As filed with the Securities and Exchange Commission on January 26, 1995
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
THE VALSPAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 2851 36-2443580
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
------------------------------
1101 THIRD STREET SOUTH
MINNEAPOLIS, MINNESOTA 55415
(612) 332-7371
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
------------------------------
Rolf Engh, Esq.
The Valspar Corporation
1101 Third Street South
Minneapolis, Minnesota 55415
(612) 375-7705
(Name and address, including zip code and telephone
number, including area code, of agent for service)
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Proposed Proposed
Class of Securities Amount to Maximum Maximum Amount of
Being Registered be Registered Price Aggregate Registration Fee
Per Share Offering Price
<S> <C> <C> <C> <C>
Common Stock, $.50 par value. 500,000 shares $35.938(1) $17,969,000(1) $6,196.21
</TABLE>
(1) Estimated solely for purposes of computing the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
sale prices for such common stock on January 23, 1995 as reported on
the New York Stock Exchange.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
THE VALSPAR CORPORATION
CROSS-REFERENCE SHEET
BETWEEN
ITEMS IN FORM S-4 AND LOCATION IN PROSPECTUS
<TABLE>
<CAPTION>
Form S-4 Item Number and Caption Location in Prospectus
<S> <C>
1. Forepart of Registration Statement and
Outside Front Cover of Prospectus................... Facing Page; Cross-Reference Sheet; Outside
Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus....................................... Inside Front and Outside Back Cover Pages of
Prospectus
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information....................... Incorporation of Certain Documents by Reference;
The Company; Selected Consolidated Financial Information
4. Terms of the Transaction............................... *
5. Pro Forma Financial Information........................ *
6. Material Contracts with the Company Being
Acquired............................................ *
7. Additional Information Required for Reoffering
by Persons and Parties Deemed to be
Underwriters........................................ *
8. Interests of Named Experts and Counsel................. Legal Matters; Experts
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities...... *
10. Information with Respect to S-2 or S-3
Registrants......................................... *
11. Incorporation of Certain Information by
Reference........................................... *
12. Information with Respect to S-3 Registrants............ Incorporation of Certain Documents by Reference;
The Company; Price Range of Common Stock;
Selected Consolidated Financial Information;
Description of Securities
13. Incorporation of Certain Information by
Reference........................................... Incorporation of Certain Documents by Reference
14. Information with Respect to Registrants
Other than S-3 or S-2 Registrants................... *
15. Information with Respect to S-3 Companies.............. *
16. Information with Respect to S-2 or S-3
Companies........................................... *
17. Information with Respect to Companies Other
Than S-2 or S-3 Companies........................... *
18. Information if Proxies, Consents or
Authorizations Are to be Solicited.................. *
19. Information if Proxies, Consents or
Authorizations Are Not to be Solicited
or an Exchange Offer................................ *
</TABLE>
- ------------------------
* Not applicable or answer negative upon the date of filing of this
Registration Statement. The Registrant may be required to provide
information (or further information) in response to one or more of such
items under certain circumstances by means of a post-effective amendment
to this Registration Statement or supplement to the prospectus contained
herein.
SUBJECT TO COMPLETION, DATED JANUARY 26, 1995
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
THE VALSPAR CORPORATION
500,000 SHARES OF COMMON STOCK
($.50 Par Value)
The Valspar Corporation ("Valspar" or the "Company"), has registered
500,000 shares of its Common Stock, $.50 par value (the "Common Stock"), which
may be offered by this Prospectus in connection with acquisitions. Such shares
may be issued in exchange for the shares of capital stock, partnership interests
or other assets representing an interest, direct or indirect, in other companies
or other entities, or in exchange for assets used in or related to the business
of such entities. The terms of such acquisitions will generally be determined by
direct negotiations with the owners of the business or assets to be acquired or
in the case of entities which are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets. Underwriting discounts or commissions will
generally not be paid by the Company. However, under some circumstances, the
Company may issue Common Stock covered by this Prospectus to pay brokers'
commissions incurred in connection with acquisitions.
This Prospectus, as amended or supplemented if appropriate, has also
been prepared for use by the persons who have or will receive shares issued by
Valspar in acquisitions, including shares sold hereunder and Common Stock
received upon conversion of other equity securities of Valspar or received upon
exercise of rights to exchange equity securities of Valspar subsidiaries issued
in acquisitions, and who wish to offer and sell such shares, on terms then
obtainable, in transactions in which they may be deemed underwriters within the
meaning of the Securities Act of 1933. Any profits realized on such sales by
such persons may be regarded as underwriting compensation under the Securities
Act of 1933.
The Company's Common Stock is traded on the New York Stock Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS _____________, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and New York Regional Office, 13th Floor, 7 World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission in Washington, D.C. a
Registration Statement on Form S-4 under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement as permitted by the rules and regulations of the Commission. For
further information pertaining to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement and the exhibits
thereto, which may be examined without charge at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies thereof may be obtained from the Commission upon payment of the
prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus will be delivered with the Company's Annual Report to
Stockholders for the year ended October 28, 1994.
The following documents, which have been filed by the Company with the
Commission, are incorporated by reference in this Prospectus: (i) the Annual
Report of the Company on Form 10-K for the fiscal year ended October 28, 1994;
and (ii) the Company's Proxy Statement dated January 20, 1995 for its Annual
Meeting of Stockholders to be held February 22, 1995. All documents filed by
Valspar pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of the offering made by
this Prospectus shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded. All information appearing in this
Prospectus is qualified in its entirety by the information and financial
statements (including notes thereto) appearing in the documents incorporated
herein by reference. The Company will furnish its shareholders with annual
reports containing audited consolidated financial statements and will furnish
upon request quarterly reports containing unaudited financial information for
the first three quarters of each fiscal year.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS
THERETO) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST BY ANY
PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED, FROM THE COMPANY, 1101 THIRD
STREET SOUTH, MINNEAPOLIS, MINNESOTA 55415 (TELEPHONE 612-332-7371), ATTENTION:
SECRETARY. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE AT LEAST FIVE DAYS PRIOR TO THE DATE ON WHICH A FINAL INVESTMENT
DECISION IS TO BE MADE.
THE COMPANY
The Valspar Corporation ("Valspar" or the "Company") is one of the six
largest North American manufacturers of paints and coatings. Founded in 1806 as
the manufacturer of America's first varnish, Valspar represents the combination
of many important pioneer coatings firms.
Valspar's products include consumer paints sold to the do it yourself
market; packaging coatings for the food and beverage industries; industrial
coatings for a broad spectrum of original equipment manufacture markets; and
specialty products including resins, colorants, floor coatings and industrial
maintenance and marine coatings. The following table shows the percentage of net
sales for these groups of products for the past three fiscal years:
Class of Products 1994 1993 1992
- ------------------- ---- ---- ----
Consumer Coatings 31% 30% 29%
Packaging Coatings 25 27 27
Industrial Coatings 23 23 23
Special Products 21 20 21
Valspar operates 19 manufacturing plants throughout North America and
licenses its technology worldwide. Its executive offices are located at 1101
Third Street South, Minneapolis, Minnesota 55415. Its telephone number is (612)
332-7371. Valspar's Common Stock is traded on the New York Stock Exchange under
the symbol VAL.
OFFERED SECURITIES
The securities of Valspar which may be offered from time to time by
this Prospectus consist of up to 500,000 shares of Common Stock, which Valspar
proposes to issue in a continuing program of acquisitions. The consideration for
any acquisition may consist of cash, notes or other evidences of debt,
assumptions of liabilities, equity securities, or a combination thereof, as
determined from time to time by negotiations between Valspar and the owners of
businesses or properties to be acquired. Valspar intends to concentrate its
acquisitions in the paint and coatings industry. If the opportunity arises,
however, Valspar will attempt to make acquisitions which are either
complementary to its present operations or which it considers advantageous even
though they may be dissimilar to its present activities. In general, the terms
of acquisitions will be determined by direct negotiations between the
representatives of Valspar and the owners of the businesses or properties to be
acquired or, in the case of entities more widely held, through exchange offers
to shareholders or documents soliciting approval of statutory mergers,
consolidations or sales of assets. Underwriting discounts or commissions will
generally not be paid by Valspar. However, under some circumstances, the Company
may issue Common Stock covered by this Prospectus to pay brokers' commissions
incurred in connection with acquisitions.
This Prospectus, as appropriately amended or supplemented, has also
been prepared for use by persons who receive shares issued by Valspar in
acquisitions, including Common Stock received upon conversion of other equity of
Valspar or its subsidiaries issued in acquisitions, and who wish to offer and
sell such shares, on terms then available, in transactions in which they may be
deemed affiliates or underwriters within the meaning of the Securities Act of
1933 (such persons being referred to under this caption as "Selling
Shareholders"). Resales may be made pursuant to this Prospectus, as amended or
supplemented, pursuant to Rule 145(d) under the Securities Act of 1933, or
pursuant to another exemption from the registration requirements of such Act.
Profits realized on resales by Selling Shareholders under certain circumstances
may be regarded as underwriting compensation under the Securities Act of 1933.
Resales by Selling Shareholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer. When
resales are to be made through a securities firm, such securities firm may be
engaged to act as the Selling Shareholder's agent in the sale of shares by such
Selling Shareholder, or such securities firm may purchase shares from the
Selling Shareholder as principal and thereafter resell such shares from time to
time. The fees earned by or paid to such securities firm may be the normal stock
exchange commission or negotiated commissions or underwriting discounts to the
extent permissible. In addition, such securities firm may effect resales through
other securities dealers, and customary commissions or concessions to such other
dealers may be allowed. Sales of shares may be at negotiated prices, at fixed
prices, at market prices or at prices related to market prices then prevailing.
Any such sales may be made on the New York Stock Exchange or other exchange on
which such shares are traded, in the over-the-counter market, by block trade, in
special or other offerings, directly to investors or through a securities firm
acting as agent or principal, or a combination of such methods. Any
participating securities firm may be indemnified against certain civil
liabilities, including liabilities under the Securities Act of 1933. Any
participating securities firm may be deemed to be an underwriter within the
meaning of the Securities Act of 1933, and any commissions earned by such firm
may be deemed to be underwriting discounts or commissions under such Act.
A Prospectus Supplement, if required, will be filed under Rule 424(b)
under the Securities Act of 1933, disclosing the name of the Selling
Shareholder, the participating securities firm, if any, the number of shares
involved, and other details of such resale, if appropriate.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is currently traded in the New York Stock
Exchange. Prior to December 1993, the Company's Common Stock was traded on the
American Stock Exchange. The table below presents the price range of high and
low trades of the Company's Common Stock for each period indicated as reported
by AMEX and NYSE:
1994 1993 1992
------------------ ------------------ ------------------
Quarter High Low High Low High Low
- ------- -------- ------- ------- ------- ------- --------
First $41-3/8 $36-1/2 $36-1/2 $ 32 $33-7/8 $22-9/16
Second 45-3/4 39-1/4 36-3/8 30-3/8 36-1/4 32-5/8
Third 38-1/8 33-3/4 38 33-1/2 36-3/8 28-1/2
Fourth 37-1/4 32-3/4 41-1/2 35-7/8 32-3/4 28-3/8
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Year Ended
October 28, October 29, October 30, October 25, October 26,
1994 1993 1992 1991 1990
OPERATING RESULTS
<S> <C> <C> <C> <C> <C>
Net Sales $786,848 $693,678 $683,485 $632,562 $571,445
Cost and Expenses
Cost of Sales 564,210 497,034 492,092 458,953 410,094
Operating Expense 143,711 127,329 131,232 120,643 109,206
------- ------- ------- ------- -------
Income from Operations 78,927 69,315 60,161 52,966 52,145
Other Expense - Net 606 2,038 360 1,504 3,337
Interest 2,504 1,645 2,932 5,686 4,704
------- ----- ----- ----- -----
Income Before Income Taxes 75,817 65,632 56,869 45,776 44,104
Net Income 45,484 40,182 34,418 27,676 26,731
Net Income as a Percent of Sales 5.8% 5.8% 5.0% 4.4% 4.7%
Return on Average Equity 24.5% 22.0% 21.7% 20.0% 22.1%
Per Common Share:
Net Income $ 2.08 $ 1.85 $ 1.57 $ 1.27 $ 1.22
Dividends Paid .52 .44 .36 .30 .26
Stockholders' Equity 8.07 9.14 7.84 6.79 5.92
------- ---- ---- ---- ----
FINANCIAL POSITION
Total Assets $363,368 $336,798 $321,618 $319,367 $302,806
Working Capital at Year-End 86,101 83,999 57,500 58,066 56,199
Property, Plant and Equipment, Net 107,028 103,139 101,005 98,818 106,621
Long-Term Debt, Excluding
Current Portion 35,334 7,890 10,684 30,697 49,456
Stockholders' Equity 174,120 196,518 169,377 147,896 128,707
------- ------- ------- ------- -------
OTHER STATISTICS
Property, Plant and Equipment
Expenditures $ 31,546 $ 17,073 $ 19,581 $ 8,843 $ 13,171
Depreciation and Amortization Expense 19,115 20,621 19,793 18,896 15,119
Research and Development Expense 26,980 24,579 24,802 23,226 20,350
Total Cash Dividends $ 11,252 $ 9,471 $ 7,843 $ 6,519 $ 5,651
Average Common Shares
Outstanding 21,823 21,691 21,973 21,862 21,854
</TABLE>
- ------------------
1994 results include six months of operations for McWhorter Technologies, Inc.
prior to the spin-off to the Company's stockholders. Per share data has been
adjusted to reflect a 2-for-1 stock split effective in March 1992.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Certificate of Incorporation of the Company authorizes the issuance
of 30,000,000 shares of Common Stock, par value $.50 per share. As of December
30, 1994, 21,544,479 shares of Common Stock (net of 5,116,177 shares in
treasury) were outstanding. Holders of the Common Stock have no preemptive
rights and are entitled to one vote for each share held on each matter submitted
to a vote of shareholders. Cumulative voting for the election of directors is
not permitted. The Certificate of Incorporation provides for the Board of
Directors to be divided into three classes. Each class is elected for a
three-year term. The Board of Directors currently consists of eleven directors.
All issued and outstanding Common Stock is fully paid and non-assessable, and
all Common Stock offered hereby will be fully paid and non-assessable when
issued.
The transfer agent for the Company's Common Stock is Chemical Bank.
LEGAL MATTERS
The validity of the Valspar Common Stock offered hereby will be passed
upon by Lindquist & Vennum P.L.L.P., Minneapolis, Minnesota.
EXPERTS
The audited financial statements and schedules of Valspar incorporated
by reference in this Prospectus have been audited by Ernst & Young LLP,
independent auditors, as indicated in their report incorporated by reference
herein, and have been incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
500,000 SHARES
THE VALSPAR CORPORATION
--------------------------
PROSPECTUS
--------------------------
______________________, 1995
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information or representations
must not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it relates. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy such securities in any circumstances in which such offer or solicitation is
unlawful.
TABLE OF CONTENTS
Available Information.......................2
Incorporation of Certain
Documents by Reference....................2
The Company.................................4
Offered Securities..........................4
Price Range of Common Stock.................5
Selected Consolidated
Financial Information.....................6
Description of Securities...................7
Legal Matters...............................7
Experts.....................................7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law generally provides
that any person who was or is a director or officer may be indemnified against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with the defense or
settlement of any threatened, pending or completed legal proceedings in which he
or she is involved by reason of the fact that he or she is or was a director or
officer if he or she acted in good faith and in a manner that such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he or
she has no reasonable cause to believe that his or her conduct was unlawful.
However, if the legal proceeding is by or in the right of the corporation, the
director or officer may not be indemnified in respect of any claim, issue or
matter as to which he or she shall have been adjudged to be liable to the
corporation unless the court in which such action was brought deems it proper.
The Registrant's Bylaws provide that the Registrant will indemnify
directors and officers if they (i) are wholly successful with respect to any
claim, action, suit or proceeding or (ii) acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
Registrant. The indemnification provisions of the Bylaws also extend the
indemnification provisions of the Delaware General Corporation Law to the
protection afforded the Registrant's directors and officers.
ITEM 21. EXHIBITS
(a) Exhibits
3.1 Certificate of Incorporation, as amended (i)
3.2 Bylaws, as amended (ii)
5 Opinion of Lindquist & Vennum P.L.L.P., including Consent
23 Independent Auditors' Consent
24 Power of Attorney (included as part of the signature page).
- --------------------
(i) Incorporated herein by reference to Exhibit 3(a) of the
Registrant's Annual Report on Form 10-K for the year ended
October 30, 1992.
(ii) Incorporated herein by reference to Exhibit 3(b) of the
Registrant's Annual Report on Form 10-K for the year ended
October 30, 1987.
(b) Schedules
Incorporated by reference to the Company's Annual Report on Form 10-K
for the Year Ended October 28, 1994:
Independent Auditors' Report on Financial Statements for the years
ended October 28, 1994, October 29, 1993 and October 30, 1992.
Schedule VIII - Valuation and Qualifying Accounts and Reserves.
Schedule IX - Short-Term Borrowings.
ITEM 22. UNDERTAKINGS.
(a) 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.
(b) 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;
(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 paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by 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.
(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.
(c) 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.
(d) (1) The undersigned Registrant hereby undertakes as
follows: prior to any public offering of the
securities registered hereunder through use of a
prospectus which is a part of this registration
statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus
will contain the information called for by the
applicable registration form with respect to
reofferings by persons who may be deemed
underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The undersigned Registrant undertakes that every
prospectus (i) that is filed pursuant to the
immediately preceding paragraph or (ii) that purports
to meet the requirements of Section 10(a)(3) of the
Securities Act and is used in connection with the
offering of securities subject to Rule 415, except to
the extent permitted to be filed as a prospectus
supplement, will be filed as a part of an amendment
to the registration statement and will not be used
until such amendment is effective, and that, for
purposes 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 bona fide offering thereof.
(e) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to items 4.10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective, except where
the transaction in which the securities being offered pursuant to this
registration statement would itself qualify for an exemption from Section 5 of
the Securities Act, absent the existence of other similar (prior or subsequent)
transactions.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Minneapolis,
State of Minnesota on January 24, 1995.
THE VALSPAR CORPORATION
/s/ Rolf Engh
Rolf Engh, Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints ROLF
ENGH and PAUL C. REYELTS as his true and lawful attorneys-in-fact and agents,
each acting alone, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement 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, each acting alone, 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, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
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 dated indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard M. Rompala President and January 24, 1995
Richard M. Rompala Director
/s/ Paul C. Reyelts Vice President, Finance January 24, 1995
Paul C. Reyelts (Chief Financial Officer)
/s/ Curtis O. Huovie Vice President and Controller January 24, 1995
Curtis O. Huovie (Chief Accounting Officer)
/s/ C. Angus Wurtele Chairman of the Board and January 24, 1955
C. Angus Wurtele Chief Executive Officer
/s/ Susan S. Boren Director January 24, 1995
Susan S. Boren
_____________________________________ Director _______ __, 1995
Richard N. Cardozo
_____________________________________ Director _______ __, 1995
William W. George
/s/ Thomas R. McBurney Director January 24, 1995
Thomas R. McBurney
/s/ Kendrick B. Melrose Director January 24, 1995
Kendrick B. Melrose
_____________________________________ Director _______ __, 1995
Robert E. Pajor (Vice Chairman)
_____________________________________ Director _______ __, 1995
Gregory R. Palen
/s/ Lawrence Perlman Director January 24, 1995
Lawrence Perlman
_____________________________________ Director _______ __, 1995
Michael P. Sullivan
</TABLE>
EXHIBIT INDEX
Exhibits
3.1 Certificate of Incorporation, as amended (i)
3.2 Bylaws, as amended (ii)
5 Opinion of Lindquist & Vennum P.L.L.P., including Consent
23 Independent Auditors' Consent
24 Power of Attorney (included as part of the signature page).
- ---------------------
(i) Incorporated herein by reference to Exhibit 3(a) of the
Registrant's Annual Report on Form 10-K for the year ended
October 30, 1992.
(ii) Incorporated herein by reference to Exhibit 3(b) of the
Registrant's Annual Report on Form 10-K for the year ended
October 30, 1987.
Exhibit 5
January 26, 1995
The Valspar Corporation
1101 Third Street South
Minneapolis, MN 55415
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4
filed by The Valspar Corporation (the "Company") with the
Securities and Exchange Commission on January 26, 1995 for the
purpose of registering the sale of 500,000 shares of common
stock, $.50 par value per share (the "Shares"), which will be
offered for sale in connection with future acquisitions by the
Company, we have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate
for the purposes of this opinion.
We are of the opinion that the Shares, when issued and paid
for as contemplated by the Registration Statement, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement, and to the reference to
our firm under the heading "Legal Matters" in the Prospectus
comprising a part of the Registration Statement.
Yours truly,
LINDQUIST & VENNUM P.L.L.P.
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus of The Valspar
Corporation for the registration of 500,000 shares of its common stock and to
the incorporation by reference therein of our reports dated November 14, 1994,
with respect to the consolidated financial statements of The Valspar Corporation
incorporated by reference in its Annual Report on Form 10-K for the year ended
October 28, 1994, and the related financial statement schedules included therein
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
January 26, 1995
