As filed with the Securities and Exchange Commission on September 8, 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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NATUZZI S.p.A.
(Exact name of registrant as specified in its charter)
ITALY N/A
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Via Iazzitiello 47
70029 Santeramo, Italy
(Address of Principal Executive Offices) (Zip Code)
Natuzzi S.p.A. Stock Incentive Plan
(Full Title of the Plan)
Gaetano De Cataldo
Natuzzi Americas, Inc.
317 West High Avenue, Suite 610
P.O. Box 2438
High Point, North Carolina 27261
(Name and Address of Agent for Service)
(336) 887-8300
(Telephone Number, Including Area Code, of Agent for Service)
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Copy to:
Arthur H. Kohn
Cleary, Gottlieb, Steen &
Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Per Aggregate Offering Registration
Registered Registered (1) Share Price Fee
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Restricted Stock Units 500,000 $9.40 $4,700,000 $595.49 (2)
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Ordinary Shares Par 2,500,000 $10.37 $25,925,000 $3,284.70 (3)
Value 1 euro
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(1) Together with an indeterminate number of ordinary shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Natuzzi S.p.A. Stock Incentive Plan (the "Plan") as a result of stock splits,
stock dividends or similar adjustments of the outstanding Shares of Natuzzi
S.p.A. (the "Registrant").
(2) Estimated solely for the purposes of calculation of the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act") and based upon the average of the high and low prices of the
Ordinary Shares, as reported by ADSs, reported on the New York Stock Exchange on
September 3, 2004. Each ADS is equal to one share and the average of the high
and low reported price for one ADS was $9.40 on September 3, 2004.
(3) With respect to 2,500,000 shares covered by stock options to be issued under
the Plan, calculated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), based on the price at which such options may
be exercised.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, heretofore filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant and the
Plan with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference and made a
part hereof:
(a) The Registrant's Annual Report on Form 20-F (No. 001-11854) filed
by the Registrant with the Commission, on June 30, 2004 relating to the fiscal
year ended December 31, 2003;
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
registration document referred to in (a) above;
(c) The description of the Shares contained in the Registration
Statement filed under the Exchange Act on Form 8-A dated April 12, 1993, as
amended by the Registration Statement on Form 8-A dated May 12, 1993.
All documents subsequently filed by the Registrant and the Plan
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
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.
For purposes of this Registration Statement, any statement contained
herein or 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
subsequently filed document which also 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant maintains insurance under which its directors and officers are
insured, within the limits and subject to the limitations of the policies,
against certain expenses in connection with the defense of, and certain
liabilities which might be imposed as a result of, actions, suits or proceedings
to which they are parties by reason of infringing or having infringed their
duties as directors or officers, so long as such infringement was not willful.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):
Exhibit No. Document
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4.1 English translation of the by-laws (statuto) of the
Registrant, as amended and restated as of November
21, 2003, filed as Exhibit 1.1 to the Registrant's
Form 20-F filed by the Registrant with the
Commission on June 30, 2004 (File No. 001-11854) and
incorporated herein by reference.
4.2 English translation of the Plan
5.1 Opinion of Giuseppe Catalano, the Registrant's
Internal Legal Counsel, regarding the validity
of the securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Giuseppe Catalano, the Registrant's
Internal Legal Counsel (included in Exhibit 5.1)
Item 9. Undertakings.
(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 the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 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 15(d) of the Exchange
Act that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, 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, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Santeramo, Italy, on September 8, 2004.
NATUZZI S.p.A.
By: /s/ Pasquale Natuzzi
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Name: Pasquale Natuzzi
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.
Signature Title
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/s/ Pasquale Natuzzi Chief Executive Officer, and
---------------------- Chairman of the Board of Directors
Name: Pasquale Natuzzi
On this 8th day of September, 2004
/s/ Giuseppe Desantis General Manager, and
---------------------- Vice Chairman of the Board of
Name: Giuseppe Desantis Directors(Principal Financial
Officer)
On this 8th day of September, 2004
/s/ Giambattista Massaro General Manager of Purchasing, Logistics
-------------------------- and Oversees Operations, and
Name: Giambattista Massaro Director
On this 8th day of September, 2004
/s/ Gianluca Monteleone Marketing and Communications Director,
------------------------ and Director
Name: Gianluca Monteleone
On this 8th day of September, 2004
/s/ Armando Branchini Outside Director
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Name: Armando Branchini
On this 8th day of September, 2004
/s/ Stelio Campanale Outside Director
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Name: Stelio Campanale
On this 8th day of September, 2004
Outside Director
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Name: Pietro Gennaro
On this ___ day of September, 2004
/s/ Guiseppe Russo Corvace Outside Director
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Name: Guiseppe Russo Corvace
On this 8th day of September, 2004
/s/ Cataldo Sferra Outside Director
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Name: Cataldo Sferra
On this 8th day of September, 2004
Authorized Representative in the United States
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/s/ Gaetano De Cataldo
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Name: Gaetano De Cataldo
Title: Executive Vice President / Natuzzi Americas, Inc.
On this 8th day of September, 2004
EXHIBIT INDEX
Exhibit Description Method of Filing
Number
4.1 English translation of the by-laws (statuto) of the Filed as Exhibit 1.1 to
Registrant, as amended and restated as of November 21, the Registrant's Form
2003 20-F filed by the
Registrant with the
Commission on June 30,
2004 (File No. 001-11854)
and incorporated herein by
reference
4.2 English translation of the Plan Filed herewith
5.1 Opinion of Giuseppe Catalano, the Registrant's Internal Filed herewith
Legal Counsel, regarding the validity of the securities
being registered
23.1 Consent of KPMG S.p.A. Filed herewith
23.2 Consent of Giuseppe Catalano, the Registrant's Internal Filed herewith
Legal Counsel (included in Exhibit 5.1)