	Amount of
to be	to be	Price	Offering	registration
registered	registered	per share(1)	Price (1)	fee
Common Stock, $0.01 par value	1,222,656 shares	$14.85	$18,156,441.60	$ 2,300.42

(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the common stock of the registrant as quoted on The Nasdaq Stock Market on July 26, 2004.

PAGEBREAK

TOC

TABLE OF CONTENTS

PART I
PART II
SIGNATURES
EXHIBIT INDEX
EX-4.5 Compensation Plan for Outside Members of the Board
EX-4.6 2004 Directors Compensation Plan
EX-23.1 Consent of PriceWaterhouseCoopers, LP

/TOC

Table of Contents

link1 "PART I"

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

As required by Rule 428(b)(1), the documents containing the information required in Part I of the Registration Statement will be provided to each participant in each of the following plans: (i) Universal Electronics Inc. 2003 Stock Incentive Plan; (ii) Universal Electronics Inc. Compensation Plan for Outside Members of the Board of Directors (2001); and (iii) Universal Electronics Inc. 2004 Directors Compensation Plan. Those documents, which are not being filed with the Securities and Exchange Commission (the “Commission”) in accordance with the instructions to Form S-8, constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933. link1 "PART II"

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents of Universal Electronics Inc. (the “Company”), previously filed with the Securities and Exchange Commission (the “Commission”), are incorporated herein by reference:

| 1. | the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2003; |
| --- | --- |
| 2. | the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2004; and |
| 3. | the description of the common stock, par value $0.01 per
share, of the Company (the “Common Stock”) contained in the
Company’s Form 8-A dated June 6, 1995 (Reg. No. 0-21044), |

other than the portions of such documents, which by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement, 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 the Registration Statement and to be a part hereof from the date of filing of such documents other than the portions of such documents, which by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in this Registration Statement 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.

PAGEBREAK

Table of Contents

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at its request as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of being or having been in any such capacity, if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 102(b)(7) of the General Corporation Law of the State of Delaware enables a corporation in its certificate of incorporation or an amendment thereto validly approved by stockholders to limit or eliminate the personal liability of its board of directors for violations of the directors’ fiduciary duty of care.

Article Seventh of the Restated Certificate of Incorporation of Universal Electronics Inc., as amended, and Article XII of its Amended and Restated By-laws provide that the Company shall indemnify its officers and directors to the full extent permitted by applicable law and that such indemnification shall not be deemed exclusive of any other rights to which any person indemnified may be entitled by law or otherwise. In addition, Article XII of the Restated Certificate of Incorporation of the Company limits the personal liability of its Board of Directors for a breach of the fiduciary duty of care.

The Company has obtained liability insurance on behalf of its directors and officers which provides coverage for certain liabilities and expenses incurred by each director and officer in his capacity as such including certain liabilities under the Securities Act of 1933.

The effect of the foregoing provisions of the General Corporation Law of the State of Delaware, the Restated Certificate of Incorporation, as amended, and the Company’s Amended and Restated By-Laws would be to permit such indemnification by the Company for liabilities arising under the Securities Act of 1933.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

See the Exhibit Index at Page E-1 of this Registration Statement.

Item 9. Undertakings

A. The undersigned registrant 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 |

PAGEBREAK

Table of Contents

| | 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 percent 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 (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8 and 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 registrant pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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. |

| B. | The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this 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. |
| --- | --- |
| C. | Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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
Securities Act of 1933 and will be governed by the final
adjudication of such issue. |

PAGEBREAK

Table of Contents

link1 "SIGNATURES"

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 the City of Cypress, State of California, this 22nd day of July, 2004.

UNIVERSAL ELECTRONICS INC.
By:	/s/ Paul D. Arling
	Paul D. Arling
	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on July 22, 2004.

NAME & TITLE	SIGNATURE
Paul D. Arling Chairman and Chief Executive Officer (Principal Executive Officer)	/s/ Paul D. Arling Paul
D. Arling
Robert P. Lilleness President and Chief Operating Officer	/s/ Robert P. Lilleness Robert
P. Lilleness
Bernard J. Pitz Senior Vice President, Chief
Financial Officer and Treasurer (Principal Financial and
Accounting Officer)	/s/ Bernard J. Pitz Bernard
J. Pitz
Satjiv Chahil Director	/s/ Satjiv Chahil Satjiv
Chahil
Bruce A. Henderson Director	/s/ Bruce A. Henderson Bruce
A. Henderson
William C. Mulligan Director	/s/ William C. Mulligan William
C. Mulligan
J. C. Sparkman Director	/s/ J.C. Sparkman J.C.
Sparkman

PAGEBREAK

Table of Contents

link1 "EXHIBIT INDEX"

UNIVERSAL ELECTRONICS INC. EXHIBIT INDEX

Exhibit
Number	Description
4.1	Restated Certificate of Incorporation of the Company, as
amended (incorporated herein by reference to Exhibit 3.1 to
the Company’s Form S-1 Registration Statement filed on or
about December 24, 1992 (File No. 33-56358))
4.2	Amended and Restated By-laws of the Company (incorporated
herein by reference to Exhibit 3.2 to the Company’s Form
S-1 Registration Statement filed on or about December 24,
1992; File No. 33-56358)
4.3	Certificate of Amendment, dated June 2, 1995, to the
Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.3 to the
Company’s Annual Report on Form 10-K for the year ended
December 31, 1995; File No. 0-21044)
4.4	Universal Electronics Inc. 2003 Stock Incentive Plan
(incorporated by reference to Appendix B to the Company’s
Proxy Statement for its 2003 Annual Meeting of Stockholders
filed on April 28, 2003; File No. 0-21044)
Universal Electronics Inc. Compensation Plan for Outside
4.5	Members of the Board of Directors (2001)
4.6	Universal Electronics Inc. 2004 Directors Compensation Plan
23.1	Consent of PricewaterhouseCoopers LLP, Independent
Registered Public Accounting Firm

E-1