Securities Registration: Employee Benefit Plan (s-8)
29 Octubre 2021 - 3:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 29, 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
Loma Negra Compañía Industrial Argentina Sociedad Anónima
(Exact name of registrant as specified in its charter)
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Republic of Argentina
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Not applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Loma Negra C.I.A.SA.
Cecilia Grierson 355, 4th Floor
Ciudad Autónoma de Buenos Aires
Argentina
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C1107CPG
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(Address of Principal Executive Offices)
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(Zip Code)
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Loma Negra Compañía Industrial Argentina Sociedad Anónima Share Incentive Program
Loma Negra Compañía Industrial Argentina Sociedad Anónima Share Incentive Program Subject to TSR
(Full title of plans)
COGENCY GLOBAL INC.
122
East 42nd Street, 18th Floor
New York, NY 10168
(Name
and address of agent for service)
+1 (800) 221-0102
(Telephone number, including area code, of agent for service)
Copies to:
John
Guzman
Maia Gez
Scott Levi
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Tel: (212) 819-8200
Fax: (212) 354-8113
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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☐
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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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☒
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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. ☒
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered(1)(2)(3)
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Proposed maximum
offering price per
share(4)
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Proposed maximum
aggregate
offering price(4)
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Amount of
registration fee
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Ordinary Shares, par value Ps.0.10 (the Ordinary
Shares)
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500,000
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$7.08
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$3,540,000
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$328.16
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(1)
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Consists of up to 275,000 Ordinary Shares issuable under the Loma Negra Compañía Industrial
Argentina Sociedad Anónima Share Incentive Program and up to 225,000 Ordinary Shares issuable under the Loma Negra Compañía Industrial Argentina Sociedad Anónima Share Incentive Program Subject to TSR (together, the
Plans).
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(2)
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Represents 500,000 Ordinary Shares issuable in the aggregate under the Plans, which may be represented by
American depository instruments, namely, American Depository Shares (ADS) representing five ordinary shares. ADSs issuable upon deposit of ordinary shares registered hereby were registered pursuant to a separation Registration Statement
on Form F-6 (File No. 333-220979).
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(3)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
registration statement also includes an indeterminate number of additional shares that become issuable under the Plans as a result of anti-dilution provisions described therein by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration leading to an increase in the number of outstanding shares.
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(4)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule
457(h) under the Securities Act based upon the average of the high and low prices ($6.99-$7.17) of the Registrants Ordinary Shares as reported on the New York Stock Exchange on October 26,
2021.
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EXPLANATORY NOTE
Loma Negra Compañía Industrial Argentina Sociedad Anónima (the Registrant) is filing with the Securities and
Exchange Commission (the Commission) this registration statement on Form S-8 (this Registration Statement) to register under the Securities Act of 1933, as amended (the Securities
Act) 500,000 Ordinary Shares, par value Ps.0.10 (the Ordinary Shares), of the Registrant issuable in the aggregate pursuant to the Loma Negra Compañía Industrial Argentina Sociedad Anónima Share Incentive
Program and the Loma Negra Compañía Industrial Argentina Sociedad Anónima Share Incentive Program Subject to TSR (together, the Plans). As previously disclosed by the Registrant, pursuant to the terms of the Plans,
all the Ordinary Shares so offered will be acquired at the expense of the Registrant on the open market or in private transactions in accordance with the share repurchase plan previously approved by the Registrants board of directors. Pursuant
to Rule 416(a) under the Securities Act, this Registration Statement also covers any additional Ordinary Shares of the Registrant that become issuable under the Plans as a result of anti-dilution provisions described therein by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding Ordinary Shares of the Registrant.
In all cases, the Ordinary Shares may be represented at the Registrants discretion by American depository instruments, namely, American
Depository Shares (ADS) representing five Ordinary Shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant
Information and Employee Plan Annual Information.*
*
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As permitted by Rule 428 under the Securities Act, this Registration Statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given to each participant in the Incentive Plan as may be required by Rule
428(b). Such documents are not required to be and are not being filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The
Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the
preceding sentence. The written statement to participants will also indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) and will include the address and
telephone number to which the request is to be directed.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration Statement the following:
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the Registrants Annual Report on Form
20-F filed with the Commission on April 30, 2021;
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the International Financial Reporting Standards financial information contained in the Registrants Reports
of Foreign Private Issuer on Form 6-K furnished to the Commission on June
9, 2021 and August 27, 2021 (File No. 001-38262, Film No. 211219857);
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the Registrants Reports of Foreign Private Issuer on Form 6-K
furnished to the Commission on August 11, 2021 (File No. 001-38262, Film No.
211164227), August 16, 2021, August
23, 2021, August 27, 2021 (File No. 001-38262, Film No.
211219994), September 7, 2021, September
24, 2021, October
5, 2021, October 7, 2021, October
12, 2021, October 18, 2021 and October 25, 2021;
and
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the description of the Registrants Ordinary Shares contained in Item 1 of the Registrants
Registration Statement on Form 8-A12B filed with the Commission on October 26, 2017.
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In addition to the foregoing, all documents filed by the Registrant with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished
by the Registrant to the Commission, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under this
Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.
Any statement contained herein or in a document all or a portion of which is 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.
Neither the laws of Argentina nor our bylaws or other constitutive documents provide for indemnification of our directors or officers. The
activities of the Registrants officers are regulated by Argentine labor law. The Registrant maintains directors and officers liability insurance covering the Registrants directors and executive officers with respect to
general civil liability, which he or she may incur in his or her capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (A)(1)(i) and
(A)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic 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 this 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 Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 provisions described in Item 6 of this Registration Statement, 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 of 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, 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 Buenos Aires, Argentina,
on the 29th day of October, 2021.
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LOMA NEGRA C.I.A.S.A.
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By:
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/s/ Sergio D. Faifman
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Name:
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Sergio D. Faifman
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Title:
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Chief Executive Officer
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By:
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/s/ Marcos I. Gradin
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Name:
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Marcos I. Gradin
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Title:
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Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Sergio D. Faifman and Marcos I. Gradin as attorney-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem
necessary or desirable to enable the registrant to comply with the U.S. Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the U.S.
Securities Act of 1933 of ordinary shares of the registrant (the Shares), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to this Registration Statement
on Form S-8 (the Registration Statement) filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments such Registration Statement (including
post-effective amendments) and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, and each of the undersigned hereby ratifies and confirms all that such
attorney and agent shall do or cause to be done by virtue hereof.
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.
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Signature
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Title of Capacities
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Date
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/s/ Sergio D. Faifman
Sergio D. Faifman
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Chief Executive Officer (Principal Executive Officer) and Director
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October 29, 2021
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/s/ Marcos I. Gradin
Marcos I. Gradin
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director
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October 29, 2021
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/s/ Flavio Mendes Aidar
Flavio Mendes Aidar
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Director
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October 29, 2021
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/s/ Paulo Diniz
Paulo Diniz
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Director
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October 29, 2021
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/s/ Diana Modino
Diana Modino
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Director
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October 29, 2021
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/s/ Sergio Daniel Alonso
Sergio Daniel Alonso
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Director
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October 29, 2021
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/s/ Javier Graña
Javier Graña
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Director
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October 29, 2021
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/s/ Carlos Boero Hughes
Carlos Boero Hughes
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Director
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October 29, 2021
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/s/ Livio Hagime Kuze
Livio Hagime Kuze
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Director
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October 29, 2021
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Cogency Global Inc.
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as Authorized Representative in
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October 29, 2021
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the United States
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President
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