[S-8 POS] Himax Technologies, Inc. SEC Filing

Rhea-AI Filing Summary

Himax Technologies, Inc. filed Post-Effective Amendment No. 4 to its Form S-8 to reflect the amendment and restatement of the Himax Technologies, Inc. 2011 Long-Term Incentive Plan as of August 13, 2025, extending the plan term by five years to September 6, 2030. The amendment was approved by shareholders at the annual general meeting on August 13, 2025, and the filing states that no additional securities are being registered.

The amendment is incorporated by reference into the registration statement alongside Himax’s Form 20-F for the year ended December 31, 2024 (filed April 2, 2025), several 2025 Form 6-K reports, and the Form 8-A description of the ordinary shares. The filing describes Cayman Islands indemnification provisions for officers and directors and notes maintained directors’ and officers’ insurance. The amended plan is listed in the exhibit index as Exhibit 99.1.

Positive

• Plan term extended by five years to September 6, 2030, ensuring continued authority to grant awards under the 2011 Incentive Plan
• Shareholder approval was obtained at the annual general meeting on August 13, 2025
• No additional securities are being registered, indicating no immediate increase in registered share capacity under this filing

Negative

• Indemnification for Securities Act liabilities may be unenforceable under the Securities Act, as noted in the filing

Insights

Corporate Governance Expert

TL;DR: Routine, shareholder-approved five-year extension of the equity plan; governance impact limited and procedural.

The amendment extends the plan term to September 6, 2030 and was approved by shareholders on August 13, 2025. Because the filing explicitly states that no additional securities are being registered, this amendment appears procedural rather than dilutive. The filing reiterates standard Cayman indemnification language and notes directors’ and officers’ insurance, both common for a Cayman-incorporated registrant. Overall, the change preserves the company’s ability to grant awards under the existing plan framework without immediate changes to capitalization.

Compensation Specialist

TL;DR: Extending the plan preserves the mechanism to grant equity awards through 2030; the filing contains no grant-size or share-authorization changes.

The amendment and restatement update the plan term but, per the filing, do not register additional securities, indicating no change to the pool captured by this registration. Shareholder approval was obtained at the August 13, 2025 annual meeting, which satisfies typical governance requirements for equity-plan amendments. Absent additional disclosures about share reserve or award terms in this filing, the practical effect is to maintain the company’s ability to issue awards under existing approved parameters.

As filed with the Securities and Exchange Commission on August 13, 2025

Registration No. 333-176863      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-176863

UNDER
THE SECURITIES ACT OF 1933

___________________________________

HIMAX TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	No. 26, Zilian Road Xinshi District, Tainan City 744092 Taiwan, Republic of China
(Address of principal executive offices, including zip code)

___________________________________

HIMAX TECHNOLOGIES, INC. 2011 LONG-TERM INCENTIVE PLAN

(Amended and Restated as of August 31^st day, 2016,

2^nd Amended and Restated as of August 28^th day, 2019,

3^rd Amended and Restated as of August 16^th day, 2022

and

4^th Amended and Restated as of August 13^rd day, 2025)

(Full title of the plan)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-6680

(Name, address and telephone number, including area code, of agent for service)

___________________________________

Copy to:

James C. Lin, Esq.

Davis Polk & Wardwell LLP

c/o 18^th Floor, The Hong Kong Club Building

3A Chater Road

Hong Kong

(852-2533-3300)

___________________________________

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 ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐

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. ☐

Explanatory Statement

This Post-Effective Amendment No. 4 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on September 16, 2011, File No. 333-176863 (the “Registration Statement”), is being filed by Himax Technologies, Inc. (the “Registrant”), to reflect the amendment and restatement of the Himax Technologies, Inc. 2011 Long-Term Incentive Plan as of August 13^rd day, 2025 (the “2011 Incentive Plan”) to extend the duration of the 2011 Incentive Plan for five years to September 6, 2030. No additional securities are being registered. The amendment and restatement of the 2011 Incentive Plan was approved by the Registrant’s shareholders at its annual general meeting held on August 13, 2025.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission (the “Commission”) by Himax Technologies, Inc. (the “Registrant”) are incorporated herein by reference.

(1)       The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2024 filed on April 2, 2025;

(2)       The Registrant’s reports of foreign private issuer on Form 6-K filed on February 13, April 8, May 8, June 13, August 7 and August 13, 2025; and

(3)       The description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A filed on March 20, 2006, as modified by any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment 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 herein and to be a part hereof from the date of filing of such documents.

Any statement contained 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 other subsequently filed document which also is incorporated or 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. INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Our Third Amended and Restated Articles of Association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such provided that this indemnity does not extend to any matter in respect of any fraud or dishonesty which may attach to any of the said persons.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of alleging breach of duty or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

See the attached Exhibit Index.

ITEM 9. REQUIRED 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; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the 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 Section 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 Section 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 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 Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Taiwan, Republic of China, on August 13, 2025.

	HIMAX TECHNOLOGIES, INC.
	By:	/s/ Jordan Wu
		Name:	Jordan Wu
		Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Jordan Wu	President, Chief Executive Officer and Director	August 13, 2025
Jordan Wu	(Principal Executive Officer)
/s/ Jessica Pan	Chief Financial Officer	August 13, 2025
Jessica Pan	(Principal Financial and Accounting Officer)
/s/ Dr. Biing-Seng Wu	Chairman of the Board	August 13, 2025
Dr. Biing-Seng Wu
/s/ Dr. Yan-Kuin Su	Director	August 13, 2025
Dr. Yan-Kuin Su
/s/ Yuan-Chuan Horng	Director	August 13, 2025
Yuan-Chuan Horng
/s/ Liang-Gee Chen	Director	August 13, 2025
Liang-Gee Chen

Signature of Authorized Representative of the Registrant

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Post-Effective Amendment No. 4 to the Registration Statement in the City of Newark, Delaware, on August 13, 2025.

	Puglisi & Associates
	By:	/s/ Donald J. Puglisi
		Name:	Donald J. Puglisi
		Title:	Managing Director

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
4.1		Third Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 1.1 to the Registrant’s annual report on Form 20-F filed on June 3, 2010).
4.2		Form of Deposit Agreement among the Registrant, JPMorgan Chase Bank, N.A., as depositary, and holders of the American depositary receipts. (incorporated by reference to Exhibit (a) to the Registrant’s Registration Statement on Form F-6 (file no. 333-219169) filed on July 6, 2017.)
5.1		Opinion of Conyers Dill & Pearman, Cayman Islands counsel to the Registrant, regarding the legality of the securities being registered. (incorporated herein by reference to Exhibit 5.1 to the Registrant's report on Form S-8 POS filed on August 16, 2022).
23.1		Consent of KPMG, independent registered public accounting firm (incorporated herein by reference to Exhibit 15.1 to the Registrant’s report on Form 20-F filed on April 2, 2025).
23.2		Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
24.1†		Power of Attorney (included on signature page hereof).
99.1		Himax Technologies, Inc. 2011 Long-Term Incentive Plan (Amended and Restated as of August 31st day, 2016, 2nd Amended and Restated as of August 28th day, 2019, 3rd Amended and Restated as of August 16th day, 2022 and 4th Amended and Restated as of August 13rd day, 2025) (incorporated herein by reference to Exhibit 99.4 to the Registrant’s report of foreign private issuer on Form 6-K filed on June 13, 2025).

___________

† Previously filed.

FAQ

What did Himax (HIMX) file on August 13, 2025?

Himax filed Post-Effective Amendment No. 4 to Form S-8 to reflect the amendment and restatement of its 2011 Long-Term Incentive Plan as of August 13, 2025.

How long was the 2011 Incentive Plan extended for by Himax (HIMX)?

The filing extends the plan term by five years, to September 6, 2030.

Were any new securities registered in this Himax (HIMX) filing?

No. The filing explicitly states that no additional securities are being registered.

Did shareholders approve the amendment to Himax’s (HIMX) incentive plan?

Yes. The amendment and restatement were approved by shareholders at the annual general meeting on August 13, 2025.

What other documents are incorporated by reference into this registration statement?

The filing incorporates Himax’s Form 20-F for the year ended December 31, 2024 (filed April 2, 2025), multiple 2025 Form 6-K reports, and the Form 8-A description of ordinary shares.