S-8 1 d503090ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on May 14, 2021

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CONSTELLIUM SE

(Exact name of registrant as specified in its charter)

 

 

 

France   Not Applicable

(State or other jurisdiction of

incorporation)

  

(I.R.S. Employer

Identification No.)

Washington Plaza,   300 East Lombard Street
40-44 rue Washington   Suite 1710
75008 Paris   Baltimore, MD 21202
France   United States
(Head Office)  
(Address of principal executive offices) (Zip Code)

Constellium SE 2013 Equity Incentive Plan

(Full title of the Plan)

Corporation Service Company

80 State Street

Albany, NY 12207-2543

(Name and address of agent for service)

(302) 636-5400

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

 

 

Copies to:

 

Jeremy Leach

Senior Vice President and Group General Counsel

40-44, rue Washington

75008 Paris, France

  

Rina E. Teran

Chief Securities Counsel

300 East Lombard Street, Suite 1710

Baltimore, MD 21202

  

Andrew J. Nussbaum

Elina Tetelbaum

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

 

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐ (Do not check if a smaller reporting company)    Smaller reporting company   ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class 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(3)

Ordinary shares, nominal value €0.02, to be issued under the Constellium SE 2013 Equity Incentive Plan

   6,800,000   $16.75   $113,900,000   $12,426.49

 

 

(1)

The Ordinary Shares are being registered for issuance under the Constellium SE 2013 Equity Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan, which provides for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar events.

(2)

Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee on the basis of the average of the high and low selling price per share of the ordinary shares of Constellium SE, as reported by the New York Stock Exchange on May 13, 2021.

(3)

Calculated at a rate of $109.10 per $1,000,000 of the proposed maximum aggregate offering price.

 

 

 

REGISTRATION OF ADDITIONAL ORDINARY SHARES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statements on Form S-8 previously filed by Constellium SE (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on October 25, 2013 (File No. 333-191905), December 19, 2014 (File No. 333-201141) and June 27, 2018 (File No. 333-225926) (together, as amended, the “Prior Registration Statements”) are incorporated by reference herein and made a part hereof. This Registration Statement on Form S-8 is filed by the Registrant to register an additional 6,800,000 shares of the Registrant’s ordinary shares, nominal value €0.02 per share, which may be awarded under the Constellium SE 2013 Equity Incentive Plan (as amended, the “Plan”), which ordinary shares are additional securities of the same class as other securities issuable under the Plan previously filed with the Commission with the Prior Registration Statements. As of the filing of this Registration Statement on Form S-8, up to 21,092,291 ordinary shares may be awarded under the Plan.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously filed or furnished by the Registrant with the Commission are incorporated by reference herein:

 

  (a)

the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2020, filed on March 17, 2021;

 

  (b)

all other reports filed or furnished by us pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2020;

 

  (c)

the description of the Ordinary Shares, set forth in the Company’s Registration Statement on Form F-3ASR filed on November 13, 2020 (File No. 333-250089) and any amendments, reports or other filings filed with the Commission for the purpose of updating that description;

 

  (d)

the Registrant’s registration statement on Form S-8 (File No. 333-191905) filed on October 25, 2013, as amended by Post-Effective Amendment No.  1 filed on June 28, 2019 and by Post-Effective Amendment No.  2 filed on December 12, 2019;

 

  (e)

the Registrant’s registration statement on Form S-8 (File No. 333-201141) filed on December 19, 2014, as amended by Post-Effective Amendment No.  1 filed on June 28, 2019 and by Post-Effective Amendment No.  2 filed on December 12, 2019; and

 

  (f)

the Registrant’s registration statement on Form S-8 (File No. 333-225926) filed on June 27, 2018, as amended by Post-Effective Amendment No.  1 filed on June 28, 2019 and by Post-Effective Amendment No.  2 filed on December 12, 2019.

In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.

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 herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, 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.

Item 8. Exhibits.

Reference is made to the attached Exhibit Index, which is incorporated by reference herein.

INDEX TO EXHIBITS

 

Exhibit
Number

   

Description

4.1    Articles of Association of Constellium SE, dated May 11, 2021*
5.1    Opinion of Counsel*
23.1    Consent of Counsel (included in Exhibit 5.1)*
23.2    Consent of PricewaterhouseCoopers Audit, Independent Registered Public Accounting Firm*
24.1    Power of Attorney (included on signature page)*
99.1    Constellium SE 2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.13 to the Company’s Form F-1 Registration Statement (Registration No. 333-191863), filed on October 23, 2013)
99.2    Amendment to the Constellium SE 2013 Equity Incentive Plan, effective as of May  24, 2018 (incorporated herein by reference to Exhibit 99.2 of Constellium SE’s Form S-8 furnished on June 27, 2018)
99.3    Amendment No. 2 to the Constellium SE 2013 Equity Incentive Plan, effective as of June  28, 2019 (incorporated herein by reference to Exhibit 10.1 of Constellium SE’s Form 6-K furnished on June 28, 2019)
99.4    Amendment No. 3 to the Constellium SE 2013 Equity Incentive Plan, effective as of December  12, 2019 (incorporated herein by reference to Exhibit 10.1 of Constellium SE’s Form 6-K furnished on December 12, 2019)
99.5    Amendment No. 4 to the Constellium SE 2013 Equity Incentive Plan, effective as of May 14, 2021*

 

*

Filed herewith

 

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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 Baltimore, Maryland on May 14, 2021.

 

Constellium SE (Registrant)
By:  

/s/ Jean-Marc Germain

Name:   Jean-Marc Germain
Title:   Chief Executive Officer

Each person whose signature appears below hereby constitutes and appoints Jean-Marc Germain, Peter R. Matt and Jeremy Leach, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, to execute for him or her and in his or her name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this registration statement and any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act, as the attorney-in-fact and to file the same, with all exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her 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 below by the following persons in the capacities and on the dates indicated:

 

Name

   

Title

   

Date

/s/ Jean-Marc Germain

   

Chief Executive Officer and

Executive Director

    May 14, 2021
Jean-Marc Germain    (Principal Executive Officer)   

/s/ Peter R. Matt

    Chief Financial Officer    May 14, 2021
Peter R. Matt    (Principal Financial Officer and Principal Accounting Officer)   

/s/ Richard B. Evans

    Chairman    May 14, 2021
Richard B. Evans      

/s/ Werner P. Paschke

    Director    May 14, 2021
Werner P. Paschke      

 

-4-

/s/ Michiel Brandjes

    Director    May 14, 2021
Michiel Brandjes      

/s/ John Ormerod

    Director    May 14, 2021
John Ormerod      

/s/ Lori A. Walker

    Director    May 14, 2021
Lori A. Walker      

/s/ Martha Brooks

    Director    May 14, 2021
Martha Brooks      

/s/ Stéphanie Frachet

    Director    May 14, 2021
Stéphanie Frachet      

/s/ Isabelle Boccon-Gibod

    Director    May 14, 2021
Isabelle Boccon-Gibod      

/s/ Christine Browne

    Director    May 14, 2021
Christine Browne      

/s/ Jean-Christophe Deslarzes

    Director    May 14, 2021
Jean-Christophe Deslarzes      

/s/ Jean-Philippe Puig

    Director    May 14, 2021
Jean-Philippe Puig      

 

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has caused this Registration Statement to be signed solely in the capacity as the duly authorized representative of Constellium SE in the United States on May 14, 2021.

 

Constellium U.S. Holdings I, LLC
By:  

/s/ Rina E. Teran

Name:   Rina E. Teran
Title:   Vice President & Secretary

 

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