As filed with the Securities and Exchange Commission on September 30, 2004
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LIBBEY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-1559357
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 MADISON AVENUE
TOLEDO, OHIO 43611
(Address of principal executive offices)
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THE AMENDED AND RESTATED 1999 EQUITY PARTICIPATION PLAN OF LIBBEY INC.
(full title of the plan)
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Copy to:
Susan A. Kovach Christopher Lueking
Vice President, General Counsel Latham & Watkins
and Secretary Sears Tower, Suite 5800
Libbey Inc. Chicago, Illinois 60606
300 Madison Avenue (312) 876-7700
Toledo, Ohio 43611 Counsel to Registrant
(419) 325-2100
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered (1) Offering Price Aggregate Registration
Per Share (2) Offering Price(2) Fee
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Common Stock, par value $.01 per share 1,000,000 shares $17.30 $17,300,000 $2,192
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(1) The Amended and Restated 1999 Equity Participation Plan of Libbey Inc.
(the "Plan") authorizes the issuance of a maximum of 2,000,000 shares
of common stock of Libbey Inc. (the "Company") plus substitutions or
adjustments to shares to account for any change in corporate
capitalization, such as a stock split, any merger, consolidation,
recapitalization or other distribution of stock or property. This
Registration Statement registers 1,000,000 shares of common stock of
the Company for issuance pursuant to the Plan. On November 1, 2001 the
Company filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-8 (File No. 333-49082) relating to
1,000,000 shares of common stock of the Company to be awarded and sold
under the Plan prior to its Amendment and Restatement. The contents of
all prior registration statements are incorporated into this
Registration Statement by reference.
(2) Estimated solely for purposes of computing the registration fee for the
1,000,000 shares registered hereunder. Pursuant to Rule 457(c), the
proposed Maximum Offering Price Per Share is based on the high and low
trading prices of the Company's common stock on the New York Stock
Exchange on September 27, 2004.
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PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below have been filed by Libbey Inc., a Delaware
corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") and are incorporated in this Registration Statement by reference:
a. Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 (the "2003 10-K");
b. The Company's Proxy Statement, dated March 30, 2004 for the
Annual Meeting of Stockholders held on May 6, 2004 which incorporates
by reference our 2003 Annual Report to Stockholders contained in the
2003 10-K;
c. The Company's Quarterly Report on Forms 10-Q for the
quarterly periods ended March 31, 2004 and June 30, 2004;
d. All other reports filed by us pursuant to Sections 13(c),
or 14 of the Securities Exchange Act of 1934 since the end of our
fiscal year ended December 31, 2003;
e. The description of our Common Stock contained in our
Registration Statement on Form 8-A filed on July 16, 1993 pursuant to
Section 12 of the Securities Exchange Act of 1934; and
All documents filed by the Company pursuant to Section 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 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 that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
-2-
ITEM 4. DESCRIPTION OF SECURITIES
Not required to be filed with this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Not required to be filed with this Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
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5 Opinion of Latham & Watkins. 6
23(a) Consent of Independent Auditors. 8
23(b) Consent of Latham & Watkins (included in Exhibit 5). 6
24 Power of Attorney (included in the signature page to the Registration 4
Statement).
ITEM 9. UNDERTAKINGS
Not required to be filed with this Registration Statement.
-3-
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 Toledo, Ohio, on September 8, 2004.
LIBBEY INC.
By: /s/ SUSAN A. KOVACH
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Susan A. Kovach
Vice President, General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Susan A. Kovach and Scott M.
Sellick, and each acting alone, his true and lawful attorneys-in-fact and
agents, with full power of resubstitution and substitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
or supplements to this Registration Statement 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
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto 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, each acting alone, or his
substitute or 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 by the following persons in their
respective capacities with Libbey Inc. and on the dates indicated.
SIGNATURES TITLES DATE
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Chairman of the Board of September__, 2004
/s/ JOHN. F. MEIER Directors and Chief Executive
--------------------------------------- Officer (Principal Executive
John F. Meier Officer)
Executive Vice President, September__, 2004
Chief Operating Officer and
/s/ RICHARD I. REYNOLDS Director
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Richard I. Reynolds
Vice President and Chief September__, 2004
Financial Officer (Principal
/s/ SCOTT M. SELLICK Financial Officer and
--------------------------------------- Principal Accounting Officer)
Scott M. Sellick
/s/ CARLOS V. DUNO Director September 8, 2004
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Carlos V. Duno
/s/ WILLIAM A. FOLEY Director September 9, 2004
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William A. Foley
/s/ PETER C. McC. HOWELL Director September__, 2004
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Peter C. McC. Howell
/s/ DEBORAH G. MILLER Director September 16, 2004
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Deborah G. Miller
/s/ CAROL B. MOERDYK Director September 8, 2004
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Carol B. Moerdyk
/s/ GARY L. MOREAU Director September 9, 2004
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Gary L. Moreau
/s/ TERENCE P. STEWART Director September 8, 2004
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Terence P. Stewart