Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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TREDEGAR CORPORATION

(Exact name of registrant as specified in its charter)

 

Tredegar Corporation 2018 Equity Incentive Plan

(Full title of the plan)

 

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Kevin C. Donnelly, Esq.

Vice President, General Counsel

and Corporate Secretary

Tredegar Corporation

1100 Boulders Parkway

Richmond, Virginia 23225

 (Name and address of agent for service)

(804) 330-1000

(Telephone number, including area code, of agent for service)

 

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CALCULATION OF REGISTRATION FEE

(1) The 1,000,000 shares of common stock, no par value per share (“Common Stock”), of Tredegar Corporation (the “Company” or the “registrant”) being registered hereunder are reserved for issuance under the Tredegar Corporation 2018 Equity Incentive Plan, as amended and restated (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers an indeterminate number of additional shares of Common Stock that may be offered or issued under the Plan to prevent dilution as a result of a stock split, stock dividend, recapitalization or other similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices for the Common Stock, as reported on the New York Stock Exchange on June 10, 2021.

EXPLANATORY NOTE

On March 19, 2019, the Company filed a Registration Statement on Form S-8 (Registration No. 333-230386) (the “Prior Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 2,000,000 shares of Common Stock for issuance under the Company’s 2018 Equity Incentive Plan.  This Registration Statement registers an additional 1,000,000 shares of Common Stock for issuance under the 2018 Equity Incentive Plan in connection with the amendment and restatement of the 2018 Equity Incentive Plan, which was approved by the Company’s shareholders on May 6, 2021.  Accordingly, and pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated by reference herein, except that the provisions contained in Part II of the Prior Registration Statement are modified as set forth in this Registration Statement.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed by the Company with the Commission (File No. 001-10258) are incorporated by reference in, and made a part of, this Registration Statement (other than documents or information included in such documents deemed to have been furnished and not filed in accordance with Commission rules):

 

 

 

 

All documents filed by the Company under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and before the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in, and to be a part of, this Registration Statement from the date of filing of such documents (other than documents or information included in such documents deemed to have been furnished and not filed in accordance with Commission rules).  Any statement contained in a document 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 is incorporated by reference in this Registration Statement modifies or supersedes such earlier 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.

 

The following are filed as exhibits to this Registration Statement:

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* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 County of Chesterfield, Commonwealth of Virginia, on June 16, 2021.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on June 16, 2021.  Each person whose signature appears below hereby authorizes Kevin C. Donnelly to execute in the name of each such person, and to file, any amendment, including any post-effective amendment, to this Registration Statement making such changes in this Registration Statement as the registrant deems appropriate, and appoints such individual as attorney-in-fact to sign on his or her behalf and in each capacity stated below and file all amendments and post-effective amendments to this Registration Statement.

 

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