S-8

United States Securities and Exchange Commission

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

UFP TECHNOLOGIES, INC.

(Exact name of issuer as specified
in its charter)

DELAWARE	04-2314970
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

172 East Main Street, Georgetown, Massachusetts 01833

(Address of principal executive offices)

UFP TECHNOLOGIES, INC.

2003 INCENTIVE PLAN

(Full title of the plan)

R. Jeffrey Bailly

UFP TECHNOLOGIES, INC.

172 East Main Street

Georgetown, Massachusetts  01833

(Name and address of agent for service)

(978) 352-2200

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

Copies to:

Patrick J. Kinney, Jr., Esq.

Lynch, Brewer, Hoffman & Fink, LLP

75 Federal Street

Boston, Massachusetts 02110

(617) 951-0800

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 definition of “large accelerated filer”, “accelerated filer”, and  “smaller reporting company” in Rule 12b-2 of the Exchange Act  (Check One).

oLarge accelerated filer

oAccelerated filer

oNon-accelerated filer (Do not check if a smaller reporting company)

xSmaller reporting company

CALCULATION OF REGISTRATION FEE

Title of		Proposed		Proposed
securities	Amount	maximum		maximum		Amount of
of to be	to be	offering price		aggregate		registration
registered	registered(1)	per share(2)		offering price		fee
Common Stock, $.01 par value	1,000,000	$	16.20	$	16,200,000	$	1,880.82

(1)The registration statement also includes an indeterminable number of additional shares that may become issuable as a result of the antidilution provisions of the Plan.

(2)Estimated pursuant to Rule 457 solely for the purpose of calculating the amount of the registration fee based on the closing sales price of securities of the same class, as reported on the Nasdaq Stock Market, on June 13, 2011.

EXPLANATORY NOTE

The 1,000,000 shares of Common Stock being registered pursuant to this Registration Statement are additional securities of the same class as other securities for which a registration statement on Form S-8 (No. 333-106390) was filed with the Securities and Exchange Commission on June 23, 2003, and a registration statement on Form S-8 (No. 333-143673) was filed with the Securities and Exchange Commission on June 12, 2007.  Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.INCORPORATION OF DOCUMENTS BY REFERENCE.

Certain important information is set forth in certain reports or statements filed by UFP Technologies, Inc. (the “Company”) with the Securities and Exchange Commission.  The reports or documents listed below are incorporated herein by reference:

(a)the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 (which incorporates by reference certain portions of the registrant’s Proxy Statement for the registrant’s 2011 Annual Meeting of Stockholders held on June 8, 2011);

(b)the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011;

(c)the registrant’s Current Reports on Form 8-K, filed on February 25, March 8, May 5 and June 14, 2011;

(d)the registrant’s proxy statement for its 2011 Annual Meeting; and

(e)the description of the registrant’s common stock contained in the Certificate of Incorporation of the Company, as amended. (Incorporated by reference to Exhibit 3.01 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 1996 and to Exhibit 3.01 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2004).

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 and to be a part hereof from the date of filing such reports and 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 that also is or is deemed to be incorporated by reference herein, 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.

Item 5.INTERESTS OF NAMED EXPERTS AND COUNSEL.

Lynch, Brewer, Hoffman & Fink, LLP, 75 Federal Street, Boston, Massachusetts 02110, has rendered its opinion to the Company that shares included in this offering will, when sold in accordance with the terms of the Plan, be legally issued, fully paid and non-assessable.  Owen B. Lynch, and Patrick J. Kinney, Jr., partners of Lynch, Brewer, Hoffman & Fink, LLP, are each Assistant Secretaries of the Company.

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Item 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law permits the registrant’s board of directors to indemnify any person against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit, or proceeding in which such person is made a party by reason of his or her being or having been a director, officer, employee, or agent of the registrant, or serving or having served, at the request of the registrant, as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

Article Ninth of the registrant’s certificate of incorporation, as amended, and its bylaws each provide that the Corporation may indemnify its directors, officers, employees, and other agents to the fullest extent permitted by law. The Company has entered into indemnification agreements with each of its directors and anticipates that it will enter into similar arrangements with any future directors.  The Company may also enter into similar agreements with certain of the Company’s officers who are not also directors.  Generally, the indemnification agreements attempt to provide the maximum protection permitted by Delaware law with respect to indemnification of directors.

As permitted by sections 102 and 145 of the Delaware General Corporation Law, the registrant’s certificate of incorporation, as amended, eliminates the liability of a director of the registrant for monetary damages to the registrant and its stockholders arising from a breach or alleged breach of a director’s fiduciary duty except for liability for any breach of the director’s duty of loyalty to the registrant or its stockholders, liability for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, liability under section 174 of the Delaware General Corporation Law, or liability for any transaction from which the director derived an improper personal benefit.

In addition, the registrant maintains officers’ and directors’ insurance covering certain liabilities that may be incurred by officers and directors in the performance of their duties.

Item 7.EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

Item 8.EXHIBITS.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

Item 9.UNDERTAKINGS.

A.The 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

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1933;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement which, individually or in the aggregate, represent a fundamental change in the information set forth in the 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 information required to be in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 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.

(2)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 Plan.

(3)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

B.The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 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 the 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

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initial bona fide offering thereof.

C.Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions 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.

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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 Town of Georgetown, Commonwealth of Massachusetts, on this 15th day of June, 2011.

UFP TECHNOLOGIES, INC.
By	/s/ R. Jeffrey Bailly
	R. Jeffrey Bailly, President
	and Chief Executive Officer

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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Executed under seal as of the date(s) set forth below.

Signature		Title	Date
/s/ R. Jeffrey Bailly*		President, Chief Executive Officer, and Director (principal executive officer)	June 15, 2011
R. Jeffrey Bailly
/s/ Ronald J. Lataille*		Vice President, Chief Financial Officer (principal financial and accounting officer)	June 15, 2011
Ronald J. Lataille
/s/ Kenneth L. Gestal*		Director	June 15, 2011
Kenneth L. Gestal
/s/ David B. Gould*		Director	June 15, 2011
David B. Gould
/s/ Marc Kozin*		Director	June 15, 2011
Marc Kozin
/s/Thomas W. Oberdorf*		Director	June 15, 2011
Thomas W. Oberdorf
/s/ Robert W. Pierce, Jr.*		Director	June 15, 2011
Robert W. Pierce, Jr.
/s/ David K. Stevenson*		Director	June 15, 2011
David K. Stevenson
*By:	/s/ Patrick J. Kinney, Jr.
As Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
Number	Description
4.1	Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit No. 3.01 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2004 and to Exhibit No. 3.01 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 1996).
4.2	2003 Incentive Plan, as amended (incorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 14 , 2011).
4.3	Amended and Restated By-laws of the Company (incorporated herein by reference to Exhibit 3.03 to the Company’s Current Report on Form 8-K filed on March 24, 2009).
4.4	Specimen Stock Certificate [incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S-1 (File No. 33-70912)].
4.5	Form of Stock Unit Award Agreement used with the Company’s Chief Executive Officer under the 2003 Incentive Plan (incorporated by reference to Exhibit No. 10.57 to the Company’s Current Report on Form 8-K filed on March 8, 2011).
4.6	Form of Stock Unit Award Agreement used with executives other than the Chief Executive Officer under the 2003 Incentive Plan (incorporated by reference to Exhibit No. 10.55 to the Company’s Current Report on Form 8-K filed on February 25, 2011).
5	Opinion of Lynch, Brewer, Hoffman & Fink, LLP
	(filed herewith)
23.1	Consent of Lynch, Brewer, Hoffman
	& Fink, LLP (included in Exhibit 5)
23.2	Consent of CCR LLP
	(filed herewith)
24	Power of Attorney (filed herewith)

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EX-5

Exhibit 5

June 15, 2011

UFP Technologies, Inc.

172 East Main Street

Georgetown, Massachusetts 01833

RE:     Registration of 1,000,000 additional shares of Common Stock of UFP Technologies, Inc. on SEC Form S-8 Registration Statement

Ladies and Gentlemen:

We have acted as counsel to UFP Technologies, Inc. (the “Company”) in connection with the preparation of the Registration Statement on Form S-8 filed today under the Securities Act of 1933, as amended (the “Registration Statement”), covering the additional 1,000,000 shares of common stock, $.01 par value per share, of the Company (the “Common Stock”) reserved for issuance to participants under the Company’s 2003 Incentive Plan, as amended (the “Plan”) as a result of awards or the exercise of options granted to such participants.

We have examined the Plan and such other records, documents, and matters of law and satisfied ourselves as to such matters of fact as we have deemed relevant for purposes of this opinion. In rendering this opinion, we have assumed without investigation that the information supplied to us by the Company and its employees and agents is accurate and complete.

Based upon and subject to the foregoing, we are of the opinion that, assuming that (i) the Registration Statement becomes effective under the Securities Act of 1933, as amended, (ii) the shares of Common Stock (the “Shares”) will be issued in accordance with the terms of the Plan and in the manner described in the Registration Statement, and (iii) certificates representing the shares have been duly executed, countersigned by the Company’s transfer agent/registrar and delivered on behalf of the Company against payment of the full consideration for the shares in accordance with the terms of the Plan (assuming in each case the consideration received by the Company is at least equal to $.01 par value per share), the Shares to be issued to participants under the Plan will be validly issued, fully paid, and non-assessable when so delivered pursuant to and in accordance with the terms and conditions of the Plan.

The opinions expressed herein are limited solely to the General Corporation Law of the State of Delaware and the laws of the United States of America. We express no opinion on the laws of any other jurisdiction or the applicability or effect of any such laws or principles. We do not find it necessary for purposes of this opinion, and accordingly do not purport herein, to cover the application of the securities  “Blue Sky” laws of the various states to the delivery of the Shares to the participants pursuant to and in accordance with the terms and conditions of the Plan.

We consent to the filing of this opinion as an Exhibit to the Registration Statement.

Very truly yours,

/s/ Lynch, Brewer, Hoffman & Fink, LLP

LYNCH, BREWER, HOFFMAN & FINK, LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2011 relating to the consolidated financial statements and schedule of UFP Technologies, Inc. appearing in the Annual Report on Form 10-K of UFP Technologies, Inc. for the year ended December 31, 2010.

/s/ CCR LLP

Westborough, MA

June 15, 2011

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director, officer or both, of UFP TECHNOLOGIES, INC. a Delaware corporation (hereinafter the “Corporation”), does hereby constitute and appoint, R. JEFFREY BAILLY, RONALD J. LATAILLE, OWEN B. LYNCH and PATRICK J. KINNEY, JR., with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys, to execute, file or deliver any and all instruments and to do any and all acts and things which said attorneys and agents, or any of them, deem advisable to enable them to comply with the Securities Act of 1933, as amended, (the “Securities Act”) and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Securities Act of shares of common stock of the Corporation which may be offered or delivered to participants in the UFP Technologies, Inc. 1993 Employee Stock Option Plan, the 2009 Non-Employee Director Stock Incentive Plan or the 2003 Incentive Plan or any one or more of the foregoing (referred to collectively as the “Plans”) including specifically, but without limitation of the general authority hereby granted, the power of authority to sign his or her name as director or officer, or both, of the Corporation, as indicated below opposite his or her signature:

(i)	to the registration statements on Form S-8, or any amendments, post-effective amendments, deregistrations or papers supplemental thereto, to be filed in respect of said shares of common stock of the Corporation and to the prospectuses or any amendments, supplements or revisions thereof, to be filed with said registration statements on Form S-8 or with any amendments or post-effective amendments to said registration statements on Form S-8;
(ii)	to any amendments or post-effective amendments or deregistrations as shall be necessary or appropriate to any registration statements on Form S-8 heretofore filed under said Securities Act with respect to shares of common stock of the Corporation;
(iii)	to said prospectuses or any amendments, supplements or revisions thereof to be filed with any registration statements on Form S-8 (or with any amendments or post-effective amendments thereto) heretofore filed under said Securities Act with respect to shares of common stock of the Corporation; and each of the undersigned does hereby fully ratify and confirm all that said attorney and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 8th day of June, 2011.

Signature	Title
/s/ R. Jeffrey Bailly	President, Chief Executive Officer, and Director (principal executive officer)
R. Jeffrey Bailly
/s/ Ronald J. Lataille	Vice President, Chief Financial Officer (principal financial and accounting officer)
Ronald J. Lataille
/s/ Kenneth L. Gestal	Director
Kenneth L. Gestal
/s/ David B. Gould	Director
David B. Gould
/s/ Marc Kozin	Director
Marc Kozin
/s/Thomas W. Oberdorf	Director
Thomas W. Oberdorf
/s/ Robert W. Pierce, Jr.	Director
Robert W. Pierce, Jr.
/s/ David K. Stevenson	Director
David K. Stevenson