As filed with the Securities and Exchange Commission
on May 9, 2024
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EMBECTA CORP.
(Exact name of registrant as specified in its charter)
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| Delaware |
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87-1583942 |
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
300 Kimball Drive, Suite 300
Parsippany, New Jersey 07054
(862) 401-0000
(Address of Principal Executive Offices)
EMBECTA CORP. 2022 EMPLOYEE AND DIRECTOR
EQUITY-BASED COMPENSATION PLAN
(Full Title of the Plans)
Jeff Mann
SVP, General Counsel, Head of Business Development
and Corporate Secretary
Embecta Corp.
300 Kimball Drive, Suite 300
Parsippany, New Jersey 07054
(862) 401-0000
(Name, Address and Telephone Number, Including Area
Code, of Agent for Service)
With a copy to:
John J. Cannon III
Allen Overy Shearman Sterling US LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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Accelerated filer |
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☐ |
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| Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the
“Registration Statement”) is filed by Embecta Corp. (the “Registrant”) for the purpose of registering an additional
3,189,000 shares of common stock, $0.01 par value per share (“Common Stock”), of the Registrant, that may be offered or sold
under the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan (the “Plan”). These additional shares of
Common Stock were approved by the Board of Directors of the Registrant on December 11, 2023 and by the stockholders of the Registrant
at the Registrant’s annual meeting of stockholders on February 7, 2024, and are additional securities of the same class as other
securities for which an original registration statement (File No. 333-264164) on Form S-8 was filed with the Securities and Exchange
Commission (the “Commission”) on April 6, 2022.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Items 1 and 2
of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory
note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the
plan covered by this Registration Statement and as required by Rule 428(b)(1) under the Securities Act.
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 (the “Commission”) are incorporated herein by reference:
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a) |
The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the Commission on November 29, 2023 (File No. 001-41186), as amended by the Registrant’s Amendment No.1 to the Annual Report on Form 10-K/A for the fiscal year ended September 30, 2023, filed with the Commission on April 5, 2024 (File No. 001-41186), and the portions of the Registrant’s Proxy Statement on Schedule 14A filed with the Commission on December 19, 2023 (File No. 001-41186) incorporated by reference into such Annual Report; |
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b) |
The description of the Registrant’s Common Stock contained in the information statement filed as Exhibit 99.1 to Amendment No. 1 to the Registrant’s registration statement on Form 10 filed on February 3, 2022 (File No. 001-41186), including any amendment or report filed for the purpose of updating such description; |
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c) |
The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended December 31, 2023, filed with the Commission on February 9, 2024 (File No. 001-41186), and March 31, 2024, filed with the Commission on May 9, 2024 (File No. 001-41186); and |
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d) |
The Registrant’s Current Reports on Form 8-K filed with the Commission since September 30, 2023 (other than portions of those documents furnished or otherwise not deemed to be filed). |
All documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the effective date of this Registration Statement, but prior
to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby 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.
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 which 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.
Not applicable.
Item 6. Indemnification of Directors and
Officers.
The Registrant’s Amended and
Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that, to the fullest extent
permitted by the Delaware General Corporation Law (the “DGCL”), no director will be personally liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty owed to the Registrant or its stockholders as a director.
The Registrant’s Amended and Restated Bylaws
(the “Bylaws”), provide that the Registrant must indemnify and hold harmless, to the fullest extent authorized or permitted
by the DGCL as it presently exists or may be amended, each person who was or is a party to, or who is threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Registrant) (a “Proceeding”) by reason of the fact that he or she is or was a director
or an officer of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any Proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant, and,
with respect to any criminal Proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Unless ordered by
a court, any indemnification under the Bylaws must be made by the Registrant only as authorized in the specific case upon a determination
that indemnification is proper in the circumstances, because such person has met the applicable standard of conduct set forth in the DGCL.
With respect to an indemnitee who is a director or officer of the Registrant at the time of such determination, such determination must
be made (1) by a majority vote of the directors who are not parties to such proceeding, even though less than a quorum, (2) by a committee
of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or
if such directors so direct, by independent legal counsel in a written opinion of such independent legal counsel, or (4) by the stockholders.
Expenses must be advanced to a covered person under certain circumstances.
The Registrant maintains a standard policy
of officers’ and directors’ liability insurance.
Section 145 of the DGCL authorizes a corporation
to indemnify its directors and officers under certain prescribed circumstances against liabilities arising out of actions, suits and proceedings
to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director
or officer to a corporation. The indemnity may cover expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding if the director or
officer acted in good faith and in a manner the director or officer reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the director or officer’s
conduct was unlawful.
The foregoing is only a general summary of
certain aspects of Delaware law and of the Certificate of Incorporation and the Bylaws dealing with indemnification of directors and officers,
and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of the DGCL and to the Certificate
of Incorporation and the Bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
For the list of exhibits, see the Exhibit Index
to this Registration Statement, which is incorporated in this item by reference.
EXHIBIT INDEX
Item 9. Undertakings.
| (a) | The undersigned 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; |
| ii. | to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective 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 registration statement is on Form S-8, and the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration statement.
| 2. | That, for the purpose of determining any liability under the Securities Act, 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. |
| 3. | 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 offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act 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
Commission such indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final adjudication
of such issue. |
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 City of Parsippany,
State of New Jersey, on the 9th day of May, 2024.
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Embecta Corp. |
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| By: |
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/s/ Jeff Mann |
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Jeff Mann |
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SVP, General Counsel, Head of Business Development and Corporate Secretary |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Jeff Mann her or his attorney-in-fact, with the full power of substitution, for her or him in any and all capacities, to sign
this registration statement, and any amendments thereto (including post-effective amendments), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact,
or his substitute or substitutes, may 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 on behalf of the Registrant and in the capacities and on the dates
indicated.
| Signature |
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Title |
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Date |
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/s/ Devdatt
Kurdikar |
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President, Chief Executive Officer, and Director |
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May 9, 2024 |
| Devdatt Kurdikar |
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(Principal Executive Officer) |
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/s/ Jacob
Elguicze |
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Chief Financial Officer |
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May 9, 2024 |
| Jacob Elguicze |
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(Principal Financial Officer) |
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/s/ Brian
Capone |
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Chief Accounting Officer and Corporate Controller |
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May 9, 2024 |
| Brian Capone |
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(Principal Accounting Officer) |
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/s/ David
F. Melcher |
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Director, Chairman of the Board of Directors |
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May 9, 2024 |
| David F. Melcher |
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/s/ David
J. Albritton |
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Director |
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May 9, 2024 |
| David J. Albritton |
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/s/ Carrie
L. Anderson |
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Director |
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May 9, 2024 |
| Carrie L. Anderson |
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/s/ Robert
J. Hombach |
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Director |
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May 9, 2024 |
| Robert J. Hombach |
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/s/ Milton
M. Morris, Ph.D. |
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Director |
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May 9, 2024 |
| Milton M. Morris, Ph.D. |
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/s/ Claire
Pomeroy, M.D. |
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Director |
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May 9, 2024 |
| Claire Pomeroy, M.D. |
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/s/ Karen
N. Prange |
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Director |
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May 9, 2024 |
| Karen N. Prange |
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/s/ Christopher
R. Reidy |
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Director |
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May 9, 2024 |
| Christopher R. Reidy |
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EXHIBIT 5.1
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599 Lexington Avenue
New York, NY 10022-6069
+1.212.848.4000 |
May 9, 2024
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Embecta Corp.
300 Kimball Drive, Ste 300
Parsippany, New Jersey 07054 |
Ladies and Gentlemen:
We are acting as counsel
for Embecta Corp., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company
of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “Securities Act”), with respect to 3,189,000 shares of common stock,
par value $0.01, of the Company (the “Shares”) issuable pursuant to the Embecta Corp. 2022 Employee and Director Equity-Based
Compensation Plan (the “Plan”). In connection with the foregoing, we have reviewed originals or copies identified to
our satisfaction of the following documents:
| | (a) | the Registration Statement; |
| (b) | the certificate of incorporation and bylaws of the Company, in each case as amended to date; and |
| (c) | originals or copies of such other corporate records of the Company, certificates of public officials and
of officers of the Company, and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below. |
In our examination, we
have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals
and the conformity with originals of all documents submitted to us as copies.
Our opinion set forth
below is based on the text of the Plan as referenced in the Exhibit Index to the Registration Statement.
Our opinion expressed
below is limited to the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other
law.
Based upon and subject
to the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that authorized but
not previously issued Shares that may be delivered under the Plan have been duly authorized by the Company and, when (a) issued and delivered
by the Company in accordance with the terms of the Plan and (b) paid for in full in accordance with the terms of the Plan, will be validly
issued, fully paid and non-assessable.
This opinion letter speaks
only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including
any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein.
We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby concede that we come within
the category of persons whose consent is required by the Securities Act or the General Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
| /s/ Allen Overy Shearman Sterling US LLP |
| Allen Overy Shearman Sterling US LLP |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan of our reports dated November
29, 2023, with respect to the consolidated financial statements of Embecta Corp. and the effectiveness of internal control over financial
reporting of Embecta Corp. included in its Annual Report (Form 10-K) for the year ended September 30, 2023, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
May 9, 2024
EXHIBIT 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Embecta Corp.
(Exact Name of Registrant as Specified in its Charter)
| Security Type |
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Security
Class
Title |
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Fee
Calculation
Rule or
Instruction |
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Amount
Registered(1) |
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Proposed
Maximum
Aggregate
Offering
Price Per
Share |
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Maximum
Aggregate
Offering
Price |
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Fee
Rate |
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Amount of
Registration
Fee |
| Equity |
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Common Stock (par value $0.01 per share) |
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Other(2) |
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3,189,000(3) |
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$10.245(2) |
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$32,671,305 |
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$147.60 per $1,000,000 |
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$4,822.28 |
| Total Offering Amounts |
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$32,671,305 |
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— |
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$4,822.28 |
| Total Fee Offsets(4) |
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— |
| Net Fee Due |
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$4,822.28 |
| (1) |
Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers such additional and indeterminate number of shares of common stock (“Common Stock”) of Embecta Corp. (the “Registrant”) as may become issuable by reason of stock dividends, stock splits or similar transactions. |
| (2) |
Estimated solely for the purposes of determining the amount of the registration fee, in accordance with Rule 457(c) and 457(h) of the Securities Act, on the basis of the average of the high ($10.39) and low ($10.10) sales prices per share of the Common Stock on the “when issued” trading market as reported on the NASDAQ Global Select Market on May 2, 2024. |
| (3) |
Represents shares of Common Stock issuable pursuant to awards granted under the Registrant’s 2022 Employee and Director Equity-Based Compensation Plan. |
| (4) |
The Registrant does not have any fee offsets. |
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