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As filed with the Securities and Exchange Commission on October 12, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KEVCO, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2666013
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
UNIVERSITY CENTRE I
1300 SOUTH UNIVERSITY DRIVE
SUITE 200
FORT WORTH, TEXAS 76107-5734
(Address of Principal Executive Offices) (Zip Code)
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KEVCO, INC. 1999 STOCK OPTION PLAN
(Full title of the Plan)
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JOSEPH P. TOMCZAK
CHIEF FINANCIAL OFFICER
KEVCO, INC.
UNIVERSITY CENTRE I
1300 SOUTH UNIVERSITY DRIVE, SUITE 200
FORT WORTH, TEXAS 76107-5734
(Name and address of agent for service)
(817) 885-0000
(Telephone number, including area code, of agent for service)
With copies to:
BRIAN D. BARNARD
HAYNES AND BOONE, LLP
201 MAIN STREET
SUITE 2200
FORT WORTH, TEXAS 76102
(817) 347-6600
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(2)
------------------------- ------------------- --------------------------- --------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value......... 1,500,000 $1.125 $1,687,500 $445.50
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</TABLE>
(1) The number of shares being registered represents 1,500,000 shares being
registered under the Kevco, Inc. 1999 Stock Option Plan. The amount to be
registered also includes such indeterminate number of shares as may be
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions in accordance with Rule 416 promulgated under the
Securities Act of 1933.
(2) The offering price per share, the aggregate offering price and the
registration fee have been calculated in accordance with paragraphs (c) and
(h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
the average of the high and low sale prices for the Company's Common Stock
reported on the Nasdaq National Market on October 9, 2000 ($1.125 per
share).
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PART II
INFORMATION REQUESTED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Kevco, Inc. (the "Company") hereby incorporates by reference the
following documents filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (Commission File No. 000-21621) as
filed with the Commission on March 30, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000 (Commission File No. 000-21621)
as filed with the Commission on May 15, 2000;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000 (Commission File No. 000-21621) as
filed with the Commission on August 14, 2000;
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement filed on Form 8-A (Commission
File No. 000-21621) as filed with the Commission on
October 25, 1996; and
(e) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment that indicates that all securities
offered hereunder have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date such documents are filed. 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 or is deemed to be incorporated
by reference in this Registration Statement modifies or
supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation provide that, to the fullest
extent permitted by Texas law, directors of the Company will not be liable to
the Company or its shareholders for monetary damages for an act or omission in
the director's capacity as a director. Texas law does not currently authorize
the elimination or limitation of the liability of a director to the extent the
director is found liable for (i) any breach of the director's duty of loyalty to
the Company or its shareholders, (ii) acts or omissions not in good faith that
constitute a breach of duty of the director to the Company or which involve
intentional misconduct or a knowing violation of law, (iii) transactions from
which the director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office or (iv)
acts or omissions for which the liability of a director is expressly provided by
an applicable statute. In addition, the Company's Articles of Incorporation
provide that if applicable law is amended to authorize the further elimination
or limitation of the liability of a director, then the liability of the
directors shall be eliminated or limited to the fullest extent permitted by law,
as amended.
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The Company's Articles of Incorporation and Bylaws grant mandatory
indemnification and advancement of expenses to directors and officers of the
Company to the fullest extent authorized by Texas law. In general, a Texas
corporation may indemnify a director or officer who was, is or is threatened to
be made a named defendant or respondent in a proceeding by virtue of his
position in the corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of criminal proceedings, had no reasonable cause
to believe his conduct was unlawful. A Texas corporation may indemnify a
director or officer in an action brought by or in the right of the corporation
only if such director or officer was not found liable to the corporation, unless
or only to the extent that a court finds him to be fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
The Company has procured insurance that purports to insure the
Company's directors and officers against certain liabilities incurred by them in
the discharge of their functions as directors and officers, with certain
exceptions including exceptions for liabilities arising from such directors' and
officers' own malfeasance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
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4.1 - Indenture dated December 1, 1997, among Kevco, Inc., SCC
Acquisition Corp., Kevco Delaware, Inc., Sunbelt Wood
Components, Inc., Consolidated Forest Products, Inc., Bowen
Supply, Inc. and Encore Industries, Inc., as Subsidiary
Guarantors and United States Trust Company of New York, as
Trustee, previously filed as an exhibit to the Company's
Registration Statement on Form S-4 (No. 333-43691), and
incorporated herein by reference.
4.1.1 - Supplemental Indenture dated December 1, 1997, between
Shelter Components Corporation and United States Trust Company
of New York, as Trustee, previously filed as an exhibit to the
Company's Registration Statement on Form S-4 (No. 333-43691),
and incorporated herein by reference.
4.1.2 - Supplemental Indenture dated as of December 1, 1997, between
Shelter Distribution, L.P. and United States Trust Company of
New York, as Trustee, previously filed as an exhibit to the
Company's Registration Statement on Form S-4 (No. 333-43691),
and incorporated herein by reference.
4.1.3 - Supplemental Indenture dated as of December 1, 1997, between
DCM, Inc. and United States Trust Company of New York, as
Trustee, previously filed as an exhibit to the Company's
Registration Statement on Form S-4 (No. 333-43691), and
incorporated herein by reference.
4.1.4 - Supplemental Indenture dated as of December 1, 1997, between
Duo-Form of Michigan, Inc. and United States Trust Company of
New York, as Trustee, previously filed as an exhibit to the
Company's Registration Statement on Form S-4 (No. 333-43691),
and incorporated herein by reference.
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<PAGE> 4
4.1.5 - Supplemental Indenture dated as of December 1, 1997, between
Design Components, Inc. and United States Trust Company of New
York, as Trustee, previously filed as an exhibit to the
Company's Registration Statement on Form S-4 (No. 333-43691),
and incorporated herein by reference.
4.1.6 - Supplemental Indenture dated as of December 1, 1997, between
Shelter Components of Indiana, Inc. and United States Trust
Company of New York, as Trustee, previously filed as an
exhibit to the Company's Registration Statement on Form S-4
(No. 333-43691), and incorporated herein by reference.
4.1.7 - Supplemental Indenture dated as of December 1, 1997, between
BPR Holdings, Inc. and United States Trust Company of New
York, as Trustee, previously filed as an exhibit to the
Company's Registration Statement on Form S-4 (No. 333-43691),
and incorporated herein by reference.
4.2 - Kevco, Inc. 1999 Stock Option Plan, previously filed as
Appendix B to the Company's Proxy Statement on Schedule 14A
filed on November 2, 1999, and incorporated herein by
reference.
5.1* - Opinion of Haynes and Boone, LLP with respect to validity of
the issuance of the securities.
23.1* - Consent of Ernst & Young LLP, independent auditors.
23.2* - Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.3* - Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1* - Power of attorney of the directors of the Company (included
on the signature page of the Registration Statement).
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* Filed herewith.
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 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;
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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will 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
Securities Exchange Act of 1934 that are incorporated by reference in this
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 Section 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 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
THE REGISTRANT. 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 Fort Worth, State of Texas, on the 12th day of
October, 2000.
KEVCO, INC.
By: /s/ Frederick B. Hegi, Jr.
---------------------------------
Frederick B. Hegi, Jr.
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Frederick B. Hegi, Jr. and Joseph
P. Tomczak, his 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, execute and file with the Securities and
Exchange Commission and any state securities regulatory board or commission any
documents relating to the proposed issuance and registration of the securities
offered pursuant to this Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including any amendment or amendments relating thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, 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 premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of October, 2000.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Frederick B. Hegi, Jr. Chairman of the Board, President
-------------------------------- Chief Executive Officer and Director
Frederick B. Hegi, Jr. (Principal Financial Officer)
/s/ Joseph P. Tomczak Executive Vice President and Chief Financial Officer
-------------------------------- (Principal Financial and
Joseph P. Tomczak Accounting Officer)
/s/ James A. Johnson Director
---------------------------------
James A. Johnson
/s/ Jerry E. Kimmel Director
---------------------------------
Jerry E. Kimmel
/s/ William L. Estes Director
---------------------------------
William L. Estes
/s/ Peter B. McKee Director
---------------------------------
Peter B. McKee
/s/ Richard Nevins Director
---------------------------------
Richard Nevins
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
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<S> <C>
4.1 - Indenture dated December 1, 1997, among Kevco, Inc., SCC
Acquisition Corp., Kevco Delaware, Inc., Sunbelt Wood
Components, Inc., Consolidated Forest Products, Inc., Bowen
Supply, Inc. and Encore Industries, Inc., as Subsidiary
Guarantors and United States Trust Company of New York, as
Trustee, previously filed as an exhibit to the Company's
Registration Statement on Form S-4 (No. 333-43691), and
incorporated herein by reference.
4.1.1 - Supplemental Indenture dated December 1, 1997, between
Shelter Components Corporation and United States Trust Company
of New York, as Trustee, previously filed as an exhibit to the
Company's Registration Statement on Form S-4 (No. 333-43691),
and incorporated herein by reference.
4.1.2 - Supplemental Indenture dated as of December 1, 1997, between
Shelter Distribution, L.P. and United States Trust Company of
New York, as Trustee, previously filed as an exhibit to the
Company's Registration Statement on Form S-4 (No. 333-43691),
and incorporated herein by reference.
4.1.3 - Supplemental Indenture dated as of December 1, 1997, between
DCM, Inc. and United States Trust Company of New York, as
Trustee, previously filed as an exhibit to the Company's
Registration Statement on Form S-4 (No. 333-43691), and
incorporated herein by reference.
4.1.4 - Supplemental Indenture dated as of December 1, 1997, between
Duo-Form of Michigan, Inc. and United States Trust Company of
New York, as Trustee, previously filed as an exhibit to the
Company's Registration Statement on Form S-4 (No. 333-43691),
and incorporated herein by reference.
4.1.5 - Supplemental Indenture dated as of December 1, 1997, between
Design Components, Inc. and United States Trust Company of New
York, as Trustee, previously filed as an exhibit to the
Company's Registration Statement on Form S-4 (No. 333-43691),
and incorporated herein by reference.
4.1.6 - Supplemental Indenture dated as of December 1, 1997, between
Shelter Components of Indiana, Inc. and United States Trust
Company of New York, as Trustee, previously filed as an
exhibit to the Company's Registration Statement on Form S-4
(No. 333-43691), and incorporated herein by reference.
4.1.7 - Supplemental Indenture dated as of December 1, 1997, between
BPR Holdings, Inc. and United States Trust Company of New
York, as Trustee, previously filed as an exhibit to the
Company's Registration Statement on Form S-4 (No. 333-43691),
and incorporated herein by reference.
4.2 - Kevco, Inc. 1999 Stock Option Plan, previously filed as
Appendix B to the Company's Proxy Statement on Schedule 14A
filed on November 2, 1999, and incorporated herein by
reference.
5.1* - Opinion of Haynes and Boone, LLP with respect to validity of
the issuance of the securities.
23.1* - Consent of Ernst & Young LLP, independent auditors.
23.2* - Consent of PricewaterhouseCoopers LLP, independent
accountants.
</TABLE>
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<TABLE>
<S> <C>
23.3* - Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1* - Power of attorney of the directors of the Company (included
on the signature page of the Registration Statement).
</TABLE>
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* Filed herewith.
