Securities Registration: Employee Benefit Plan (s-8)
June 23 2017 - 3:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 23, 2017
Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GREEN PLAINS INC.
(Exact name of registrant as specified in its charter)
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Iowa
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84-1652107
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1811 Aksarben Drive, Omaha, Nebraska 68106
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(402) 884-8700
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(Address of principal executive offices, including zip code)
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(Registrants telephone number, including area code)
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2009 Equity Incentive Plan
(Full title of the plan)
Todd A. Becker
President and Chief Executive Officer
Green Plains Inc.
1811
Aksarben Drive
Omaha, Nebraska 68106
(402) 884-8700
(Name,
address and telephone number of agent for service)
Copy to:
Michelle S. Mapes, Esq.
Executive Vice President General Counsel & Corporate Secretary
Green Plains Inc.
1811
Aksarben Drive
Omaha, Nebraska 68106
(402) 884-8700
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 definition of large accelerated filer, accelerated filer,
smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of securities to
be registered
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Amount to be
registered (1)
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Proposed maximum
offering price per
share
(2)
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Proposed maximum
aggregate offering
price
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Amount of
registration fee
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Common Stock, par value $.001 per share
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1,110,000
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$19.55
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$21,700,500.00
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$2,515.09
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(1)
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This registration statement shall also be deemed to register any additional shares of common stock that may be issued pursuant to any anti-dilution provisions of the plan as the result of any stock split, stock dividend
or similar transaction.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The maximum offering price per share is based on the average of the high and low prices of
the Companys Common Stock as listed on the Nasdaq Global Market on June 21, 2017.
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INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
Green Plains Inc. (the Company) previously registered 3,000,000 shares of common stock, par value $0.001 per share (the
Common Stock), for issuance under the Companys 2009 Equity Incentive Plan (the 2009 Plan) on Form S-8 Registration Statements filed with the Securities and Exchange Commission (the Commission) on May 7,
2009, bearing file number 333-159049, on May 13, 2011, bearing file number 333-174219, and on February 7, 2014, bearing file number 333-193827 (collectively, the Prior Registration Statements). On March 23, 2017, the
Companys Board of Directors adopted an amendment to the Companys 2009 Equity Incentive Plan, which included the registration of an additional 1,110,000 shares of the Companys Common Stock thus increasing the shares under the 2009
Plan from 3,000,000 shares to 4,110,000 shares (the Amendment). The Companys shareholders approved the Amendment on May 9, 2017. This Registration Statement is being filed to register the additional 1,110,000 shares of Common
Stock underlying the Companys 2009 Plan, of the same class as those for which the Prior Registration Statements are effective. Accordingly, pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents previously filed by
the Company with the Commission are incorporated by reference in this registration statement:
1.
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Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 22, 2017.
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Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on May 4, 2017.
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2.
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Current Reports on Form 8-K filed on February 8, 2017; April 13, 2017; April 25, 2017; April 26, 2017; May 1, 2017; May 9, 2017; May 16, 2017 and
May 25, 2017 (to the extent filed and not furnished).
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3.
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The description of the Registrants common stock set forth in the Registrants registration statement on Form 8-A filed pursuant to Section 12 of the Exchange Act on December 16, 2005, including any
amendment or report filed with the Commission for the purpose of updating this description.
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All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be 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 document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
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Number
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Description
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5.1
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Opinion of Husch Blackwell LLP
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23.1
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Consent of Husch Blackwell LLP (contained in Exhibit 5.1 hereto)
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23.2
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Consent of KPMG LLP
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24.1
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Power of Attorney (contained in the signature page hereto)
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99.1
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Amended and Restated 2009 Equity Incentive Plan
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Omaha, State of Nebraska, on June 23, 2017.
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GREEN PLAINS INC.
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By:
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/s/ Todd A. Becker
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Todd A. Becker
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President and Chief Executive Officer
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(Principal Executive Officer)
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below in so signing also makes,
constitutes and appoints Todd A. Becker and Jerry L. Peters as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to execute and cause
to be filed with the Securities and Exchange Commission any and all amendments (including pre-effective and post-effective amendments) to this registration statement, with exhibits thereto and other documents in connection therewith, granting unto
said attorneys-in-fact and agents 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 as to all intents and purposes as he might or could do in person, and
hereby ratifies and confirms said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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Signature
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Title
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Date
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/s/ Todd A. Becker
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President and Chief Executive Officer
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June 23, 2017
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Todd A. Becker
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(Principal Executive Officer) and Director
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/s/ Jerry L. Peters
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Chief Financial Officer (Principal Financial
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June 23, 2017
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Jerry L. Peters
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Officer and Principal Accounting Officer)
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/s/ Wayne B. Hoovestol
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Chairman of the Board
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June 23, 2017
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Wayne B. Hoovestol
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/s/ Alain Treuer
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Vice Chairman of the Board
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June 23, 2017
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Alain Treuer
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/s/ Jim Anderson
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Director
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June 23, 2017
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Jim Anderson
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/s/ James F. Crowley
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Director
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June 23, 2017
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James F. Crowley
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/s/ Gene Edwards
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Director
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June 23, 2017
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Gene Edwards
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/s/ Gordon Glade
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Director
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June 23, 2017
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Gordon Glade
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/s/ Ejnar Knudsen
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Director
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June 23, 2017
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Ejnar Knudsen
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/s/ Thomas Manuel
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Director
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June 23, 2017
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Thomas Manuel
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/s/ Brian Peterson
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Director
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June 23, 2017
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Brian Peterson
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3
Index of Exhibits
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Number
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Description
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5.1
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Opinion of Husch Blackwell LLP
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23.1
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Consent of Husch Blackwell LLP (contained in Exhibit 5.1 hereto)
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23.2
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Consent of KPMG LLP
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24.1
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Power of Attorney (contained in the signature page hereto)
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99.1
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Amended and Restated 2009 Equity Incentive Plan
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