Initial Registration Statement for Employee Benefit Plan - Form S-8

bwen20240513c_s8.htm

As filed with the Securities and Exchange Commission on May 17, 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

______________________

BROADWIND, INC.

(Exact name of registrant as specified in its charter)

Delaware	3240 S. Central Avenue Cicero, IL 60804	88-0409160
(State or other jurisdiction of	(Address of Principal Executive Offices)	(IRS Employer Identification No.)
Incorporation or organization)

Broadwind, Inc. Employees' 401(k) Plan

(Full title of the plan)

Eric B. Blashford

President and Chief Executive Officer

Broadwind, Inc.

3240 S. Central Avenue

Cicero, Illinois 60804

Telephone: (708) 780-4800

(Name, address and telephone number,

including area code, of agent for service)

Copy to:

Michele C. Kloeppel, Esq.

Thompson Coburn LLP

One U.S. Bank Plaza

St. Louis, Missouri 63101

Telephone: (314) 552-6000

Facsimile: (314) 552-7000

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 ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☐

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

The undersigned, Broadwind, Inc., a Delaware corporation (the "Registrant"), hereby files this registration statement on Form S-8 (this "Registration Statement") to register 600,000 additional shares (the "Additional Shares") of common stock, par value $0.001 per share (the "Common Stock"), for issuance as a matching contribution by the Registrant to participants under the Broadwind, Inc. Employees' 401(k) Plan (the "Plan"). The Additional Shares are in addition to the Common Stock previously registered for issuance as the matching contribution component by the Registrant under the Plan by registration statements on Form S-8 filed with the Securities and Exchange Commission (the "SEC") on February 27, 2018 (File No. 333-223260), February 26, 2019 (File No. 333-229875), October 29, 2019 (File No. 333-234361), November 10, 2021 (File No. 333-260956), and August 9, 2022 (File No. 333-266690) (collectively, the "Prior Registration Statements"). The interest of the participants in the Plan are not being registered by this Registration Statement.

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to such instruction, the contents of the Prior Registration Statements are incorporated by reference and made part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed by the Registrant with the SEC are incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2023, filed March 5, 2024;

(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed May 14, 2024;

(c) The Registrant's Current Reports on Form 8-K (specifically excluding the information furnished under Items 2.02 and 7.01 and any exhibits furnished thereto), filed March 5, 2024 and May 14, 2024;

(d) The description of the Common Stock as set forth in the Registrant's registration statement on Form 8-A filed with the SEC on April 8, 2009 (File No. 001-34278) pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendments or reports filed for the purpose of updating such description; and

(e) The description of the Series A Junior Participating Preferred Share Purchase Rights as set forth in the Registrant's registration statement on Form 8-A filed with the SEC on February 13, 2013 (File No. 001-34278), Form 8-A/A filed with the SEC on February 8, 2016 (File No. 001-34278), Form 8-A/A filed with the SEC on February 12, 2019 (File No. 001-34278) and Form 8-A/A filed with the SEC on February 3, 2022 (File No. 001-34278) pursuant to Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be made a part hereof from the date of filing of such documents. Any statements contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in a subsequently filed document incorporated herein by reference modifies or supersedes such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Where any document or part thereof is incorporated by reference in this Registration Statement, the Registrant will provide without charge to each person to whom a prospectus with respect to the Plan is delivered, upon written or oral request of such person, a copy of any and all of the information incorporated by reference in this Registration Statement, excluding exhibits unless such exhibits are specifically incorporated by reference.

Item 8. Exhibits.

See Exhibit Index.

Exhibit Index

The following exhibits are filed or incorporated by reference as part of this registration statement:

Exhibit Number	Description
4.1	Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008).
4.2	Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit3.1 to the Registrant's Current Report on Form8-K filed August 23, 2012).
4.3	Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit3.1 to the Registrant's Current Report on Form8-K filed May 6, 2020).
4.4*	Certificate of Amendment to the Certificate of Incorporation of the Registrant, dated May 16, 2024
4.5	Fourth Amended and Restated Bylaws of the Registrant, adopted as of June 26, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed June 28, 2023)
4.6	Section 382 Rights Agreement dated as of February 12, 2013 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed February 13, 2013).
4.7	First Amendment to Section 382 Rights Agreement dated as of February 5, 2016 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed February 8, 2016).
4.8	Second Amendment to Section 382 Rights Agreement dated as of February 7, 2019 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 12, 2019).
4.9	Third Amendment to Section 382 Rights Agreement dated as of February 3, 2022 between the Registrant and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 3, 2022).
4.10	Certificate of Designation of Series A Junior Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 2 to the Registrant's Registration Statement on Form 8-A filed February 13, 2013).
5.1*	Opinion of Thompson Coburn LLP as to the legality of the securities being registered.
23.1*	Consent of RSM US LLP.
23.2*	Consent of Thompson Coburn LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (set forth on signature page hereto).
107.1*	Calculation of Filing Fees Tables

* Filed herewith.

In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5)(ii) of Regulation S-K with respect to the Plan, the Registrant hereby undertakes that it has submitted the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

Signatures

Pursuant to the requirements of the Securities Act, 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 Cicero, State of Illinois on May 17, 2024.

BROADWIND, INC.

By: /s/ Thomas A. Ciccone

Thomas A. Ciccone

Vice President, Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of the Registrant do hereby severally and individually constitute and appoint Eric B. Blashford and Thomas A. Ciccone, and each of them acting individually (with full power to act alone and with full power of substitution and re-substitution), lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments that said attorney and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules or regulations or requirements of the SEC in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Signature	Title	Date
/s/ Eric B. Blashford	President, Chief Executive Officer,	May 17, 2024
Eric B. Blashford	and Director
	(Principal Executive Officer)
/s/ Thomas A. Ciccone	Vice President and Chief Financial Officer	May 17, 2024
Thomas A. Ciccone	(Principal Financial Officer)
/s/ Cary B. Wood	Chairman of the Board	May 17, 2024
Cary B. Wood
/s/ Philip J. Christman	Director	May 17, 2024
Philip J. Christman
/s/ Sachin M. Shivaram	Director	May 17, 2024
Sachin M. Shivaram
/s/ David P. Reiland	Director	May 17, 2024
David P. Reiland
/s/ Jeanette A. Press	Director	May 17, 2024
Jeanette A. Press

Pursuant to the requirements of the Securities Act, the trustee (or other person who administers the Plan) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cicero, State of Illinois, on May 17, 2024.

BROADWIND, INC. EMPLOYEES' 401(K) PLAN

By:/s/ Matthew W. Burgess

Name: Matthew W. Burgess

Title: Plan Administrator

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