Unassociated Document
As
filed with the Securities and Exchange Commission on
___________.
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File
No. ________________
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
CTI
INDUSTRIES CORPORATION
(Exact
name of registrant as specified in its charter)
Illinois
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36-2848943
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(State
or other jurisdiction
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(IRS
Employer Identification Number)
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of
incorporation)
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22160
North Pepper Road
Lake
Barrington, Illinois 60010
(847)
382-1000
(Address,
including zip code, and telephone number, including area code of registrant's
principal executive offices)
CTI
INDUSTRIES CORPORATION 2009 STOCK INCENTIVE PLAN
(Full
title of the Plan)
Stephen
M. Merrick
Chief
Financial Officer
CTI
Industries Corporation
22160
North Pepper Road
Lake
Barrington, Illinois 60010
(Name
and Address of Agent for Service)
Phone:
(847) 382-1000
Fax:
(847) 382-1219
(Telephone
Number, Including Area Code, of Agent for Service)
WITH
COPIES TO:
Jonathan
K. Miller, Esq.
Vanasco
Genelly & Miller
33
N. LaSalle Street, Suite 2200
Chicago,
Illinois 60602
(312)
786-5100
CALCULATION
OF REGISTRATION FEE
Common Stock
Amount to be Registered
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Proposed Maximum Offering
Price Per Share
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Proposed Maximum Aggregate
Offering Price
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Amount of
Registration Fee
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250,000 |
(1)
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$ |
6.48 |
(2)
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$ |
1,620,000 |
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$ |
115.51 |
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(1)
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Represents
shares of common stock available for issuance pursuant to the CTI
Industries Corporation 2009 Stock Incentive
Plan.
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(2)
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Calculated
pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933 based
on the average of the high and low sales prices of CTI Industries
Corporation common stock as reported on the NASDAQ Small Cap Market on
September 15, 2010.
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TABLE OF
CONTENTS
PART
I
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3 |
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EXPLANATORY
NOTE
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3 |
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PART
II
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3 |
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INFORMATION
REQUIRED IN REGISTRATION STATEMENT
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3 |
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Item
8. Exhibits
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3 |
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SIGNATURES
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4 |
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EX-
4.3 2009 Stock Incentive Plan
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EX-
5.1 Opinion and Consent of Vanasco Genelly & Miller,
PC
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EX-
23.2 Consent of Blackman Kallick, LLP
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PART
I
EXPLANATORY
NOTE
This
Registration Statement covers 250,000 shares of common stock (the “Shares”)
issuable pursuant to the 2009 Stock Incentive Plan of CTI Industries Corporation
(the “Plan”). The maximum cumulative number of shares issuable under
the Plan is 250,000.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The following documents filed with the
Securities and Exchange Commission are hereby incorporated by
reference:
(a) The
Annual Report of the Company on Form 10-K for the fiscal year ended December 31,
2009;
(b) The
Quarterly Reports of the Company on Form 10-Q for the fiscal quarter ended June
30, 2010;
(c) The
Definitive Proxy Statement of the Company dated April 30, 2009, for the Annual
Meeting of Shareholders on June 5, 2009.
All
documents subsequently 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 in this Registration Statement and to be a part
hereof from the date of filing such documents.
Item
8. Exhibits
4.1
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Articles
of Incorporation of CTI Industries
Corporation
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4.2
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By-Laws
of CTI Industries Corporation
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4.3
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CTI
Industries Corporation 2009 Stock Incentive
Plan
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5.1
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Opinion
of Vanasco Genelly & Miller,
PC
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23.1
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Consent
of Vanasco Genelly & Miller, PC (included in Exhibit
5.1)
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23.2
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Consent
of Blackman Kallick, LLP, Independent Auditors of CTI Industries
Corporation
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23.3
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Power
of Attorney (contained on the signature page of this Registration
Statement).
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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 City of
Barrington, State of Illinois, on September 16, 2010.
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CTI
INDUSTRIES CORPORATION
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By:
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/s/ Howard W. Schwan
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Howard
W. Schwan, President
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By:
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/s/ Stephen M. Merrick
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Stephen
M. Merrick, Executive Vice
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President,
Chief Financial Officer and
Secretary
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POWER OF
ATTORNEY
The
undersigned officers and directors of CTI Industries Corporation hereby
constitute and appoint Howard W. Schwan and Stephen M. Merrick, or either of
them, with power to act one without the other, our true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, 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 necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, as amended, this registration statement has been signed
below by the following persons in the indicated capacities as of September 16,
2010.
Signatures
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Title
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Date
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/s/ Howard W. Schwan
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President
and Director
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9/16/2010
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Howard
W. Schwan
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/s/ John H. Schwan
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Chairman
and Director
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9/16/2010
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John
H. Schwan
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/s/ Stephen M. Merrick
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Executive
Vice President,
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9/16/2010
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Stephen
M. Merrick
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Chief
Financial Officer,
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Secretary
and Director
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/s/ Stanley M. Brown
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Director
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Stanley
M. Brown
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/s/ Bret Tayne
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Director
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Bret
Tayne
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/s/ John I. Collins
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Director
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John
I. Collins
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/s/ Phillip Roos
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Director
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Phillip
Roos
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