Form S-8 BENCHMARK ELECTRONICS

As filed with the Securities and Exchange Commission on June 8, 2026
 

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Benchmark Electronics, Inc.

(Exact name of registrant as specified in its charter)

Benchmark Electronics, Inc. 2019 Omnibus Incentive Compensation Plan

(Full title of the plan)

Stephen J. Beaver

Senior Vice President, General Counsel & Chief Legal Officer

56 South Rockford Drive

Tempe, Arizona 85288
(623) 300-7000

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

With a copy to:

David A. Moezidis

Kevin Zen

Snell & Wilmer L.L.P.

One East Washington Street

Suite 2700

Phoenix, Arizona 85004

(602) 382-6000
 

Indicate by check mark whether the registrant 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. ☐

EXPLANATORY NOTE

This registration statement (this “Registration Statement”) is being filed solely for the registration of 1,800,000 additional shares of common stock, $0.10 par value per share (the “Shares”), of Benchmark Electronics, Inc., a Texas corporation (the “Company”), for issuance pursuant to the Benchmark Electronics, Inc. 2019 Omnibus Incentive Compensation Plan (as amended, the “Plan”). Accordingly, pursuant to General Instruction E to Form S-8, the contents of the Company’s prior registration statements relating to the Plan (Registration Statement on Form S-8 (No. 333-231524) filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2019 and Registration Statement on Form S-8 (No. 333-265305) filed with the Commission on May 31, 2022) (collectively, the “Prior Registration Statements”), including all attachments and exhibits thereto, are hereby incorporated by reference in this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth in this Registration Statement. Any items in the Prior Registration Statements not expressly changed hereby shall be as set forth in the Prior Registration Statements.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by the Company with the Commission and are hereby incorporated by reference in this registration statement:

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 5. Interests of Named Experts and Counsel.

Victor Harris, Vice President, Deputy General Counsel of the Company, is providing an opinion on the legality of the Shares being registered hereby. Mr. Harris is eligible to participate in the Plan on the same basis as other eligible employees, pursuant to which he owns or has options or other rights, as applicable, to acquire an aggregate of less than 1% of the Company’s outstanding common stock.