SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
FASTENAL COMPANY
(Exact Name of Registrant as Specified in its Charter)
| Minnesota | 41-0948415 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
2001 Theurer Boulevard
Winona, Minnesota 55987-1500
(Address of Principal Executive Office and Zip Code)
Fastenal Company Stock Option Plan
(Full Title of the Plan)
Daniel L. Florness
Executive Vice-President, Chief Financial Officer and Treasurer
Fastenal Company
2001 Theurer Boulevard
Winona, Minnesota 55987-1500
(Name and Address of Agent for Service)
copy to:
Jennifer Mewaldt
Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered | Amount to be registered |
Proposed maximum offering price per unit |
Proposed maximum aggregate offering price (2) |
Amount of registration fee | ||||
| Common Stock, $.01 par value |
6,954,970 | $38.38 | $266,931,749 | $14,895 | ||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of Common Stock of the Registrant. |
| (2) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) based on the average of the high and low sales prices per share of the Registrant’s Common Stock as reported on the Nasdaq Stock Market on October 20, 2009. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 6,954,970 shares of the Registrant’s Common Stock to be issued pursuant to the Fastenal Company Stock Option Plan, as amended and restated on April 17, 2007 (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the Registration Statement on Form S-8 previously filed with the Commission relating to the Plan (Registration Statement No. 333-134211) is incorporated by reference herein.
PART II
INFORMATION REQUIRED BY GENERAL INSTRUCTION E OF FORM S-8 IN THE REGISTRATION STATEMENT
| ITEM 8. | Exhibits. |
| 4.1 | Restated Articles of Incorporation of the Registrant, as amended to date, are incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005. | |
| 4.2 | Restated Bylaws of the Registrant are incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form 10-K for the year ended December 31, 2008. | |
| 5 | Opinion of counsel regarding legality of securities. | |
| 23.1 | Consent of counsel (included in Exhibit 5). | |
| 23.2 | Consent of independent registered public accounting firm. | |
| 24 | Powers of Attorney (included with the signature pages to this Registration Statement). | |
| 99 | Fastenal Company Stock Option Plan. | |
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 Winona and State of Minnesota, on the 22nd day of October, 2009.
| FASTENAL COMPANY |
| /S/ WILLARD D. OBERTON |
| Willard D. Oberton, Chief Executive Officer |
POWER OF ATTORNEY
Each of the undersigned hereby appoints Willard D. Oberton and Daniel L. Florness, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments and exhibits to this Registration Statement and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons, representing a majority of the Board of Directors, in the capacities and on the dates indicated.
| NAME |
TITLE |
DATE | ||
| /S/ ROBERT A. KIERLIN Robert A. Kierlin |
Chairman of the Board |
October 22, 2009 | ||
| /S/ STEPHEN M. SLAGGIE Stephen M. Slaggie |
Director |
October 22, 2009 | ||
| /S/ MICHAEL M. GOSTOMSKI Michael M. Gostomski |
Director |
October 22, 2009 | ||
| /S/ MICHAEL J. DOLAN Michael J. Dolan |
Director |
October 22, 2009 | ||
2
| /S/ REYNE K. WISECUP Reyne K. Wisecup |
Director |
October 22, 2009 | ||
| /S/ HUGH L. MILLER Hugh L. Miller |
Director |
October 22, 2009 | ||
| /S/ MICHAEL J. ANCIUS Michael J. Ancius |
Director |
October 22, 2009 | ||
| /S/ SCOTT A. SATTERLEE Scott A. Satterlee |
Director |
October 22, 2009 | ||
| /S/ WILLARD D. OBERTON Willard D. Oberton |
Chief Executive Officer (Principal Executive Officer) |
October 22, 2009 | ||
| /S/ DANIEL L. FLORNESS Daniel L. Florness |
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
October 22, 2009 | ||
3
INDEX TO EXHIBITS
| Exhibit. |
||
| 4.1 | Restated Articles of Incorporation of the Registrant, as amended to date (incorporated in the Registration Statement by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005). | |
| 4.2 | Restated By-Laws of Fastenal Company, as amended (incorporated by reference to Exhibit 3.2 to Fastenal Company’s Form 10-K for the year ended December 31, 2008) | |
| 5 | Opinion of counsel regarding legality of securities (electronically filed). | |
| 23.1 | Consent of counsel (included in Exhibit 5). | |
| 23.2 | Consent of independent registered public accounting firm (electronically filed). | |
| 24 | Powers of Attorney (included with signature pages to the Registration Statement). | |
| 99 | Fastenal Company Stock Option Plan (electronically filed). | |