Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments

As filed with the Securities and Exchange Commission on September 26, 2024

Registration No. 333-42849

Registration No. 333-191668

Registration No. 333-234157

==================================================================================

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-42849

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-191668

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-234157

UNDER

THE SECURITIES ACT OF 1933

____________________________________________

WORTHINGTON ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)


Ohio		31-1189815
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Co.)

200 West Old Wilson Bridge Road, Columbus, Ohio 43085

(Address of Principal Executive Offices) (Zip Code)

Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan

and

Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan

(Full title of the plans)

Patrick J. Kennedy, Esq.

Vice President, General Counsel and Secretary

Worthington Enterprises, Inc.

200 West Old Wilson Bridge Road

Columbus, Ohio 43085

(614) 438-3210

(Name, address and telephone number, including area code, of agent for service)

With a copy to:

Chadwick P. Reynolds, Esq.

Vorys, Sater, Seymour and Pease LLP

52 East Gay Street

Columbus, Ohio 43215

(614) 464-6340

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

Worthington Enterprises, Inc., formerly known as Worthington Industries, Inc., an Ohio corporation (the “Registrant”), filed registration statements on Form S-8 on (i) December 19, 1997 (Registration No. 333-42849), (ii) October 10, 2013 (Registration No. 333-191668) and (iii) October 10, 2019 (Registration No. 333-234157) (collectively, the “Prior Registration Statements”) to register, in the aggregate, 8,000,000 common shares, without par value, of the Registrant (the “Common Shares”) for offer or sale pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan, as amended (the “1997 LTIP”). Requisite registration fees were paid at the time of filing of the Prior Registration Statements.

The Registrant has since adopted the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan (the “Plan”), and the Registrant’s shareholders approved the Plan at the Registrant’s annual meeting of shareholders on September 24, 2024. Effective on September 24, 2024, the Registrant will not issue any new awards under the 1997 LTIP.

The Plan provides for, among other things, the issuance of the number of Common Shares subject to awards outstanding under the 1997 LTIP and the Worthington Industries, Inc. 2010 Stock Option Plan, as amended, as of September 24, 2024, that cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable Common Shares) (the “Carryover Shares”). The Registrant believes that the potential number of Carryover Shares from the 1997 LTIP will not exceed 1.0 million Common Shares.

Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the Registrant disclose a material change in the plan of distribution as it was disclosed in the Prior Registration Statements, the Registrant is filing these Post-Effective Amendments to the Prior Registration Statements to reflect that the Carryover Shares from the 1997 LTIP previously available for issuance under the Prior Registration Statements will no longer be issued under the 1997 LTIP and may instead become authorized for issuance under the Plan.

In addition, these Post-Effective Amendments are filed to withdraw from registration all Common Shares registered under the Prior Registration Statements that remain unissued under the 1997 LTIP other than Common Shares issuable upon the exercise or settlement of awards outstanding under the 1997 LTIP.

These Post-Effective Amendments to the Prior Registration Statements shall become effective upon filing with the Securities and Exchange Commission (“SEC”) pursuant to Rule 464 under the Securities Act of 1933, as amended. In accordance with SEC Compliance and Disclosure Interpretation 126.43, no new filing fee is due with respect to these Post-Effective Amendments.

INDEX TO EXHIBITS


Exhibit No.	Description of Exhibit	Location
5.1	Opinion of Vorys, Sater, Seymour and Pease LLP (as to the validity of the securities registered hereunder)	Filed herewith
5.2	Opinion of Dale T. Brinkman (as to the validity of the securities then registered)	Incorporated herein by referenced to Exhibit 5 to the Registrant’s Form S-8 Registration Statement filed on December 19, 1997
5.3	Opinion of Dale T. Brinkman (as to the validity of the securities then registered)	Incorporated herein by referenced to Exhibit 5.1 to the Registrant’s Form S-8 Registration Statement filed on October 10, 2013
5.4	Opinion of Dale T. Brinkman (as to the validity of the securities then registered)	Incorporated herein by referenced to Exhibit 5.1 to the Registrant’s Form S-8 Registration Statement filed on October 10, 2019
23.2	Consent of Vorys, Sater, Seymour and Pease LLP	Included in Exhibit 5.1 hereto
24.1	Powers of Attorney	Filed herewith
[Remainder of page intentionally left blank. Signature pages follow.]

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 of these Post-Effective Amendments to the Registration Statements on Form S‑8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on September 26, 2024.


	WORTHINGTON ENTERPRISES, INC.

	By: /s/ B. Andrew Rose
	B. Andrew Rose President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration Statements on Form S-8 have been signed by the following persons in the capacities indicated on September 26, 2024.


Signature		Title
/s/ B. Andrew Rose		President and Chief Executive Officer (Principal Executive Officer) and a Director
B. Andrew Rose
/s/ Joseph B. Hayek		Executive Vice President and Chief Financial and Operations Officer (Principal Financial Officer)
Joseph B. Hayek
/s/ Kevin J. Chan		Vice President – Corporate Controller (Principal Accounting Officer)
Kevin J. Chan
/s/ John B. Blystone*		Chairman of the Board and a Director
John B. Blystone		Chairman of the Board and a Director
/s/ Kerri B. Anderson*		Director
Kerri B. Anderson		Director
/s/ David P. Blom*		Director
David P. Blom		Director
/s/ Mark C. Davis*		Director
Mark C. Davis		Director
/s/ Michael J. Endres*		Director
Michael J. Endres		Director
/s/ Paul G. Heller*		Director
Paul G. Heller		Director
/s/ Ozey K. Horton, Jr.*		Director
Ozey K. Horton, Jr.		Director
/s/ John H. McConnell II*		Director
John H. McConnell II		Director
/s/ Billy R. Vickers*		Director
Billy R. Vickers		Director
/s/ Virgil L. Winland*		Director
Virgil L. Winland		Director

* The above-named directors of the Registrant sign these Post-Effective Amendments to the Registration Statements on Form S-8 by Patrick J. Kennedy, their attorney-in-fact, pursuant to the Powers of Attorney signed by the above-named directors, which Powers of Attorney are filed as Exhibit 24.1 hereto.

    Exhibit 5.1

   

    52 East Gay Street
P.O. Box 1008
Columbus, Ohio 43216-1008
 
614.464.6400 | vorys.com
 
Founded 1909

September 26, 2024

Worthington Enterprises, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Re: Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan, as amended, and Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan

Ladies and Gentlemen:

We have acted as counsel to Worthington Enterprises, Inc., an Ohio corporation (the “Company”), in connection with the Company’s Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-42849, Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-191668 and Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-234157 (the “Post-Effective Amendments”) to be filed with the Securities and Exchange Commission (the “SEC”) under the provisions of the Securities Act of 1933, as amended (the “Act”), on the date hereof. The Post-Effective Amendments provide for the registration of the common shares, without par value, of the Company (the “Common Shares”), that are subject to awards currently outstanding under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan, as amended (the “1997 LTIP”), that cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable Common Shares) (the “Carryover Shares”). The Carryover Share represent a portion of the Common Shares previously registered in connection with the 1997 LTIP pursuant to the following “Prior Registration Statements”:

Registration Statement on Form S-8 (File No. 333-42849) filed on December 19, 1997, with respect to 4,500,000 Common Shares;

Registration Statement on Form S-8 (File No. 333-191668) filed on October 10, 2013, with respect to 2,000,000 Common Shares; and

Registration Statement on Form S-8 (File No. 333-234157) filed on October 10, 2019, with respect to 1,500,000 Common Shares.

Pursuant to the terms of the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan (the “Plan”), the Carryover Shares become issuable under the Plan.

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In connection with rendering this opinion, we have examined, to the extent deemed necessary, originals or copies, the authenticity of which has been established to our satisfaction, of: (a) the Post-Effective Amendments; (b) the Prior Registration Statements; (c) the 1997 LTIP; (d) the Plan; (e) the Company’s Amended Articles of Incorporation, as currently in effect (the “Company’s Articles”); (f) the Company’s Code of Regulations, as currently in effect (the “Company’s Regulations”); and (g) certain corporate records of the Company, including resolutions adopted by the directors of the Company and the resolution approved by the shareholders of the Company. We have also relied upon such oral or written statements and representations of the officers of the Company and examined such certificates of public officials and authorities of law as we have deemed relevant as a basis for the opinion expressed herein.

In our examination of the aforesaid records, documents and certificates, we have assumed, without independent investigation, the authenticity of all records, documents and certificates examined by us, the correctness of the information contained in all records, documents and certificates examined by us, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents and certificates, the authority of all individuals entering and maintaining records, and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents or certificates. In rendering the opinion below, we have further assumed that each award under the Plan will be approved by the Board of Directors of the Company (or a duly authorized committee thereof) and that the agreement that accompanies each award under the Plan will be consistent with the terms of the Plan and will not expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of any of the participants thereunder.

We have relied solely upon the examinations and inquiries recited herein, and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn.

As used herein, the phrase “validly issued” means that the particular action has been authorized by all necessary corporate action of the Company and that the Company has the corporate authority to take such action under Chapter 1701 of the Ohio Revised Code (also known as the Ohio General Corporation Law), and the Company’s Articles and the Company’s Regulations.

Based upon and subject to the foregoing and subject to the qualifications and limitations set forth herein, as of the date hereof, we are of the opinion that the Carryover Shares registered under the Act pursuant to the Prior Registration Statements, as amended by the Post-Effective Amendments, and that may be issuable under the Plan, when issued, delivered and paid for, as appropriate, in accordance with, and for the consideration, if any, prescribed in, the Plan and in any award agreements entered into by participants in the Plan with the Company as contemplated by the Plan, will be validly issued, fully paid and non-assessable, assuming compliance with applicable securities laws.

Members of our firm are admitted to the Bar in the State of Ohio and we express no opinion as to the laws of any jurisdiction other than the laws of the State of Ohio, including the applicable provisions of the Ohio Constitution and the reported judicial decisions interpreting those laws.

This opinion is based upon the laws and legal interpretations in effect, and the facts and circumstances existing, on the date hereof, and we assume no obligation to revise or supplement this opinion should any such law or legal interpretation be changed by legislative action, judicial interpretation or otherwise or should there be any change in such facts or circumstances.

      Ohio   |  Washington, D.C.   |   Texas  |   Pennsylvania   |  California   |   London  |   Berlin

     

This opinion is furnished by us solely for the benefit of the Company in connection with the offering of the Carryover Shares covered by the Prior Registration Statements, as amended by the Post-Effective Amendments, pursuant to the Plan and the filing of the Post-Effective Amendments and any amendments thereto.

Notwithstanding the foregoing, we consent to the filing of this opinion with the SEC as an exhibit to the Post-Effective Amendments and to the reference to us therein. By giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

Except in connection with the Post-Effective Amendments as aforesaid, no portion of this opinion may be quoted or otherwise used by any person without our prior written consent.

Sincerely,

/s/ Vorys, Sater, Seymour and Pease LLP

Vorys, Sater, Seymour and Pease LLP

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Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints B. Andrew Rose, Joseph B. Hayek and Patrick D. Kennedy, and each of them, any of whom may act without the joinder of the others, as the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, to do any and all acts and things and to execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable Worthington Enterprises, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of one or more registration statements on Form S-8 under the Securities Act of 1933, as amended, including, specifically, but without limitation, power and authority to sign the name of the undersigned to any such registration statement, and any amendments to any such registration statement (including post-effective amendments), 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, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand on September 24, 2024.