As filed with the Securities and Exchange Commission on June 15, 2010

Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HILLENBRAND, INC.

(Exact name of registrant as specified in its charter)

Indiana (State or other jurisdiction of incorporation or organization)		26-1342272 (I.R.S. Employer Identification No.)
One Batesville Boulevard
Batesville, Indiana		47006
(Address of Principal Executive Offices)		(Zip Code)

HILLENBRAND, INC. STOCK INCENTIVE PLAN (AS OF FEBRUARY 24, 2010)
(Full title of the plan)

John R. Zerkle
Senior Vice President, General Counsel and Secretary
Hillenbrand, Inc.
One Batesville Boulevard
Batesville, Indiana 47006
(Name and address of agent for service)

(812) 931-3832
(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 þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class

Proposed Maximum

Proposed Maximum

Amount of

of Securities

Amount to be

Offering Price

Aggregate Offering

Registration

to be Registered

Registered (1)

Per Share (2)

Price

Fee

Common Stock, without par value

4,000,000 shares

$

22.075

$

88,300,000

$

6,295.79

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering 4,000,000 additional shares of common stock, without par value, of Hillenbrand, Inc. (the “Company”), the same class of stock for which Registration Statement No. 333-149893 was filed on Form S-8 on March 25, 2008 relating to the Company’s Stock Incentive Plan. The contents of such earlier Registration Statement are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:

Exhibit
Number				Description
	5.1			Validity Opinion of Mark B. Barnes, Esquire
	23.1			Consent of Mark B. Barnes, Esquire (included in Exhibit 5.1)
	23.2			Consent of PricewaterhouseCoopers LLP
	23.3			Consent of Grant Thornton LLP
	24.1			Powers of Attorney (set forth on the signature pages hereto)
	99.1			Hillenbrand, Inc. Stock Incentive Plan (As of February 24, 2010) (incorporated by reference to Appendix A to the registrant’s definitive Proxy Statement on Schedule 14A filed on January 5, 2010).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Batesville, State of Indiana, on the 15^th day of June, 2010.

POWER OF ATTORNEY

KNOW ALL PRSONS BY THESE PRESENTS, that the individuals whose signatures appear below hereby constitute and appoint John R. Zerkle, Cynthia L. Lucchese and Theodore S. Haddad, Jr., and each of them, his or her true and lawful attorney-in-fact and agents, with full and several power of substitution and resubstitution, 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 the same, with all exhibits thereto, and all 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 perform each and every act and thing requisite and necessary to be done 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-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on June 15, 2010.

Signature		Title
/s/ Kenneth A. Camp   Kenneth A. Camp		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Cynthia L. Lucchese   Cynthia L. Lucchese		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Theodore S. Haddad, Jr.   Theodore S. Haddad, Jr.		Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
/s/ Ray J. Hillenbrand   Ray J. Hillenbrand		Chairman of the Board of Directors
/s/ William J. Cernugel   William J. Cernugel		Director
/s/ Edward B. Cloues, II   Edward B. Cloues, II		Director
/s/ Mark C. DeLuzio   Mark C. DeLuzio		Director
/s/ James A. Henderson   James A. Henderson		Director
/s/ W August Hillenbrand   W August Hillenbrand		Director
/s/ Thomas H. Johnson   Thomas H. Johnson		Director
/s/ F. Joseph Loughrey   F. Joseph Loughrey		Director
/s/ Neil S. Novich   Neil S. Novich		Director
/s/ Eduardo R. Menascé   Eduardo R. Menascé		Director
/s/ Stuart A. Taylor, II   Stuart A. Taylor, II		Director

INDEX TO EXHIBITS

Exhibit
Number				Description
	5.1			Validity Opinion of Mark B. Barnes, Esquire
	23.1			Consent of Mark B. Barnes, Esquire (included in Exhibit 5.1)
	23.2			Consent of PricewaterhouseCoopers LLP
	23.3			Consent of Grant Thornton LLP
	24.1			Powers of Attorney (set forth on the signature pages hereto)
	99.1			Hillenbrand, Inc. Stock Incentive Plan (As of February 24, 2010) (incorporated by reference to Appendix A to the registrant’s definitive Proxy Statement on Schedule 14A filed on January 5, 2010).