Registration Number 33-51580
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
to
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
___________________________________
BLOUNT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0780521
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4520 Executive Park Drive, Montgomery, Alabama 36116-1602
334-244-4000
(Address of Principal Executive Offices)
____________________________
1992 Blount Incentive Stock Option Plan
(Full Title of Plan)
D. Joseph McInnes
Blount International, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
334-244-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
L. Daniel Morris, Jr.
Blount International, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
334-244-4000
____________________________
Blount International, Inc.
Class A Common Stock, $ .01 par value
<PAGE>
BLOUNT INTERNATIONAL, INC., AS A SUCCESSOR REGISTRANT TO BLOUNT, INC.,
HEREBY EXPRESSLY ADOPTS THE REGISTRATION STATEMENT OF BLOUNT, INC. ON FORM S-8
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 1992 WITH
RESPECT TO THE 1992 BLOUNT INCENTIVE STOCK OPTION PLAN.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference into Item 3 of Part II of this
Post-Effective Amendment No. 1 to Registration Statement (not including
exhibits to the information that is incorporated by reference, unless such
exhibits are specifically incorporated by reference into the information that
this Post-Effective Amendment No. 1 to Registration Statement incorporates)
are incorporated by reference into the Section 10(a) Prospectus and are
available, without charge, to the participants upon written or oral request to
Secretary, Blount International, Inc., 4520 Executive Park Drive, Montgomery,
Alabama 36116-1602 (telephone number 334-244-4000). The documents containing
the information requested by Part I of Form S-8, the Annual Report on Form
10-K of Blount International, Inc., and all reports, proxy statements and
other communications distributed generally to the security holders of Blount
International, Inc. are available, without charge, to participants upon
written or oral request to Secretary, Blount International, Inc., 4520
Executive Park Drive, Montgomery, Alabama 36116-1602 (telephone number
334-244-4000).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference and made a
part hereof:
(1) The Annual Report on Form 10-K of Blount, Inc. (the "Company") for
the year ended February 28, 1995.
(2) The Quarterly Reports of the Company on Form 10-Q for the quarterly
periods ended November 30, 1995, August 31, 1995 and May 31, 1995.
(3) The description of the capital stock of Blount International, Inc.
("Parent") contained in the Parent's Registration Statement on Form S-4
(Registration No. 33-63141).
(4) The Quarterly Reports of the Parent on Form 10-Q for the quarterly
periods ended November 30, 1995 and August 31, 1995.
(5) The Registration Statement of Parent on Form 8-A, relating to the
shares of the Class A Common Stock, par value $.01 per share, of Parent, and
the shares of the Class B Common Stock, par value $.01 per share, of Parent
(Commission File No. 1-11549).
All documents filed by Parent pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of the Prospectus and prior to
the termination of the offering of the Class A Common Stock of Parent offered
hereby shall be deemed to be incorporated by reference in the Prospectus and
to be a part hereof from the date of filing of such documents (such documents,
and the documents listed above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of the Prospectus to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document 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 the Prospectus.
Item 5. Interest of Named Experts and Counsel.
Bradley, Arant, Rose & White, counsel to Parent, has been routinely
engaged to perform legal services by the Company, the Parent and members of
the family that controls each of the Company and Parent since the formation of
the Company.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "DGCL"), the Restated Certificate of Incorporation of
Parent provides that a director of Parent shall not be personally liable to
Parent or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty
of loyalty to Parent or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. If the DGCL is
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the Restated Certificate of
Incorporation of Parent requires that the liability of a director of Parent be
eliminated or limited to the fullest extent permitted by the DGCL, as so
amended. Further, any repeal or modification of this provision of the
Restated Certificate of Incorporation of Parent by the stockholders of Parent
shall not adversely affect any right or protection of a director of Parent
existing at the time of such repeal or modification.
In accordance with Section 145 of the DGCL, the By-Laws of Parent provide
that Parent shall indemnify, and in connection with such indemnification may
advance expenses to, any person who is or was a director, officer, employee or
agent of Parent, and any person who is or was serving at the request of Parent
as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, to the fullest extent
permitted by law, including without limitation the DGCL. If the amount,
extent, or quality of indemnification permitted by law should be in any way
restricted after the adoption of the By-Laws of Parent, then the By-Laws
require that Parent indemnify such persons to the fullest extent permitted by
law as or in effect at the time of the occurrence of the omission or the act
giving rise to the claimed liability with respect to which indemnification is
sought. The indemnification and advancement of expenses pursuant to the
By-Laws shall be in addition to, and not exclusive of, any other right that
the person seeking indemnification may have under such By-Laws, the Restated
Certificate of Incorporation of Parent, any separate contract or agreement or
applicable law.
Section 145 further provides that to the extent a director or officer of
a corporation has been successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; and that indemnification
provided for by Section 145 shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators.
Pursuant to the Plan and Agreement of Merger, dated August 17, 1995 (the
"Merger Agreement"), among Parent, a corporation controlled by Winton M.
Blount and his children (such persons, together with the spouse of Winton M.
Blount, being referred to together herein as the "Blount Family"), HBC
Transaction Subsidiary, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (the "Subsidiary"), and Blount, Inc., a Delaware
corporation (the "Surviving Corporation"), Parent is required to, and is
required to cause the Surviving Corporation to, jointly and severally
indemnify, defend and hold harmless the present and former officers and
directors of Parent, including members of the Blount Family (collectively, the
"Indemnified Parties") against all losses, expenses (including attorneys'
fees), claims, damages, costs, liabilities or judgments or amounts that are
paid in settlement with the approval of Parent (which approval shall not be
unreasonably withheld) arising out of actions or omissions occurring at or
prior to the Effective Time of Merger (as defined in the Merger Agreement) or
required under the DGCL (and shall also pay expenses in advance of the final
disposition of any claim to each Indemnified Party) to the fullest extent
permitted, under the terms and conditions provided by, the DGCL. Parent is
also required to use its best efforts to arrange to have the Indemnified
Parties named as insureds under, or otherwise covered by, the officers and
directors liability insurance policy of the Surviving Corporation which will
be continued by Parent following the Effective Time of the Merger (as long as
any such policy shall be in force), provided that such action shall not
involve unreasonable cost to Parent.
In addition, the By-Laws of Parent permit Parent to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of Parent, or any person who is or was serving at the request of
Parent as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprises, against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not Parent would
have the power to indemnify such person against such liability under
applicable law. Policies of insurance are maintained by Parent under which
the directors and officers of Parent are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are a parties by reason of being or having been
such directors or officers.
Item 8. Exhibits and Financial Statement Schedules.
(a) Exhibits
The following exhibits are filed as part of this Post-Effective Amendment
No. 1 to Registration Statement:
*4(a) Restated Certificate of Incorporation of Blount International, Inc.
(included as Exhibit I to Appendix A to the Registration Statement
on Form S-4 of Blount International, Inc. (Reg. No. 33-63141)).
*4(b) By-Laws of Blount International, Inc. (included as Exhibit II to
Appendix A to the to the Registration Statement on Form S-4 of
Blount International, Inc. (Reg. No. 33-63141)).
*4(c) Form of Registration Rights and Stock Transfer Restriction Agreement
(included as Exhibit IV to Appendix A to the Registration Statement
on Form S-4 of Blount International, Inc. (Reg. No. 33-63141)).
*4(d) Registration Statement on Form S-2 (Reg. No. 33-62728) of Blount,
Inc. with respect to the 9% subordinated notes due June 2003 of
Blount, Inc., including amendments and exhibits.
*4(e) 1992 Blount Incentive Stock Option Plan of Blount, Inc. (included
as Appendix D to the Registration Statement on Form S-4 of Blount
International, Inc. (Reg. No. 33-63141)).
5(a) Opinion of Bradley, Arant, Rose & White as to the legality of the
securities being registered.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Bradley, Arant, Rose & White (contained in exhibit 5(a)).
*24(a) Powers of Attorney of certain directors and officers.
* Incorporated by reference.
<PAGE>
Item 9. 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 of 1993;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to
the plan or distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
(2) That, for the purpose of determining any 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;
(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) 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 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 Act
and will be governed by the final adjudication of such issue.
<PAGE>
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 the requirements for filing on Form S-8 and has duly caused this
post-effective amendment no. 1 to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Montgomery, State of Alabama, on February 2, 1996.
BLOUNT INTERNATIONAL, INC.
By: /s/ Harold E. Layman
Harold E. Layman
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Winton M. Blount Chairman of the Board and February 2, 1996
Winton M. Blount Director
/s/ John M. Panettiere President, Chief Executive February 2, 1996
John M. Panettiere Officer and Director
/s/ Harold E. Layman Senior Vice President and February 2, 1996
Harold E. Layman Chief Financial Officer
/s/ Rodney W. Blankenship Controller (Principal February 2, 1996
Rodney W. Blankenship Accounting Officer)
* W. Houston Blount Director February 2, 1996
W. Houston Blount
* R. Eugene Cartledge Director February 2, 1996
R. Eugene Cartledge
* C. Todd Conover Director February 2, 1996
C. Todd Conover
*H. Corbin Day Director February 2, 1996
H. Corbin Day
* Herbert J. Dickson Director February 2, 1996
Herbert J. Dickson
* Emory M. Folmar Director February 2, 1996
Emory M. Folmar
* Alfred M. Gleason Director February 2, 1996
Alfred M. Gleason
* Mary D. Nelson Director February 2, 1996
Mary D. Nelson
* Arthur P. Ronan Director February 2, 1996
Arthur P. Ronan
*By /s/ L. Daniel Morris, Jr. February 2, 1996
L. Daniel Morris, Jr.
Attorney in Fact
<PAGE>
INDEX TO EXHIBITS
Page in
Sequentially
Exhibit Numbered
No. Description
Filing
*4(a) Restated Certificate of Incorporation of Blount
International, Inc. (included as Exhibit I to
Appendix A to the Registration Statement on Form S-4
of Blount International, Inc. (Reg. No. 33-63141)).
*4(b) By-Laws of Blount International, Inc. (included as
Exhibit II to Appendix A to the to the Registration
Statement on Form S-4 of Blount International, Inc.
(Reg. No. 33-63141)).
*4(c) Form of Registration Rights and Stock Transfer
Restriction Agreement (included as Exhibit IV to
Appendix A to the Registration Statement on Form S-4
of Blount International, Inc. (Reg. No. 33-63141)).
*4(d) Registration Statement on Form S-2 (Reg. No. 33-62728)
of Blount, Inc. with respect to the 9% subordinated
notes due June 2003 of Blount, Inc., including
amendments and exhibits, which became effective on
June 30, 1993 (Commission File No. 1-7002).
*4(e) 1992 Blount Incentive Stock Option Plan of Blount,
Inc. (included as Appendix D to the Registration
Statement on Form S-4 of Blount International, Inc.
(Reg. No. 33-63141)).
5(a) Opinion of Bradley, Arant, Rose & White as to the
legality of the securities being registered.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Bradley, Arant, Rose & White (contained in
exhibit 5(a)).
*24(a) Powers of Attorney of certain directors and officers.
* Incorporated by reference.
<PAGE>
Exhibit 5(a)
February 2, 1996
Blount International, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
Re: 1992 Blount Incentive Stock Option Plan
Ladies and Gentlemen:
In our capacity as counsel for Blount International, Inc., a Delaware
corporation ("Parent"), we have examined Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement") in form as
proposed to be filed by Parent with the Securities and Exchange Commission
(the "Commission") pursuant to the provisions of the Securities Act of 1933,
as amended, relating to the issuance of shares of the Class A Common Stock,
par value $.01 per share, of Parent (the "Parent Class A Common Stock"),
pursuant to the terms of the 1992 Blount Incentive Stock Option Plan, as the
same has been assumed by Parent (the "1992 Plan"), pursuant to which 1992 Plan
663,392 shares of Parent Class A Common Stock remain to be issued pursuant
to the 1992 Plan. In this connection, we have examined such records,
documents and proceedings as we have deemed relevant and necessary as a basis
for the opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that the
663,392 shares of the Parent Class A Common Stock referred to above
remaining to be issued under the Registration Statement, to the extent
actually issued pursuant to the 1992 Plan, will have been duly and validly
authorized and issued and will be fully paid and nonassessable shares of the
Parent Class A Common Stock.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In addition, we hereby consent to
the inclusion of the statements made in reference to this firm under the
caption "INTERESTS OF NAMED EXPERTS AND COUNSEL" in the Registration
Statement.
Yours very truly,
/s/ Bradley, Arant, Rose & White
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Blount International, Inc. on Form S-8 (File No. 33-51580) of our reports
dated June 30, 1995 on our audits of the consolidated financial statements and
financial statements of Blount International, Inc. as of February 28, 1995 and
1994, and for each of the three years in the period ended February 28, 1995,
which reports are included in the Blount International, Inc. registration
statement on Form S-4 (File No. 33-63141).
/s/ Coopers & Lybrand, L.L.P.
Atlanta, Georgia
February 2, 1996
