Form S8 2014-03-12


As filed with the Securities and Exchange Commission on March 12, 2014
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under the Securities Act of 1933

UNIVERSAL ELECTRONICS INC.
(Exact name of registrant as specified in its charter)
 Delaware
 
33-0204817
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, California 92707
(Address of principal executive offices, including zip code)

UNIVERSAL ELECTRONICS INC. 2003 STOCK INCENTIVE PLAN
UNIVERSAL ELECTRONICS INC. COMPENSATION PLAN
FOR OUTSIDE MEMBERS OF THE BOARD OF DIRECTORS (2001)
UNIVERSAL ELECTRONICS INC. 2004 DIRECTORS COMPENSATION PLAN
(Full title of the plans)
Richard A. Firehammer, Jr.
Senior Vice President, General Counsel and Secretary
Universal Electronics Inc.
201 E. Sandpointe Avenue, 8th Floor
Santa Ana, California 92707
(714) 918-9500
(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
¨
Accelerated filer
ý
 
 
 
 
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
CALCULATION OF REGISTRATION FEE
Title of Securities
to be registered
 
Amount
to be registered
 
Proposed Maximum
Offering Price
per share (1)

 
Proposed Maximum
Aggregate Offering
Price (1)

 
Amount of
registration
fee
Common Stock, $0.01 par value
 
54,134 shares
 
$43.065
 
$2,331,280.71
 
$300.27
(1) 
Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the common stock of the registrant as quoted on The Nasdaq Global Select Stock Market on March 7, 2014.





TABLE OF CONTENTS
 
EXPLANATORY NOTE
1

PART II
1

SIGNATURES
2

EXHIBIT INDEX
3






EXPLANATORY NOTE


This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on this form relating to the same employee benefit plans is effective. Consequently, pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed by Universal Electronics Inc. (the "Company") with the Securities and Exchange Commission regarding the (i) Universal Electronics Inc. 2003 Stock Incentive Plan, (ii) Universal Electronics Inc. Compensation Plan For Outside Members Of The Board Of Directors (2001) and (iii) Universal Electronics Inc. 2004 Directors Compensation Plan (the "Plans") on July 30, 2004, Registration No. 333-117782, are incorporated by reference into this Registration Statement and made a part hereof.

PART II
Item 8. Exhibits
See the Exhibit Index at Page E-1 of this Registration Statement.




1



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 Santa Ana, State of California, this 12th day of March, 2014.
UNIVERSAL ELECTRONICS INC.
 
 
By:
 
/s/ Paul D. Arling
 
 
Paul D. Arling
 
 
Chairman and Chief Executive Officer
 
 
 
Date:
 
March 12, 2014

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on March 12, 2014.
 
 
 
 
 
NAME & TITLE
 
SIGNATURE
 
DATE
 
 
 
 
Paul D. Arling
Chairman and Chief Executive Officer
(principal executive officer)
 
/s/ Paul D. Arling
 
March 12, 2014
 
 
 
 
Bryan M. Hackworth
Chief Financial Officer
(principal financial officer and principal accounting officer)
 
/s/ Bryan M. Hackworth
 
March 12, 2014
 
 
 
 
Satjiv S. Chahil
Director
 
/s/ Satjiv S. Chahil
 
March 12, 2014
 
 
 
 
William C. Mulligan
Director
 
/s/ William C. Mulligan
 
March 12, 2014
 
 
 
 
J. C. Sparkman
Director
 
/s/ J.C. Sparkman
 
March 12, 2014
 
 
 
 
Gregory P. Stapleton
Director
 
/s/ Gregory P. Stapleton
 
March 12, 2014
 
 
 
 
Carl E. Vogel
Director
 
/s/ Carl E. Vogel
 
March 12, 2014
 
 
 
 
Edward K. Zinser
Director
 
/s/ Edward K. Zinser
 
March 12, 2014



2



UNIVERSAL ELECTRONICS INC.
EXHIBIT INDEX

Exhibit Number
 
Description
5
 
Opinion of Brouse McDowell regarding the validity of the securities being registered (filed herewith)
23.1
 
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
23.2
 
Consent of Brouse McDowell (included in Exhibit 5)




3