FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2009
REGISTRATION
NO. 333-_____
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
______________________
ICO,
Inc.
(Exact
name of registrant as specified in its charter)
|
Texas
|
76-0566682
|
|
(State
or other jurisdiction
of
incorporation or organization)
|
(I.R.S.
Employer
Identification
Number)
|
1811
Bering Drive, Suite 200
Houston,
Texas 77057
(Address
of principal executive offices, including zip code)
__________________
THIRD
AMENDED AND RESTATED ICO, INC. 2007 EQUITY INCENTIVE PLAN
FIRST
AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN FOR NON-
EMPLOYEE
DIRECTORS OF ICO, INC.
(Full
title of the plans)
A.
John Knapp, Jr.
Chief
Executive Officer and President,
ICO,
INC.
1811
Bering Drive, Suite 200
Houston,
Texas 77057
(Name and
address of agent for service)
(713)
351-4100
(Telephone
number, including area code, of agent for service)
Copies
to:
David
Taylor
Locke
Lord Bissell & Liddell LLP
600
Travis St., Suite 3400
Houston,
Texas 77002-3095
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-Accredited
filer
o
Smaller
reporting company
o
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities
To
be Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per
Share (2)
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of
Registration
Fee
|
|
Common
Stock, no par value
|
500,000
shares
|
$2.45
|
$1,225,000
|
$68.36
|
(1) Consists
of an additional 350,000 shares of common stock, no par value (the “Common
Stock”), of ICO, Inc. (the “Registrant”) reserved for issuance under the Third
Amended and Restated ICO, Inc. 2007 Equity Incentive Plan (formerly known as the
Fourth Amended and Restated ICO, Inc. 1998 Stock Option Plan) (the “2007
Employee Plan”) and an additional 150,000 shares of the Common Stock of the
Registrant reserved for issuance under the First Amended and Restated 2008
Equity Incentive Plan for Non-Employee Directors of ICO, Inc. (formerly known as
the Fourth Amended and Restated 1993 Stock Option Plan for Non-Employee
Directors of ICO, Inc.) (the “Director Plan” and together with the 2007 Employee
Plan, the “Plans”). Pursuant to Rule 416 of the Securities Act of
1933, as amended (the “Securities Act”), this Registration Statement also
relates to such indeterminate number of additional shares as may become issuable
under the Plans as a result of the antidilution provisions of the
Plans.
(2) Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act. The offering
price per share and aggregate offering price for the unissued stock options and
Common Stock are based upon the average of the high and low prices of the Common
Stock of the Registrant as reported on the NASDAQ Global Market on May 1,
2009.
This
Registration Statement on Form S-8 is being filed by the Registrant for the
purpose of registering an additional (i) 350,000 shares of Common Stock of the
Registrant reserved for issuance under the 2007 Employee Plan and (ii) 150,000
shares of Common Stock of the Registrant reserved for issuance under the
Director Plan. Following the registration of the additional shares of
Common Stock under this Registration Statement, a total of (i) 2,310,000 shares
of Common Stock will be registered under the 2007 Employee Plan and (ii) 560,000
shares of Common Stock will be registered under the Director Plan.
The
additional shares of Common Stock to be registered by this Registration
Statement are of the same class of securities covered by the Registrant’s
previously filed Registration Statements on Form S-8 filed on May 22, 1998
(Registration No. 333-53443) (the "1998 Registration Statement") with respect to
the 2007 Employee Plan and on December 22, 1999 (Registration No. 333-93352)
(the “1999 Registration Statement”) with respect to the Director
Plan. Pursuant to General Instruction E to Form S-8, the contents of
the 1998 Registration Statement and the 1999 Registration Statement, including
periodic reports that the Registrant filed after the dates of the 1998
Registration Statement and 1999 Registration Statement to maintain current
information about the Registrant, are incorporated herein by
reference.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
8. EXHIBITS.
The
following exhibits are filed herewith:
|
4.1
|
|
Third
Amended and Restated ICO, Inc. 2007 Equity Incentive
Plan
|
|
4.2
|
|
First
Amended and Restated 2008 Equity Incentive Plan for Non-Employee Directors
of ICO, Inc.
|
|
5.1
|
|
Opinion
of Locke Lord Bissell & Liddell LLP
|
|
23.1
|
|
Consent
of PricewaterhouseCoopers LLP
|
|
23.2
|
|
Consent
of Locke Lord Bissell & Liddell LLP (included in Exhibit
5.1)
|
|
24.1
|
|
Powers
of Attorney (included on the signature page to this Registration
Statement)
|
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, on the 8th day of
May, 2009.
|
|
|
ICO,
INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ A. John Knapp, Jr.
|
|
|
Name:
|
A. John Knapp, Jr.
|
|
|
Title:
|
President and Chief Executive
Officer
|
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints A. John Knapp, Jr., his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement on Form
S-8, and to file the same with all exhibits thereto, and other documents in
connection therewith, 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 thing requisite and ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the 8th day of
May, 2009.
|
Signature
|
Title
|
|
|
|
|
/s/
Gregory T. Barmore
|
|
|
Gregory
T. Barmore
|
Chairman
of the Board
|
|
|
|
|
/s/
A. John Knapp, Jr.
|
|
|
A.
John Knapp, Jr.
|
President,
Chief Executive Officer and Director
(Principal
Executive Officer)
|
|
|
|
|
/s/
Bradley T. Leuschner
|
|
|
Bradley
T. Leuschner
|
Chief
Financial Officer and Treasurer
(Principal
Financial Officer)
|
|
|
|
|
/s/
Eugene R. Allspach
|
|
|
Eugene
R. Allspach
|
Director
|
|
|
|
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/s/
Eric O. English
|
|
|
Eric
O. English
|
Director
|
|
|
|
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/s/
David E. K. Frischkorn, Jr.
|
|
|
David
E. K. Frischkorn, Jr.
|
Director
|
|
|
|
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/s/
Daniel R. Gaubert
|
|
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Daniel
R. Gaubert
|
Director
|
|
|
|
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/s/
Max W. Kloesel
|
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|
Max
W. Koesel
|
Director
|
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/s/
Kumar Shah
|
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Kumar
Shah
|
Director
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/s/
Warren W. Wilder
|
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Warren
W. Wilder
|
Director
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INDEX
TO EXHIBITS
|
4.1
|
|
Third
Amended and Restated ICO, Inc. 2007 Equity Incentive
Plan
|
|
4.2
|
|
First
Amended and Restated 2008 Equity Incentive Plan for Non-Employee Directors
of ICO, Inc.
|
|
5.1
|
|
Opinion
of Locke Lord Bissell & Liddell LLP
|
|
23.1
|
|
Consent
of PricewaterhouseCoopers LLP
|
|
23.2
|
|
Consent
of Locke Lord Bissell & Liddell LLP (included in Exhibit
5.1)
|
|
24.1
|
|
Powers
of Attorney (included on the signature page to this Registration
Statement)
|
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