As filed with the Securities and Exchange Commission
on August 3, 2023
Registration No. 333
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
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Universal Corporation
(Exact name of registrant as specified in its charter) |
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| Virginia |
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54-0414210 |
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(State or other jurisdiction
of incorporation or organization)
9201 Forest Hill Avenue
Richmond, Virginia
(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification No.)
23235
(Zip Code)
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Universal Corporation 2023 Stock Incentive Plan
(Full title of the plan)
Preston D. Wigner, Esq.
Vice President, General Counsel and Secretary
Universal Corporation
9201 Forest Hill Avenue
Richmond, Virginia 23235
(804) 359-9311
(Name, address and telephone number, including
area code, of agent for service)
Copies To:
David I. Meyers, Esq.
Troutman Pepper Hamilton Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
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.
| Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer
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Smaller reporting company |
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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. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. | Plan Information.* |
| Item 2. | Registrant Information and Employee Plan Annual Information.* |
* As permitted by Rule 428 under the Securities
Act of 1933, as amended (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 will be delivered to the participants in the Universal Corporation
2023 Stock Incentive Plan (the “Plan”) as required by Rule 428(b)(1). Such documents are not being filed with the Securities
and Exchange Commission (the “Commission”) as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424(b) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
By this reference, the following documents filed
or to be filed by Universal Corporation (the “Registrant”) with the Commission are incorporated into and made a part
of this Registration Statement:
| 3. | The Registrant’s Current Reports on Form 8-K, filed with the Commission on May
24, 2023, August 2, 2023 and August 3, 2023 (in each case other than portions of that document deemed to be furnished and not
filed). |
| 4. | The description of the Registrant’s common stock no par value (“Common
Stock”) contained in Exhibit
4.1 to its Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the Commission on May 25, 2023, which
updates the Registrant’s Registration Statement on Form 8-A as filed with the Commission under the Securities Exchange Act of
1934, as amended, (the “Exchange Act”) on December 29, 1998 and Amendment No. 1 to the Form 8-A filed on May 7,
1999, and as amended by any subsequent amendment or report filed for the purpose of updating such description. |
In addition, all documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which indicates that all shares of Common Stock offered hereby
have been sold or which deregisters any shares of such Common Stock then remaining unsold, shall also be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date of filing of 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 statement contained in this Registration
Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document which
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.
Notwithstanding the above, information that is
“furnished” to the Commission shall not be deemed “filed with” the Commission and shall not be deemed incorporated
by reference into 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. |
Article 10 of the Virginia Stock Corporation Act
allows, in general, for indemnification, in certain circumstances, by a corporation of any person threatened with or made a defendant
or respondent in any action, suit, or proceeding by reason of the fact that he or she is, or was, a director or officer of such corporation
if the director or officer meets certain conditions of conduct. Indemnification is also authorized with respect to a criminal action or
proceeding where the person had no reasonable cause to believe that his conduct was unlawful. Article 9 of the Virginia Stock Corporation
Act provides limitations on damages payable by officers and directors, except in cases of willful misconduct or knowing violation of criminal
law or any federal or state securities law, including insider trading or market manipulation.
Article VIII of the Company’s Amended and
Restated Articles of Incorporation provides for mandatory indemnification of any director or officer of the Company who is, was or is
threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Company
against all liabilities and expenses incurred in the proceeding. However, the director or officer will not be indemnified for such liabilities
and expenses as are incurred because of such director’s or officer’s willful misconduct or knowing violation of the criminal
law.
Article IX of the Company’s Amended and
Restated Articles of Incorporation provide that in every instance permitted under the Virginia Stock Corporation Act in effect from time
to time, a director or officer will be protected from liability to the Company or its shareholders for any monetary damages.
The Company maintains a standard policy of officers’
and directors’ liability insurance.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions,
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.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
The following exhibits have been filed as a part
of this Registration Statement and are specifically incorporated by reference:
EXHIBIT INDEX
| Exhibit No. | Description of Exhibits | |
ǂ
Filed herewith.
(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 Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement;
and
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.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to applicable law, the Registrant’s articles of incorporation or bylaws, as such may be amended from time
to time, the Registrant’s indemnification agreements 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, 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 Richmond, Commonwealth of Virginia, on the date or dates indicated below.
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UNIVERSAL CORPORATION
(Registrant) |
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| August 3, 2023 |
By: |
/s/ Preston D. Wigner |
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Preston D. Wigner |
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Vice President, General Counsel and Secretary |
POWER OF ATTORNEY
Each person whose signature
appears below hereby constitutes and appoints each of George C. Freeman, III, Johan C. Kroner and Preston D. Wigner his or her true and
lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for the undersigned and in the name of the undersigned,
in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully 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.
| Signature |
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Title |
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Date |
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/s/
George C. Freeman, III
George C. Freeman, III |
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Chairman, President, Chief Executive
Officer, and Director (Principal
Executive Officer) |
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August 3, 2023 |
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/s/
Johan C. Kroner
Johan C. Kroner |
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Senior Vice President and Chief Financial
Officer (Principal Financial
Officer) |
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August 3, 2023 |
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/s/
Scott J. Bleicher
Scott J. Bleicher |
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Vice President and Controller
(Principal Accounting Officer) |
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August 3, 2023 |
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/s/
Diana F. Cantor
Diana F. Cantor |
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Director |
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August 3, 2023 |
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/s/
Lennart R. Freeman
Lennart R. Freeman |
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Director |
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August 3, 2023 |
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/s/
Thomas H. Johnson
Thomas H. Johnson |
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Director |
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August 3, 2023 |
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/s/
Michael T. Lawton
Michael T. Lawton |
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Director |
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August 3, 2023 |
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| /s/ Arthur J. Schick, Jr. |
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Director |
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August 3, 2023 |
| Arthur J. Schick, Jr. |
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/s/
Robert C. Sledd
Robert C. Sledd |
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Director |
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August 3, 2023 |
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| /s/ Thomas H. Tullidge, Jr. |
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Director |
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August 3, 2023 |
| Thomas H. Tullidge, Jr. |
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| /s/ Jacqueline T. Williams |
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Director |
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August 3, 2023 |
| Jacqueline T. Williams |
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Exhibit 5.1
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Troutman Pepper Hamilton Sanders LLP
Troutman Pepper Building, 1001 Haxall Point
Richmond, Virginia 23219
troutman.com |
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August 3, 2023
The Board of Directors
Universal Corporation
9201 Forest Hill Avenue
Richmond, Virginia 23235
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to
Universal Corporation, a Virginia corporation (the “Company”) in connection with the filing by the Company of the above-referenced
Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), whereby 1,742,269
shares (the “Shares”) of common stock, no par value (the “Common Stock”), of the Company are registered
to be issued in accordance with the Universal Corporation 2023 Stock Incentive Plan (the “Plan”). The Plan was approved
by the Board of Directors of the Company (the “Board”) on April 18, 2023, subject to shareholder approval, which was
obtained on August 1, 2023.
This opinion is being furnished
in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have examined originals or
copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, and other instruments, certificates,
orders, opinions, correspondence with public officials, certificates provided by the Company’s officers and representatives, and
other documents as we have deemed necessary or advisable for the purposes of rendering the opinion set forth herein, including (i) the
corporate and organizational documents of the Company, including the Amended and Restated Articles of Incorporation, as amended to date
(the “Articles”), and the Amended and Restated Bylaws, as amended to date, (ii) the resolutions (the “Resolutions”)
of the Board with respect to the offering and issuance of the Shares under the Plan and certain related matters, (iii) the Plan, and (iv) the
Registration Statement and exhibits thereto.
For purposes of the opinion
expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to
the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof,
(iii) the legal capacity of natural persons, (iv) the genuineness of signatures, including electronic signatures, not witnessed
by us, (v) the due authorization, execution and delivery of all documents by all parties, other than the Company, and the validity,
binding effect and enforceability thereof and (vi) the truth, accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have reviewed.
Based upon the foregoing and
in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of
the opinion that the Shares have been duly authorized for issuance, and when issued, delivered and paid for in accordance with the Plan
(assuming that, upon any issuance of the Shares, the total number of shares of common stock issued and outstanding will not exceed the
total number of shares of common stock that the Company is then authorized to issue under the Articles), the Shares will be legally issued,
fully paid and non-assessable.
We express no opinion as to
the effect of the laws of any state or jurisdiction other than the laws of the Commonwealth of Virginia or as to the securities or blue
sky laws of any state (including, without limitation, Virginia), municipal law or the laws of any local agencies within any state (including,
without limitation, Virginia). This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond
the matters expressly stated herein.
Our opinion is as of the date
hereof, and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts
relating to prior events that are subsequently brought to our attention, and we disavow any undertaking to advise you of any changes in
law.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement. We also consent to your filing copies of this opinion as an exhibit to the
Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states
regarding the offering and sale of the securities addressed herein. In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
| | Very truly yours, |
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| | | /s/ Troutman Pepper Hamilton Sanders
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 Universal Corporation 2023 Stock Incentive Plan
of our reports dated May 25, 2023, with respect to the consolidated financial statements of Universal Corporation, and the effectiveness
of internal control over financial reporting of Universal Corporation, included in its Annual Report (Form 10-K) for the year ended March
31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
LLP
Richmond, Virginia
August 03, 2023
Exhibit 107.1
CALCULATION OF
FILING FEE TABLE
Form
S-8
(Form Type)
Universal
Corporation
(Exact Name
of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| Security Type | |
Security Class
Title | |
Fee Calculation
Rule | |
Amount
Registered (1) | |
Proposed
Maximum
Offering Price
Per Unit (3) | | |
Maximum
Aggregate
Offering Price (3) | | |
Fee Rate | | |
Amount of
Registration Fee | |
| Equity | |
Common Stock, no par value | |
Rule 457(c) and Rule 457(h) | |
1,742,269 (2) | |
$ | 49.37 | | |
$ | 86,015,820.53 | | |
| 0.00011020 | | |
$ | 9,479.00 | |
| Total Offering Amounts | |
| | | |
$ | 86,015,820.53 | | |
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$ | 9,479.00 | |
| Total Fee Offsets | |
| | | |
| | | |
| | | |
| — | |
| Net Fee Due | |
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| | | |
| | | |
$ | 9,479.00 | |
| (1) | This Registration Statement also covers an indeterminate number
of shares of Universal Corporation (the “Registrant”) common stock, no
par value (“Common Stock”), which may be issuable pursuant to the Universal
Corporation 2023 Stock Incentive Plan (the “2023 Plan”) as a result of
stock splits, reverse stock splits, stock dividends, combinations of shares, spin-offs, recapitalizations,
mergers and other capital adjustments, in accordance with Rule 416(a) under the Securities
Act of 1933, as amended (the “Securities Act”). |
| (2) | This Registration Statement covers shares of Common Stock of the
Registrant reserved for future issuance under the 2023 Plan, as approved by shareholders
of the Registrant on August 1, 2023, consisting of (i) 1,250,000 shares of Common Stock,
and (ii) up to 492,269 shares of Common Stock represented by awards granted under the 2017
Stock Incentive Plan as of August 1, 2023 to the extent they are forfeited or otherwise not
issued because of the cancellation, termination, or expiration of the award on or after August
1, 2023. |
| (3) | Estimated pursuant to Rule 457(c) and (h) under the Securities Act,
solely for the purpose of calculating the amount of the registration fee. The price shown
is based upon the average of the high and low prices of the Registrant’s Common Stock,
as reported on the New York Stock Exchange on July 28, 2023. |
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