UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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(Exact name of registrant as specified in its charter)

 

(Full title of the plan)

 

Indicate by check mark whether the restraint 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.

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.  ☐

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PART II - INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

 

This Registration Statement has been filed to register additional shares of the Registrant's common stock made available under the Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan by reason of an amendment thereto approved by the shareholders of the Registrant. Pursuant to General Instruction E to Form S-8, the contents of the Registrant's earlier Registration Statements on Form S-8 (Registration Nos. 333-4300, 333-31002, 333-103219, 333-140715, 333-199906 and 333-249611) effective April 29, 1996, February 24, 2000, February 14, 2003, February 14, 2007, November 6, 2014 and October 22, 2020 are incorporated by reference and made a part hereof.

 

 

 

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 Milwaukee, State of Wisconsin, on February 13, 2024.

 

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Rolando J. Guillot and Dennis Bowe, and each of them individually, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and 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 the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact and agent or his or her substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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Exhibit 5.1

REINHART BOERNER VAN DEUREN s.c.

1000 North Water Street

Milwaukee, WI 53202

February 13, 2024

STRATTEC SECURITY CORPORATION

3333 West Good Hope Road

Milwaukee, WI 53209

We are providing this opinion in connection with the Registration Statement of STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “Company”), on Form S-8 (the “Registration Statement”), filed under the Securities Act of 1933, as amended (the “Act”), with respect to the proposed sale by the Company of up to an additional 250,000 shares of Company common stock, $0.01 par value per share (the “Shares”), pursuant to the provisions of the Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan (the “Plan”).

We have examined (1) the Registration Statement; (2) the Company's Amended and Restated Articles of Incorporation and By-Laws, in each case as amended to date; (3) the Plan, as amended to date; (4) the corporate proceedings relating to the adoption of the Plan, the issuance of the Shares and the organization of the Company; and (5) such other documents and records as we have deemed necessary in order to render this opinion.  In rendering this opinion, we have relied as to certain factual matters on certificates of officers of the Company and of state officials.

Based upon the foregoing, it is our opinion that the Shares, when issued as and for the consideration contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an Exhibit to the Registration Statement.  In giving this consent, we do not admit that we are “experts” within the meaning of section 11 of the Act, or that we come within the category of persons whose consent is required by section 7 of the Act.

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated September 7, 2023 relating to the financial statements of STRATTEC SECURITY CORPORATION and the effectiveness of STRATTEC SECURITY CORPORATION’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of STRATTEC SECURITY CORPORATION for the year ended July 2, 2023.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

February 13, 2024

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of STRATTEC SECURITY CORPORATION on Form S-8 of our report dated September 8, 2022 on the consolidated balance sheet of STRATTEC SECURITY CORPORATION as of July 3, 2022 and the consolidated statements of income and comprehensive income, shareholders' equity and cash flows for the year ended.

/s/ CROWE LLP

Oak Brook, Illinois

February 13, 2024

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Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

STRATTEC SECURITY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

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