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As filed with the Securities and Exchange Commission on January 22, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in charter)
OREGON 93-0557988
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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12005 N. BURGARD, PORTLAND, OREGON 97203
(503) 285-1400
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
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NORTHWEST PIPE COMPANY
1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
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WILLIAM R. TAGMYER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NORTHWEST PIPE COMPANY
12005 N. BURGARD, PORTLAND, OREGON 97203
(503) 285-1400
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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with copies to:
GREGORY E. STRUXNESS, ESQ.
ATER WYNNE HEWITT DODSON & SKERRITT, LLP
222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
(503) 226-1191
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered Price per Share (1) Aggregate Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 100,000 shares $18.75 $1,875,000 $568.18
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement:
(a) Annual Report on Form 10-K of Northwest Pipe Company (the
"Company") for the year ended December 31, 1995 filed with the Securities and
Exchange Commission (the "SEC") on April 1, 1996.
(b) Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 1996, filed with the SEC on May 3, 1996, Current Report
on Form 8-K of the Company filed with the SEC on June 14, 1996, Quarterly Report
on Form 10-Q of the Company for the quarter ended June 30, 1996 filed with the
SEC on August 13, 1996, Amendment to Current Report on Form 8-K/A of the Company
filed with the SEC on August 13, 1996 and Quarterly Report on Form 10-Q of the
Company for the quarter ended September 30, 1996 filed with the SEC on October
30, 1996.
(c) Registration Statement on Form 8-A of the Company filed
with the SEC on November 2, 1995.
(d) All documents filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or which deregisters all securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and indemnification
provisions contained therein. Pursuant to Section 60.047(2)(d) of the OBCA,
Article IV of the Company's Restated Articles of Incorporation (the "Articles")
eliminates the liability of the Company's directors to the Company or its
shareholders, except for any liability related to breach of the duty of loyalty,
actions not in good faith and certain other
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liabilities. The Articles require the Company to indemnify its directors and
officers to the fullest extent not prohibited by law.
Section 60.387, et seq., of the OBCA allows corporations to indemnify
their directors and officers against liability where the director or officer has
acted in good faith and with a reasonable belief that actions taken were in the
best interests of the corporation or at least not adverse to the corporation's
best interests and, if in a criminal proceeding, the individual had no
reasonable cause to believe the conduct in question was unlawful. Under the
OBCA, corporations may not indemnify against liability in connection with a
claim by or in the right of the corporation in which the director or officer was
adjudged liable to the corporation, but may indemnify against the reasonable
expenses associated with such claims. Corporations may not indemnify against
breaches of the duty of loyalty. The OBCA mandates indemnification against all
reasonable expenses incurred in the successful defense of any claim made or
threatened whether or not such claim was by or in the right of the corporation.
Finally, a court may order indemnification if it determines that the director or
officer is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances whether or not the director or officer met the good faith
and reasonable belief standards of conduct set out in the statute.
The OBCA also provides that the statutory indemnification provisions
are not deemed exclusive of any other rights to which directors or officers may
be entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.
The Articles require the Company to indemnify its directors and
officers to the fullest extent not prohibited by law. The First Restated Bylaws
of the Company (the "Bylaws") also require the Company to indemnify its
directors and officers to the fullest extent permitted by the OBCA. In addition,
the Bylaws deem that all rights to indemnification under the Bylaws are deemed
to be contractual rights and are to be effective to the same extent as if
provided for in a contract between the Company and the director or officer who
serves in such capacity.
Effective as of August 8, 1995, the Company entered into indemnity
agreements with each executive officer of the Company and each member of the
Company's Board of Directors. These indemnity agreements provide for
indemnification of the indemnitee to the fullest extent allowed by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
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<CAPTION>
Number Description
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<S> <C>
5.1 Opinion of Ater Wynne Hewitt Dodson & Skerritt as to the
legality of the securities being registered
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt (included
in legal opinion filed as Exhibit 5.1)
23.2 Consent of Coopers & Lybrand, L.L.P.
24.1 Powers of Attorney (included in signature page in Part II
of the Registration Statement)
99.1 Northwest Pipe Company 1995 Stock Option Plan for
Nonemployee Directors (incorporated by reference to
Exhibit 10.4 to Registrant's Registration Statement on
Form S-1 (File No. 33-97308))
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes 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 of 1933;
(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;
(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 subparagraphs (i) and (ii) do not apply if
the information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) The undersigned registrant hereby undertakes that, for the
purpose of determining liability under the Securities Act of 1933, 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.
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(c) The undersigned registrant hereby undertakes 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.
(d) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the 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.
(e) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 a director, officer or controlling person in
connection with 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 Act and will
be governed by the final adjudication of such issue.
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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 Portland, State of Oregon, on the 20th day of
January, 1997.
NORTHWEST PIPE COMPANY
By: /s/ William R. Tagmyer
__________________________________
William R. Tagmyer
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William R. Tagmyer and Brian W. Dunham
and each of them singly, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the registration statement filed
herewith and any or all amendments to said registration statement (including
post-effective amendments), and to file the same, with all exhibits thereto, and
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 in and about the foregoing, 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 agent or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Witness our hands on the date set forth below.
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.
[SIGNATURES ON FOLLOWING PAGE]
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ William R. Tagmyer President, Chief Executive 1/20/97
William R. Tagmyer Officer and Director
(Principal Executive
Officer)
/s/ Brian W. Dunham Executive Vice President, 1/20/97
Brian W. Dunham Chief Operating Officer,
Chief Financial Officer and
Director (Principal
Financial and Accounting
Officer)
/s/ Warren K. Kearns Director 1/20/97
Warren K. Kearns
/s/ Wayne K. Kingsley Director 1/20/97
Wayne B. Kingsley
/s/ Vern B. Ryles Director 1/20/97
Vern B. Ryles
/s/ Neil R. Thornton Director 1/20/97
Neil R. Thornton
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Exhibit No.
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<S> <C> <C>
5.1 Opinion of Ater Wynne Hewitt Dodson & Skerritt
as to the legality of the securities being
registered
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt
(included in legal opinion filed as Exhibit
5.1)
23.2 Consent of Coopers & Lybrand, L.L.P.
24.1 Powers of Attorney (included in signature page
in Part II of the Registration Statement)
99.1 Northwest Pipe Company 1995 Stock Option Plan for Nonemployee
Directors (incorporated by reference to Exhibit 10.4 to
Registrant's Registration Statement on Form S-1 (File No.
33-97308))
</TABLE>
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Exhibit 5.1
ATER WYNNE HEWITT DODSON & SKERRITT, LLP
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201
(503)226-1191 (phone)
(503)226-0079 (fax)
January 20, 1997
Board of Directors
Northwest Pipe Company
12005 N. Burgard
Portland, OR 97203-0149
Gentlemen:
In connection with the registration of 100,000 shares of common stock,
par value $.01 per share (the "Common Stock"), of Northwest Pipe Company, an
Oregon corporation (the "Company"), under the Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission on January 22, 1997, and
the proposed offer and sale of the Common Stock pursuant to the terms of the
Company's 1995 Stock Option Plan for Nonemployee Directors (the "1995 Plan"), we
have examined such corporate records, certificates of public officials and
officers of the Company and other documents as we have considered necessary or
proper for the purpose of this opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the shares of Common Stock to be offered
pursuant to the 1995 Plan, when such shares have been delivered against payment
therefor as contemplated by the 1995 Plan, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement.
Very truly yours,
Ater Wynne Hewitt Dodson & Skerritt, LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Northwest Pipe Company on Form S-8 of our report, dated February
13, 1996, on our audits of the financial statements and financial statement
schedule of Northwest Pipe Company, as of December 31, 1995 and 1994 and for
each of the three years in the period ended December 31, 1995, which report is
included in the Annual Report on Form 10-K of Northwest Pipe Company. Such
report on the financial statements includes an emphasis of matter concerning a
claim by the United States Environmental Protection Agency and an explanatory
paragraph with respect to a change in method of accounting for income taxes in
1993.
COOPERS & LYBRAND L.L.P.
Portland, Oregon
January 20, 1997
