As filed with the Securities and Exchange Commission on December 23, 2009

     Registration No. 333-          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Lawson Products, Inc.

Delaware (State or Other Jurisdiction of Incorporation or Organization)		36-2229304 (I.R.S. Employer Identification No.)
1666 East Touhy Avenue, Des Plaines, Illinois (Address of Principal Executive Offices)		60018 (Zip Code)

Lawson Products, Inc.
2009 Equity Compensation Plan
(Full Title of the Plan)

Neil E. Jenkins
Executive Vice President, Secretary and General Counsel
Lawson Products, Inc.
1666 East Touhy Avenue
Des Plaines, Illinois 60018
Telephone: (847) 827-9666
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Thomas A. Monson
Jenner & Block LLP
353 North Clark Street
Chicago, IL 60654-3456
(312) 840-8611

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.

CALCULATION OF REGISTRATION FEE

Proposed maximum

Proposed maximum

Title of securities

Amount to be

offering price

aggregate offering

Amount of

to be registered

registered(1)

per share(2)

price(2)

registration fee

Common Stock, par value $1.00 per share

500,000

$

16.31

$

8,155,000

$

581.45

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement, with the exception of any documents or portion of such documents deemed furnished but not filed pursuant to the Exchange Act:

	•		The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, initially filed with the Commission on March 12, 2009, and amended on Form 10-K/A on April 29, 2009, which contains audited financial statements for the most recent fiscal year for which the statements have been filed;
	•		The Registrant’s Quarterly Reports on Form 10-Q filed with the Commission on April 30, 2009, July 30, 2009 and October 28, 2009;
	•		The Registrant’s Current Reports on Form 8-K filed with the Commission on February 19, 2009, April 1, 2009, August 3, 2009, August 25, 2009, October 8, 2009, October 16, 2009, October 21, 2009, November 13, 2009 and December 10, 2009; and
	•		The description of the Registrant’s Common Stock, $1.00 par value per share, contained in the Registrant’s Form 8-B filed with the Commission on October 15, 1987.

     In addition to the foregoing, all reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement, but, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities offered then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents.

     Any statement, including financial statements, contained in a report or 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 other 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.

     Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as may be amended from time to time (the “DGCL”), provides that a Delaware corporation may indemnify any of its directors or officers who was or is a party, or is threatened to be made a party, to any third party proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe that such person’s conduct was unlawful. In a derivative action, (i.e., one by or in the right of a corporation) the corporation is permitted to indemnify directors and officers against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with the defense or settlement of an action or suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors or officers are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

     Pursuant to the DGCL, if a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, such person must be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     Any indemnification under Section 145 shall be made by the corporation only if it has been determined that the person has met the applicable standard of conduct. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

     Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding may be paid or reimbursed by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

     Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by him or her in any such capacity, arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

     The Registrant’s certificate of incorporation authorizes the board of directors to provide indemnification and insurance to the full extent not inconsistent with Delaware or other law. In addition, as permitted by the DGCL, the Registrant’s certificate of incorporation provides that none of its directors will be personally liable to it or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.

     The Registrant’s amended and restated by-laws provide that the Registrant shall indemnify all of its respective current and former directors and current or former officers to the fullest extent permitted by the DGCL.

     The Registrant maintains indemnification agreements with its directors and officers to indemnify them against liabilities which may arise by reason of their status or service as a director or officer. The Registrant also maintains director and officer liability insurance.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See Index to Exhibits.

Item 9. Undertakings.

A. The 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 this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this 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 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; and

     (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 the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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 this 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; and

     (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. 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 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 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 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 Des Plaines, State of Illinois on this December 23, 2009.

POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes Thomas J. Neri and Neil E. Jenkins, and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

     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 indicated.

Signature		Title		Date
/s/ thomas j. neri   Thomas J. Neri		President and Chief Executive Officer, Director		December 23, 2009
/s/ ron knutson   Ron Knutson		Senior Vice President and Chief Financial Officer		December 23, 2009
/s/ andrew b. albert   Andrew B. Albert		Director		December 23, 2009
/s/ i. steven edelson   I. Steven Edelson		Director		December 23, 2009
/s/ james s. errant   James S. Errant		Director		December 23, 2009
/s/ lee s. hillman   Lee S. Hillman		Director		December 23, 2009
/s/ ronald b. port, m.d.   Ronald B. Port, M.D.		Chairman of the Board		December 23, 2009
/s/ thomas s. postek   Thomas S. Postek		Director		December 23, 2009
/s/ robert g. rettig   Robert G. Rettig		Director		December 23, 2009
/s/ wilma j. smlecer   Wilma J. Smlecer		Director		December 23, 2009

EXHIBIT INDEX

Exhibit No.
	4.1			Specimen Common Stock Certificate*
	5.1			Opinion of Jenner & Block LLP*
	23.1			Consent of Jenner & Block LLP (included in Exhibit 5.1 hereto)
	23.2			Consent of Ernst & Young LLP*
	24.1			Power of Attorney (included on signature page to this Registration Statement)
	99.1			Lawson Products, Inc. 2009 Equity Compensation Plan (incorporated by reference to Appendix A to the Proxy Statement for the 2009 Annual Meeting of Stockholders filed November 4, 2009)

Exhibit 4.1

COMMON STOCK		COMMON STOCK

LAWSON PRODUCTS, INC.
Incorporated Under the Laws of the State of Delaware

Certificate Number		Shares

THIS CERTIFIES THAT

is the owner of

PAID AND NON-ASSESSABLE COMMON SHARES OF

Lawson Products, Inc., transferable on the books of the Corporation in person, or by duly authorized attorney, on surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all provisions of the Articles of Incorporation of the Corporation and the By-Laws of the Corporation and of all amendments thereof, to all of which the holder by the acceptance hereby assents. This certificate is not valid unless countersigned by the Transfer Agent.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

				DATED ‹‹Month, Day, Year››
				COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR
Chairman of the Board of Directors
Secretary				By
						AUTHORIZED SIGNATURE

SECURITY INSTRUCTIONS ON REVERSE

[Reverse of Certificate]

LAWSON PRODUCTS, INC.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were in full according to applicable laws or regulations:

TEN COM		- as tenants in common		UNIF GIFT MIN ACT		__________ Custodian __________
						(Cust)		(Minor)
TEN ENT		- as tenants by the entireties				under Uniform Gifts to Minors Act _______
										(State)
JT TEN		- as joint tenants with right of survivorship and not as tenants in common		UNIF TRF MIN ACT		__________ Custodian __________
						(Cust)		(Minor)
						under Uniform Transfers to Minors Act _______
										(State)

Additional abbreviations may also be used though not in the above list.

For value received, __________________________ hereby sell, assign and transfer unto ___________________________________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________________________

 

 

________________________________________________ Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ____________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

				Signature(s) Guaranteed: Medallion Guarantee Stamp
Dated: ____________ 20 ______ Signature: __________________ Signature: __________________				THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15.
Notice:		The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

Exhibit 5.1

December 23, 2009

Lawson Products, Inc.
1666 East Touhy Avenue
Des Plaines, Illinois 60018

Attn:		Neil E. Jenkins, Executive Vice President, Secretary & General Counsel

Re: Lawson Products, Inc. 2009 Equity Compensation Plan (as amended, the “2009 Equity Plan”)

Ladies and Gentlemen:

We have acted as counsel to Lawson Products, Inc. (the “Company”) and are familiar with the Registration Statement on Form S-8 (the “Registration Statement”) being filed under the Securities Act of 1933, as amended (the “Act”), on or about the date of this letter to register 500,000 shares of common stock, par value $1.00 per share (the “Shares”), of the Company which may from time to time be offered and sold by the Company in connection with the 2009 Equity Plan.

We are familiar with the Registration Statement and the exhibits thereto. We have also examined originals or copies, certified or otherwise, of such other documents, evidence of corporate action and instruments as we have deemed necessary or advisable for the purpose of rendering this opinion, including (i) the corporate and organizational documents of the Company, including the certificate of incorporation of the Company and (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance and sale of the Shares.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon (i) statements and representations of officers and other representatives of the Company and others, (ii) information contained in a certificate obtained from the Secretary of State of the State of Delaware and (iii) factual information we have obtained from such other sources as we have deemed reasonable.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that, when the Registration Statement, including any amendments thereto, shall have become effective under the Act, the Shares, when issued pursuant to and in accordance with the 2009 Equity Plan and any applicable award agreement, will be legally issued, fully paid and non-assessable.

Our opinion expressed above is subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) the implied covenant of good faith and fair dealing and (iv) public policy.

Our opinion expressed above is subject to the additional qualification that we express no opinion as to the applicability of, compliance with or effect of any laws except the General Corporation Law of the State of Delaware.

Our advice on any legal issue addressed in this letter represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case, and this letter is not intended to guarantee the outcome of any legal dispute which may arise in the future.

We hereby consent to the use of our name in the Registration Statement and to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement on Form S-8. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Shares. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws identified above be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_________ of Lawson Products, Inc.) of our reports dated March 11, 2009, with respect to the consolidated financial statements and schedule of Lawson Products, Inc., and the effectiveness of internal control over financial reporting of Lawson Products, Inc., included in the Annual Report (Form 10-K) for the year ended December 31, 2008.

December 23, 2009