As Filed with the Securities and Exchange
Commission on July 20, 1999 Registration No. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VALMONT INDUSTRIES, INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 47-0351813
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
Valley, Nebraska 68064
(Address of Principal Executive Offices) (Zip Code)
Valmont Employee Retirement Savings Plan
(Full Title of the Plans)
Terry J. McClain, Senior Vice President
and Chief Financial Officer
Valmont Industries, Inc.
Valley, NE 68064
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: 402-359-2201
<TABLE>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share(2) price(2) registration fee(3)
- ----------------------- --------------------- -------------------- ------------------------ --------------------
Common Stock 150,000 $15.4375 $2,315,625 $644
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</TABLE>
(1) In addition, pursuant to Rule 416(c), this Registration Statement covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described therein.
(2) Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(c), on the basis of the average of
the high and low sales prices on July 15, 1999.
(3) Relates only to additional shares registered hereby and does not include
the amount of registration fee previously paid in connection with the
100,000 shares of Common Stock previously registered by Registration
Statement on Form S-8 filed with the Commission on December 29, 1994 (Reg.
No. 33-57117).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
Pursuant to General Instruction E Form S-8, this Registration Statement
is being filed in order to register 150,000 additional shares of Common Stock of
Valmont Industries, Inc. with respect to a currently effective Registration
Statement on Form S-8 (33-57117) relating to the Valmont Employee Retirement
Savings Plan.
The contents of Registration Statement on Form S-8 (33-57117) as filed
on December 29, 1994 are incorporated by reference into this Registration
Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4.1 - Certificate of Incorporation, as amended, filed with the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 28, 1998 and incorporated herein by reference.
4.2 - Bylaws, as amended, filed with the Company's Annual Report
on Form 10-K for the fiscal year ended December 26, 1998
and incorporated herein by reference.
4.3 - Rights Agreement dated as of December 19, 1995 between the
Company and First National Bank of Omaha as Rights Agent
filed with the Company's Current Report on Form 8-K dated
December 19, 1995 and incorporated herein by reference.
4.4 - Certificate of Adjustment dated May 30, 1997 to Rights
Agreement dated as of December 19, 1995, filed with the
Company's Annual Report on Form 10-K for fiscal year ended
December 27, 1997 and incorporated herein by reference.
4.5 - Valmont Employee Retirement Savings Plan incorporated
herein by reference from Exhibit 4.1 of Valmont's
Registration Statement on Form S-8 (33-57117) filed
December 29, 1994.
5 - Opinion of McGrath, North, Mullin & Kratz, P.C.
23.1 - Consent of McGrath, North, Mullin & Kratz, P.C., counsel
for the Company (included as part of Exhibit 5)
23.2 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney
<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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, and the State of Nebraska, on July 20, 1999.
Valmont Industries, Inc.
/s/ Mogens C. Bay
By_________________________
Mogens C. Bay
Chairman and Chief Executive 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 indicated on July 20, 1999.
Signature Title
/s/ Mogens C. Bay Director, Chairman and Chief
Mogens C. Bay Executive Officer (Principal
Executive Officer)
/s/ Terry J. McClain Vice President and Chief
Terry J. McClain Financial Officer (Principal
Financial Officer)
/s/ Brian C. Stanley Vice President - Investor
Brian C. Stanley Relations & Controller
(Principal Accounting Officer)
Robert B. Daugherty*
Charles M. Harper*
John E. Jones*
Thomas F. Madison*
Charles D. Peebler, Jr.*
Bruce Rohde*
Walter Scott, Jr.*
Kenneth E. Stinson*
*Mogens C. Bay, by signing his name hereto, signs this registration
statement on behalf of each of the directors indicated. A Power of Attorney
authorizing such action has been filed herein as Exhibit 24.
s/ Mogens C. Bay
-------------------------------
Mogens C. Bay
Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Valmont
Employee Retirement Savings Plan has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Valley, and the State of Nebraska, on this 20th of July, 1999.
VALMONT EMPLOYEE RETIREMENT
SAVINGS PLAN
By: /s/ Mogens C. Bay
--------------------------------
Mogens C. Bay
Policy Committee Member
By: /s/ Terry J. McClain
-------------------------------
Terry J. McClain
Policy Committee Member
By: /s/ Thomas P. Egan, Jr.
------------------------------
Thomas P. Egan, Jr.
Policy Committee Member
<PAGE>
Index to Exhibits
Exhibit No. Exhibit Page
4.1 - Certificate of Incorporation, as amended, filed with the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 28, 1998 and incorporated herein by reference.
4.2 - Bylaws, as amended, filed with the Company's Annual Report
on Form 10-K for the fiscal year ended December 26, 1998
and incorporated herein by reference.
4.3 - Rights Agreement dated as of December 19, 1995 between the
Company and First National Bank of Omaha as Rights Agent
filed with the Company's Current Report on Form 8-K dated
December 19, 1995 incorporated herein by reference.
4.4 - Certificate of Adjustment dated May 30, 1997 to Rights
Agreement dated as of December 19, 1995, filed as Exhibit
4(b) with the Company's Annual Report on Form 10-K for
fiscal year ended December 27, 1997 and incorporated herein
by reference.
4.5 - Valmont Employee Retirement Savings Plan incorporated
herein by reference from Exhibit 4.1 of Valmont's
Registration Statement on Form S-8 (33-57117) filed
December 29, 1994.
5 - Opinion of McGrath, North, Mullin & Kratz,
P.C.....................
23.1 - Consent of McGrath, North, Mullin & Kratz, P.C., counsel
for the Company (included as part of Exhibit 5)
23.2 - Consent of Deloitte & Touche LLP...........................
24 - Powers of Attorney.........................................
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, NE 68102
(402) 341-3070
July 20, 1999
Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154
Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, of 150,000 shares of common stock (the "Common Stock"), $1.00 par
value, of Valmont Industries, Inc., a Delaware corporation (the "Company"),
authorized for issuance pursuant to the Valmont Employee Retirement Savings Plan
(the "Plan"), we have examined such corporate records and other documents,
including the registration statement on Form S-8 to be filed with the Securities
and Exchange Commission relating to such shares (the "Registration Statement"),
and have reviewed such matters of law as we have deemed necessary for this
opinion. Based on such examination, we advise you that in our opinion:
1. The Company is a corporation duly organized and existing under the
laws of the State of Delaware.
2. Upon the issuance of shares in accordance with the Plan, all
necessary corporate action on the part of the Company will have been taken to
authorize the issuance of up to 150,000 shares of Common Stock by the Company,
and when issued as contemplated in the Registration Statement and related
documents, such shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours very truly,
McGRATH, NORTH, MULLIN & KRATZ, P.C.
By: /s/ DAVID L. HEFFLINGER
David L. Hefflinger
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Valmont Industries, Inc. on Form S-8 of our reports dated February 5, 1999,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Valmont Industries, Inc. for the year ended December 26, 1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 20, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of Valmont
Industries, Inc., a Delaware corporation, hereby constitutes and appoints each
of Mogens C. Bay and Terry J. McClain as his true and lawful attorney-in-fact
and agent, with full power to act for him in his name, place and stead in any
and all capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable Valmont Industries, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration on
Form S-8 under said Act of shares of common stock of this corporation issuable
under the Valmont Employee Retirement Savings Plan, together with all interests
in such plan, including specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of Valmont Industries, Inc. and
the name of the undersigned Director to the registration statement, any
amendments (including post-effective amendments) thereto, and to any instruments
and documents filed as part of or in connection with said registration statement
or amendments thereto; and the undersigned hereby ratifies and confirms all that
said attorney and agent shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 12th day of July, 1999.
/s/ Robert B. Daugherty /s/ Charles D. Peebler, Jr.
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Robert B. Daugherty Charles D. Peebler, Jr.
/s/ Charles M. Harper /s/ Bruce Rohde
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Charles M. Harper Bruce Rohde
/s/ John E. Jones /s/ Walter Scott, Jr.
- ---------------------------- ---------------------------
John E. Jones Walter Scott, Jr.
/s/ Thomas F. Madison /s/ Kenneth E. Stinson
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Thomas F. Madison Kenneth E. Stinson
