As
filed with the Securities and Exchange Commission on July 30, 2010
Registration
No. 333-54186
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
Benchmark
Electronics, Inc.
(Exact
name of registrant as specified in its charter)
Texas
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74-2211011
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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3000
Technology Drive
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77515
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Angleton,
Texas
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(Zip
Code)
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(Address
of Principal Executive Offices)
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BENCHMARK
ELECTRONICS, INC.
2000
STOCK AWARDS PLAN
(Full
title of plan)
Cary
T. Fu
Chief
Executive Officer
Benchmark
Electronics, Inc.
3000
Technology Drive
Angleton,
Texas 77515
(Name and
address of agent for service)
(979)
849-6550
(Telephone
number, including area code, of agent for service)
Copies
to:
William
J. Whelan, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, New York 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
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b–2 of the Exchange Act.
Large
accelerated filer þ
|
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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(Do
not check if a smaller reporting company)
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Smaller
reporting company ¨
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EXPLANATORY
STATEMENT
This
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed
on January 23, 2001 (File No. 333-54186) is filed in order to
deregister securities remaining under such Registration Statement.
On
January 23, 2001, the Registrant filed the Registration Statement on Form
S-8 (File No. 333-54186) to register an aggregate of 2,000,000 (4,500,000
after stock-splits) Common Shares issuable under the 2000 Stock Awards Plan (the
“2000 Plan”) of Benchmark Electronics, Inc. On August 21, 2006, the
Registrant filed the Registration Statement on Form S-8 (File
No. 333-136798) to register an aggregate of 6,750,000 Common Shares
issuable under the 2000 Plan. On May 18, 2010 (the “Approval Date”), the
Registrant’s shareholders approved the adoption of the 2010 Omnibus Incentive
Compensation Plan (the “2010 Plan”) which provides, among other things, that any
Common Shares with respect to awards granted under the 2000 Plan that are
outstanding on the Approval Date (such shares, the “Outstanding Award Shares”)
and are forfeited following the Approval Date will become available for issuance
under the 2010 Plan. In addition, as of the Approval Date, no future awards will
be made under the 2000 Plan and therefore, the Common Shares that were available
for grant under the 2000 Plan as of the Approval Date but were not subject to
outstanding awards as of such date (such shares, the “Remaining Shares”) will
not be issued pursuant to the 2000 Plan. As of the date hereof, there was an
aggregate of 5,267,613 Outstanding Award Shares and an aggregate of 3,815,957
Remaining Shares (all such shares are collectively referred to as the “2000 Plan
Shares”).
This
Post-Effective Amendment No. 1 and Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (File No. 333-136798) are being filed to
deregister the 2000 Plan Shares. The Registrant is concurrently filing a
separate Registration Statement on Form S-8 to reflect that the Outstanding
Award Shares may be issued under either the 2000 Plan or the 2010 Plan and to
carry over the filing fees for the Outstanding Award Shares.
In
accordance with the principles set forth in Interpretation 89 under Section G of
the Manual of Publicly Available Telephone Interpretations of the Division of
Corporation Finance of the Securities and Exchange Commission (July 1997) and
Instruction E to the General Instructions to Form S-8, this Post-Effective
Amendment No. 1 is hereby filed (i) to reflect that, following the
date hereof, the Outstanding Award Shares may be issued under either the 2000
Plan or the 2010 Plan, and (ii) to carry over the registration fees paid
for the Outstanding Award Shares from the Registration Statement on Form S-8
(File No. 333-54186), filed for the 2000 Plan, to the Registration
Statement on Form S-8, filed for both the 2000 Plan and the 2010 Plan, which is
filed contemporaneously with the filing of this Post-Effective Amendment
No. 1.
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 City
of Angleton, State of Texas, on July 30, 2010.
BENCHMARK
ELECTRONICS, INC.
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By:
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Cary T. Fu
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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 date
indicated.
Name
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Position
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Date
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Chairman
of the Board and
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Cary
T. Fu
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Chief
Executive Officer
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July
30, 2010
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Cary
T. Fu
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(principal
executive officer)
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Donald
F. Adam
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Chief
Financial Officer
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July
30, 2010
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Donald
F. Adam
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(principal
financial
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and
accounting officer)
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Michael
R. Dawson
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Director
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July
30, 2010
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Michael
R. Dawson
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Peter
G. Dorflinger
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Director
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July
30, 2010
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Peter
G. Dorflinger
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Douglas
G. Duncan
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Director
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July
30, 2010
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Douglas
G. Duncan
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Laura
W. Lang
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Director
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July
30, 2010
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Laura
W. Lang
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Bernee
D.L. Strom
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Director
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July
30, 2010
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Bernee
D.L. Strom
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Clay
C. Williams
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Director
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July
30, 2010
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Clay
C. Williams
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Pursuant
to the requirements of the Securities Act of 1933, the trustee (or other persons
who administer the employee benefit plan) has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Angleton, State of Texas, on July 30,
2010.
BENCHMARK
ELECTRONICS, INC.
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By:
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/s/ Kenneth S. Barrow
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Kenneth
S. Barrow
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General
Counsel
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