As filed with the Securities and Exchange Commission on December 10, 1997.
File No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INDUSTRIAL DISTRIBUTION GROUP, INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 58-2299339
------------------------------- -----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2500 Royal Place
Tucker, Georgia 30084
(770) 243-9000
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(Address and Telephone Number of Issuer's Principal Executive Offices)
Industrial Distribution Group, Inc. Amended and Restated
Employee Stock Purchase Plan
----------------------------------------------------------------
(Full Title of the Plans)
Martin S. Pinson
Chairman and Chief Executive Officer
2500 Royal Place
Tucker, Georgia 30084
(770) 243-9000
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(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)
Copies to:
W. Randy Eaddy, Esq.
KILPATRICK STOCKTON LLP
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309-4530
(404) 815-6500
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share <F1> Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <c
Common Stock 500,000 shares $17.47 $8,735,000 $2,576.83
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1>
(1) Determined in accordance with Rule 457(c) under the Securities Act of
1933, based on $17.47, the average of the high and low prices on the New
York Stock Exchange on December 5, 1997.
</FN>
</TABLE>
<PAGE>
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 and are deemed to be a
part hereof from the date of the filing of such documents:
(1) The Registrant's Prospectus dated September 23, 1997,
filed pursuant to Rule 422(b) under the Securities Act
of 1933, as amended (the "Securities Act").
(2) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as
amended (the "Exchange Act"), since the filing of the
Prospectus.
(3) The description of the Common Stock contained in the
Registrant's registration statement on Form 8-A, filed
under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating
such description.
(4) All other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all
securities offered pursuant to this Registration
Statement have been sold or which deregisters all
securities that remain 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
The Registrant's Certificate of Incorporation provides for
indemnification of directors to the full extent permitted by
Delaware law and, to the extent permitted by such law, eliminates
or limits the personal liability of directors to the Registrant
and its stockholders for monetary damages for certain breaches of
fiduciary duty and the duty of care. Such indemnification may be
available for liabilities arising in connection with this
Offering. Insofar as indemnification for liabilities under the
Securities Act may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable. Pursuant to its Certificate of
Incorporation, the Registrant may indemnify its officers,
employees, agents and other persons to the fullest extent
II-1
<PAGE>
permitted by Delaware law. The Registrant's Bylaws obligate the
Registrant, under certain circumstances, to advance expenses to
its directors and officers in defending an action, suit or
proceeding for which indemnification may be sought.
The Registrant's Bylaws also provide that the Registrant
shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or
agent of the Registrant, or who, while a director, officer,
employee or agent, is or was serving as a director, officer,
trustee, general partner, employee or agent of one of the
Registrant's subsidiaries or, at the request of the Registrant,
of any other organization, against any liability asserted against
such person or incurred by such person in any such capacity,
whether the Registrant would have the power to indemnify such
person against such liability under Delaware law. The Registrant
maintains such insurance on behalf of all of its directors and
executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration
Statement are as follows:
Exhibit Number Description
4 Industrial Distribution Group, Inc.
Amended and Restated Employee Stock
Purchase Plan
5 Opinion and Consent of Kilpatrick
Stockton LLP, counsel to the
Registrant
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Miller & Co. LLP
23.3 Consent of Schenck & Associates, SC
23.4 Consent of Baird, Kurtz & Dobson
II-2
<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,
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; (2) that, for the purpose of determining
any liability under the Securities Act, 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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on December 5, 1997.
INDUSTRIAL DISTRIBUTION GROUP, INC.
By: /s/ Martin S. Pinson
Martin S. Pinson
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Martin S. Pinson
and Douglass C. Smith as attorneys-in-fact, having the power of
substitution, for them in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file
the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on December 5, 1997.
/s/ Martin S. Pinson Chief Executive Officer and Chairman of the
MARTIN S. PINSON Board of Directors (Principal Executive
Officer)
/s/ Jack P. Healey Vice Chairman, Chief Financial Officer,
JACK P. HEALEY Secretary and Director (Principal Financial
and Accounting Officer)
/s/ David K. Barth
DAVID K. BARTH Director
/s/ William J. Burkland Director
WILLIAM J. BURKLAND
/s/ William R. Fenoglio Director
WILLIAM R. FENOGLIO
/s/ William T. Parr Director
WILLIAM T. PARR
/s/ George L. Sachs, Jr. Director
GEORGE L. SACHS, JR.
/s/ Richard M. Seigel Director
RICHARD M. SEIGEL
/s/ Andrew B. Shearer Director
ANDREW B. SHEARER
/s/ Douglass C. Smith Director
DOUGLASS C. SMITH
II-4<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
4 Industrial Distribution Group, Inc.
Amended and Restated
Employee Stock Purchase Plan
5 Opinion and Consent of Kilpatrick Stockton
LLP, counsel to the Registrant
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Miller & Co. LLP
23.3 Consent of Schenck & Associates, SC
23.4 Consent of Baird, Kurtz & Dobson
<PAGE>
INDUSTRIAL DISTRIBUTION GROUP, INC.
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
Sec. 1.1 STATEMENT OF PURPOSE. The purpose of the
Industrial Distribution Group, Inc. Employee Stock Purchase Plan
is to provide eligible employees of the Company and its
Subsidiaries, who wish to become stockholders, an opportunity to
purchase Common Stock of the Company. The Board of Directors of
the Company believes that employee participation in ownership
will be to the mutual benefit of both the employees and the
Company.
Sec. 1.2 INTERNAL REVENUE CODE CONSIDERATIONS. The
Plan is intended to constitute an "employee stock purchase plan"
within the meaning of section 423 of the Internal Revenue Code of
1986, as amended.
ARTICLE II
CERTAIN DEFINITIONS
Sec. 2.1 "ADMINISTRATIVE COMMITTEE" or "Stock Purchase
Plan Committee" means the committee appointed by the Board to
administer the Plan, as provided in Section 6.3 hereof.
Sec. 2.2 "BOARD" means the Board of Directors of the
Company.
Sec. 2.3 "CODE" means the Internal Revenue Code of
1986, as amended.
Sec. 2.4 "COMPANY" means Industrial Distribution
Group, Inc., a Delaware corporation.
Sec. 2.5 "COMPENSATION" means the total remuneration
paid, during the period of reference, to an Employee by the
Company, including regular salary or wages, overtime payments,
bonuses, commissions and vacation pay, to which has been added
(a) any elective deferral amounts by which the Employee has had
his or her current remuneration reduced for the purposes of
funding a contribution to any plan sponsored by the Company and
satisfying the requirements of section 401(k) of the Code, and
(b) any amounts by which the Employee's compensation has been
reduced pursuant to a compensation reduction agreement between
the Employee and the Company for the purpose of funding benefits
through any cafeteria plan sponsored by the Company meeting the
requirements of section 125 of the Code. There shall be excluded
from "Compensation" for the purposes of the Plan, whether or not
reportable as income by the Employee, expense reimbursements of
all types, payments in lieu of expenses, the Company
contributions to any qualified retirement plan or other program
of deferred compensation (except as provided above), the Company
contributions to Social Security or worker's compensation, the
costs paid by the Company in connection with fringe benefits and
relocation, including gross-ups, and any amounts accrued for the
benefit of Employee, but not paid, during the period of
reference.<PAGE>
Sec. 2.6 "CONTINUOUS SERVICE" means the period of time
during which the Employee has been employed by the Company or a
Subsidiary and during which there has been no interruption of
Employee's employment by the Company or a Subsidiary. For this
purpose, periods of Excused Absence shall not be considered to be
interruptions of Continuous Service. Continuous Service shall
also include periods of service with the predecessor businesses
of the Company and, at the election of the Company, may include
periods of service with a corporation or other entity acquired by
the Company after the Effective Date.
Sec. 2.7 "EFFECTIVE DATE" shall mean September 30,
1997, if within twelve months of that date, the Plan is or has
been approved at a meeting of the stockholders of the Company by
the affirmative vote of the holders of the majority of Common
Stock of the Company outstanding.
Sec. 2.8 "ELIGIBLE EMPLOYEE" means each person who:
(a) is an Employee whose customary employment is
for more than five months in any calendar year;
(b) has completed at least ninety (90) days of
Continuous Service; and
(c) is not deemed for purposes of section
423(b)(3) of the Code to own stock possessing five percent (5%)
or more of the total combined voting power or value of all
classes of stock of the Company.
Sec. 2.9 "EMPLOYEE" means each person employed by the
Company or a Subsidiary.
Sec. 2.10 "EXCUSED ABSENCE" means absence pursuant to a
leave of absence granted by the Company or any other entity
constituting the Company, absence due to disability or illness,
absence by reason of a layoff, or absence by reason of active
duty in the armed forces of the United States. In no event may
an Excused Absence exceed six (6) months in length (or, if longer
and if applicable, the period of the individual's active duty in
the armed forces of the United States and such period thereafter
as such individual's right to reemployment by the Company is
protected by law), and any absence shall cease to be an Excused
Absence upon the earlier of (a) the last day of the calendar
month in which the duration of the absence reaches six (6) months
or (b) the last day of the calendar month in which the leave
expires by its terms, the layoff ends by recall or permanent
separation from service, or recovery from illness or disability
occurs.
Sec. 2.11 "MARKET VALUE" means, with respect to Stock,
the fair market value of such stock, determined by such methods
or procedures as shall be established from time to time by the
Administrative Committee; provided, however, that if the Stock is
listed on a national securities exchange or quoted in an
interdealer quotation system, the Market Value of such Stock on a
given date shall be based upon the last sale price or, if
unavailable, the average of the closing bid and asked prices per
share of the Stock on such date (or, if there was no trading or
quotation in the Stock on such date, on the next preceding date
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<PAGE>
on which there was trading or quotation) as provided by one of
such organizations.
Sec. 2.12 "OFFERING" means the offering of shares of
Stock under the Plan.
Sec. 2.13 "OFFERING DATE" means the first business day
of each January, April, July, and October during which the Plan
is in effect; provided, however, that the initial Offering Date
("Initial Offering Date") shall be the first business day after
the Effective Date as of which the Administrative Committee
determines that participation in the Plan can be offered to
Eligible Employees.
Sec. 2.14 "PARTICIPANT" means each Eligible Employee
who elects to participate in the Plan.
Sec. 2.15 "PURCHASE DATE" means the last day of each
Purchase Period.
Sec. 2.16 "PLAN" means the Industrial Distribution
Group, Inc. Employee Stock Purchase Plan, as the same is set
forth herein and as the same may hereafter be amended.
Sec. 2.17 "PURCHASE AGREEMENT" means the document
prescribed by the Administrative Committee pursuant to which an
Eligible Employee has enrolled to be a Participant.
Sec. 2.18 "PURCHASE PERIOD" means the calendar quarter
beginning each January 1, April 1, July 1, and October 1,
provided that the initial Purchase Period ("Initial Purchase
Period") shall be the short period beginning on the Initial
Offering Date and ending on December 31, 1997.
Sec. 2.19 "PURCHASE PRICE" means such term as it is
defined in Section 4.3 hereof.
Sec. 2.20 "STOCK" means the Common Stock, $.01 par
value per share, of the Company.
Sec. 2.21 "STOCK PURCHASE ACCOUNT" means a non-interest
bearing account consisting of all amounts withheld from an
Employee's Compensation (or otherwise paid into the Plan) for the
purpose of purchasing shares of Stock for such Employee under the
Plan, reduced by all amounts applied to the purchase of Stock for
such Employee under the Plan.
Sec. 2.22 "SUBSIDIARY" shall mean a corporation
described in section 424(f) of the Code that has, with the
permission of the Board, adopted the Plan. The participating
Subsidiaries on the Effective Date are listed on Schedule A
attached hereto.
3
<PAGE>
ARTICLE III
ADMISSION TO PARTICIPATION
Sec. 3.1 INITIAL PARTICIPATION. Only Eligible
Employees may participate in the Plan. Any Eligible Employee may
elect to be a Participant and may become a Participant by
executing and filing with the Administrative Committee a Purchase
Agreement at such time in advance and on such forms as prescribed
by the Administrative Committee. The effective date of an
Eligible Employee's participation shall be the Offering Date next
following the date on which the Administrative Committee receives
from the Eligible Employee a properly executed and timely filed
Purchase Agreement; provided, however, that the Initial Offering
Date may precede receipt of the Eligible Employee's Purchase
Agreement. Participation in the Plan will continue automatically
from one Purchase Period to another unless notice is given
pursuant to Section 3.2.
Sec. 3.2 VOLUNTARY DISCONTINUANCE OF PARTICIPATION.
Any Participant may voluntarily withdraw from the Plan by filing
a Notice of Withdrawal with the Administrative Committee at such
time in advance as the Administrative Committee may specify.
Upon such withdrawal, there shall be paid to the Participant the
amount, if any, standing to his or her credit in his or her Stock
Purchase Account. The delivery of certificates representing the
shares of Stock held for such Participant under the Plan shall be
handled in the manner provided in Section 4.7.
Sec. 3.3 INVOLUNTARY DISCONTINUANCE OF PARTICIPATION.
If a Participant ceases to be an Eligible Employee, the entire
amount, if any, standing to the Participant's credit in his or
her Stock Purchase Account shall be refunded to him or her.
Notwithstanding the foregoing, should a Participant cease to be
an Eligible Employee (as a result of the restrictions in Section
2.8(c)) by reason of being granted an option to purchase Stock
under a stock option plan maintained by the Company, such
Participant may continue to participate only through the end of
the Purchase Period during which such option was granted. The
delivery of certificates representing the shares of Stock held
for such Participant under the Plan shall be handled in the
manner provided in Section 4.7.
Sec. 3.4 READMISSION TO PARTICIPATION. Any Eligible
Employee who has previously been a Participant, who has
discontinued participation, and who wishes to be reinstated as a
Participant may again become a Participant for any subsequent
Purchase Period by executing and filing with the Administrative
Committee, at such time in advance as the Administrative
Committee shall determine, a new Purchase Agreement on forms
provided by the Administrative Committee. Reinstatement to
Participant status shall be effective as of the Offering Date
next following the date on which the Administrative Committee
receives from the Eligible Employee the properly executed and
timely filed Purchase Agreement.
4
<PAGE>
ARTICLE IV
STOCK PURCHASE
Sec. 4.1 RESERVATION OF SHARES. There shall be
500,000 shares of Stock reserved for the Plan, subject to
adjustment in accordance with the antidilution provisions
hereinafter set forth. Except as provided in Section 5.2 hereof,
the aggregate number of shares that may be purchased under the
Plan shall not exceed the number of shares reserved for the Plan.
Shares of Stock issued pursuant to the Plan may be either
unissued shares of Stock, or shares of Stock acquired in the
market or directly from shareholders.
Sec. 4.2 LIMITATION ON SHARES AVAILABLE. Subject to
the limit in Section 4.4(c) and the other limitations set forth
in the Plan, the maximum number of shares of Stock that may be
purchased for each Participant on a Purchaser Date is the lesser
of (a) the number of shares of Stock that can be purchased by
applying the full balance of his Stock Purchase Account to such
purchase of shares at the Purchase Price (as hereinafter
determined), or (b) the number of shares of Stock that would not
cause the Participant to exceed the limit of Section 2.8(c), or
(c) an amount equal to 10% of the Participant's expected Purchase
Period Compensation divided by 85% of the Market Value of the
Stock on the Offering Date. A Participant's expected Purchase
Period Compensation shall be determined by multiplying his normal
hourly or weekly rate of Compensation (as in effect on the last
day prior to such Offering Date) by the number of regularly
scheduled hours or weeks of work for such Participant during the
Purchase Period; provided, however, for the Initial Purchase
Period only, the limitation in (c) above shall be increased to an
amount equal to 10% of the Participant's expected annualized
Compensation divided by 85% of the Market Value of the Stock on
the Initial Offering Date, where expected annualized Compensation
shall be determined using the Compensation rate in effect on the
last day prior to the Initial Offering Date. Any portion of a
Participant's Stock Purchase Account that cannot be applied by
reason of the foregoing limitation shall remain in the
Participant's Stock Purchase Account for application to the
purchase of Stock on the next Offering Date (unless withdrawn
before such next Offering Date).
Sec. 4.3 PURCHASE PRICE OF SHARES. The Purchase Price
per share of the Stock purchased for Participants pursuant to any
Offering shall be the sum of (a) eighty-five percent (85%) of the
Market Value of such share on the Offering Date on which such
Offering commences or on the Purchase Date on which such Offering
expires, whichever is lower, and (b) any transfer, excise, or
similar tax imposed on the transaction pursuant to which such
share of Stock is purchased. If the Purchase Date with respect to
the purchase of Stock is a day on which the stock is selling ex-
dividend but is on or before the record date for such dividend,
then for Plan purposes the Purchase Price per share will be
increased by an amount equal to the dividend per share. In no
event shall the Purchase Price be less than the par value of the
Stock.
5
<PAGE>
Sec. 4.4 EXERCISE OF PURCHASE PRIVILEGE.
(a) Subject to the provisions of Section 4.2
above, if on the date of the last paycheck of a Participant
issued prior to any Purchase Date (or, for the Initial Purchase
Period, the date when any direct payment must be made), there is
a credit balance in the Participant's Stock Purchase Account,
there shall be purchased for the Participant at the Purchase
Price for the Purchase Period that expires on such Purchase Date
the largest number of whole shares of Stock that can be purchased
with the entire amount standing to the Participant's credit in
his or her Stock Purchase Account on such paycheck issue date (or
direct payment date). Each such purchase shall be deemed to have
occurred on the Purchase Date occurring at the close of the
Offering for which the purchase was made.
(b) Any amount remaining in the Stock Purchase
Account on the Purchase Date after the purchase of the maximum
number of whole shares shall remain in the Stock Purchase Account
to the credit of the Participant and applied to purchase
additional shares of Stock for such Participant on subsequent
Purchase Dates.
(c) Notwithstanding anything contained herein to
the contrary, (i) a Participant may not during any calendar year
purchase shares of Stock having an aggregate Market Value,
determined at the time of each Offering Date during such calendar
year, of more than $25,000, and (ii) all rights to purchase Stock
offered on an Offering Date must be exercised within five
yearstwenty-seven (27) months of such Offering Date.
Sec. 4.5 ESTABLISHMENT OF STOCK PURCHASE ACCOUNT.
Each Participant shall authorize payroll deductions from
Compensation for the purposes of funding his or her Stock
Purchase Account. In the Purchase Agreement, each Participant
shall authorize a deduction from each payment of his or her
Compensation during a Purchase Period, which deduction shall be
not less than one percent (1%) nor more than ten percent (10%) of
the gross amount of such payment, subject to Section 4.4(c);
provided, however, for the Initial Purchase Period beginning on
or after the Effective Date, a Participant can authorize payroll
deductions up to a total of 10% of annualized Compensation
(determined in the manner provided in Section 4.2 and subject to
any withholding limitations), but in no event more than the
amount of such payment. Subject to Section 3.2, a Participant
may not reduce or increase his or her payroll deduction rate
during any Purchase Period. However, a Participant may change
the deduction to any permissible level for any subsequent
Purchase Period by filing notice thereof at such time preceding
the Offering Date on which such subsequent Purchase Period
commences as the Administrative Committee shall determine. In
addition to payroll deductions, the Administrative Committee may
allow for the Initial Purchase Period, in its sole discretion and
subject to such terms and procedural requirements as it may
establish, for the delivery of payments by Participants directly
to the Administrative Committee or its designee.
Sec. 4.6 PAYMENT FOR STOCK. The Purchase Price for all
shares of Stock purchased for a Participant under the Plan shall
be paid out of the Participant's Stock Purchase Account. As of
each Purchase Date, the entire amount standing to the credit of
each Participant in his or her Stock Purchase Account on such
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<PAGE>
Purchase Date shall be charged with the aggregate Purchase Price
of the shares of Stock purchased for such Participant on the
Purchase Date. No interest shall be paid or payable with respect
to any amount held in a Participant's Stock Purchase Account.
Sec. 4.7 SHARE OWNERSHIP; ISSUANCE OF CERTIFICATES.
(a) The shares purchased for a Participant on a
Purchase Date shall, for all purposes, be deemed to have been
issued and/or sold at the close of business on such Purchase
Date. Prior to that time, none of the rights or privileges of a
stockholder of the Company shall inure to the Participant with
respect to such shares. All the shares of Stock purchased under
the Plan shall be delivered by the Company in a manner as
determined by the Administrative Committee in accordance with
Section 4.7(b).
(b) The Administrative Committee, in its sole
discretion, may determine that the shares of Stock shall be
delivered by the Company (i) by periodically issuing and
delivering to the Participant a certificate for the number of
whole shares of Stock purchased for such Participant on a
Purchase Date or during a calendar year, or (ii) by issuing and
delivering a certificate or certificates for the number of shares
of Stock purchased for all Participants on a Purchase Date or
during a calendar year to a member firm of the New York Stock
Exchange which is also a member of the National Association of
Securities Dealers, Inc., as selected by the Administrative
Committee from time to time, which shares shall be maintained by
such member firm in separate accounts for each Participant, or
(iii) by issuing and delivering a certificate or certificates for
the number of shares of Stock purchased for all Participants on a
Purchase Date or during the calendar year to a bank or trust
company or affiliate thereof, as selected by the Administrative
Committee from time to time, which shares shall be maintained by
such bank or trust company or affiliate in separate accounts for
each Participant or, if any Participant designates on his or her
Purchase Agreement, in his or her name jointly with his or her
spouse, with right of survivorship. A Participant who is a
resident of a jurisdiction that does not recognize such joint
tenancy may have a certificate or account in his or her name as
tenant in common with his or her spouse, without right of
survivorship. Such designation may be changed by filing a notice
thereof signed by the Participant and his or her spouse. Such
spouse shall be bound by all of the terms and conditions of the
Plan as if such spouse were a Participant.
Sec. 4.8 RESTRICTIONS ON RESALE. Stock acquired under
the Plan may not be sold or otherwise disposed of for at least
one year after the Purchase Date on which the shares were
acquired, except in the case of death or disability.
ARTICLE V
SPECIAL ADJUSTMENTS
Sec. 5.1 SHARES UNAVAILABLE. If, on any Exercise
Date, the aggregate funds available for the purchase of Stock
would purchase a number of shares in excess of the number of
shares then available for purchase under the Plan, the following
events shall occur:
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(a) The number of shares that would otherwise be
purchased for each Participant shall be proportionately reduced
on the Purchase Date in order to eliminate such excess;
(b) The Plan shall automatically terminate
immediately after the Purchase Date as of which the supply of
available shares is exhausted; and
(c) Any amounts remaining in the respective Stock
Purchase Accounts of the Participants shall be repaid to such
Participants.
Sec. 5.2 ANTIDILUTION PROVISIONS. The aggregate
number of shares of Stock reserved for purchase under the Plan,
as hereinabove provided, and the calculation of the Purchase
Price per share may be appropriately adjusted to reflect any
increase or decrease in the number of issued shares of Stock
resulting from a recapitalization, reclassification, stock split-
up, stock dividend, combination of shares, or transaction having
similar effect. Any such adjustment shall be made by the
Administrative Committee acting with the consent of, and subject
to the approval of, the Board.
Sec. 5.3 EFFECT OF CERTAIN TRANSACTIONS. Subject to
any required action by the stockholders, if the Company shall be
the surviving or resulting corporation in any merger or
consolidation, or if the Company shall be merged for the purpose
of changing the jurisdiction of its incorporation, any Offering
hereunder shall pertain to and apply to the shares of stock of
the Company or the survivor. However, in the event of a
dissolution or liquidation of the Company, or of a merger or
consolidation in which the Company is not the surviving or
resulting corporation, the Plan and any Offering hereunder shall
terminate upon the effective date of such dissolution,
liquidation, merger, or consolidation, and the balance then
standing to the credit of each Participant in his or her Stock
Purchase Account shall be returned to him or her.
ARTICLE VI
MISCELLANEOUS
Sec. 6.1 NONALIENATION. The right to purchase shares
of Stock under the Plan is personal to the Participant, is
exercisable only by the Participant during his or her lifetime
except as hereinafter set forth, and may not be assigned or
otherwise transferred by the Participant. Notwithstanding the
foregoing, there shall be delivered to the executor,
administrator, or other personal representative of a deceased
Participant such shares of Stock and such residual balance as may
remain in the Participant's Stock Purchase Account as of the date
the Participant's death occurs. However, such representative
shall be bound by the terms and conditions of the Plan as if such
representative were a Participant.
Sec. 6.2 ADMINISTRATIVE COSTS. Other than any
transfer, excise, or similar taxes imposed on the transaction
pursuant to which any shares of Stock are purchased, the Company
or a Subsidiary shall pay all administrative expenses associated
with the operation of the Plan.
Sec. 6.3 COLLECTION OF TAXES. The Company shall be
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entitled to require any Participant to remit, through payroll
withholding or otherwise, any tax that it determines it is so
obligated to collect with respect to the issuance of Stock
hereunder, or the subsequent sale or disposition of such Stock,
and the Administrative Committee shall institute such mechanisms
as shall insure the collection of such taxes.
Sec. 6.4 ADMINISTRATIVE COMMITTEE. The Compensation
Committee of the Board shall appoint an Administrative Committee,
which shall have the authority and power to administer the Plan
and to make, adopt, construe, and enforce rules and regulations
not inconsistent with the provisions of the Plan. The
Administrative Committee shall adopt and prescribe the contents
of all forms required in connection with the administration of
the Plan, including, but not limited to, the Purchase Agreement,
payroll withholding authorizations, withdrawal documents, and all
other notices required hereunder. The Administrative Committee
shall have the fullest discretion permissible under law in the
discharge of its duties. The Administrative Committee's
interpretations and decisions in respect of the Plan, the rules
and regulations pursuant to which it is operated, and the rights
of Participants hereunder shall be final and conclusive.
Sec. 6.5 AMENDMENT OF THE PLAN. The Board may amend
the Plan without the consent of stockholders or Participants,
except that any such action shall be subject to the approval of
the Company's stockholders at or before the next annual meeting
of stockholders for which the record date is set after such Board
action if such stockholder approval is required by any federal or
state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed
or quoted, and the Board may otherwise in its discretion
determine to submit other such changes to the Plan to
stockholders for approval; provided, however, that no such action
may (i) without the consent of an affected Participant,
materially impair the rights of such Participant with respect to
any shares of Stock theretofore purchased for him or her under
the Plan, or (ii) disqualify the Plan under section 423 of the
Code.
Sec. 6.6 TERMINATION OF THE PLAN. Subject to Section
5.1, the Plan shall continue in effect unless terminated pursuant
to action by the Board, which shall have the right to terminate
the Plan at any time without prior notice to any Participant and
without liability to any Participant. Upon the termination of the
Plan, the balance, if any, then standing to the credit of each
Participant in his or her Stock Purchase Account shall be
refunded to him or her and the certificates representing the
shares of Stock shall be handled in the manner provided in
Section 4.7.
Sec. 6.7 REPURCHASE OF STOCK. The Company shall not
be required to purchase or repurchase from any Participant any of
the shares of Stock that the Participant acquired under the Plan.
Sec. 6.8 NOTICE. A Purchase Agreement and any notice
that a Participant files pursuant to the Plan shall be on the
form prescribed by the Administrative Committee and shall be
effective only when received by the Administrative Committee.
Delivery of such forms may be made by hand or by certified mail,
sent postage prepaid, to Industrial Distribution Group, Inc.,
2500 Royal Place, Tucker, Georgia 30084, Attention: Stock
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Purchase Plan Committee. Delivery by any other mechanism shall be
deemed effective at the discretion of the Administrative
Committee.
Sec. 6.9 GOVERNMENT REGULATION. The Company's
obligation to sell and to deliver the Stock under the Plan is at
all times subject to all approvals of any governmental authority
required in connection with the authorization, issuance, sale, or
delivery of such Stock.
Sec. 6.10 HEADINGS, CAPTIONS, GENDER. The headings and
captions herein are for convenience of reference only and shall
not be considered as part of the text. The masculine shall
include the feminine, and vice versa.
Sec. 6.11 SEVERABILITY OF PROVISIONS; PREVAILING LAW.
The provisions of the Plan shall be deemed severable. If any
such provision is determined to be unlawful or unenforceable by a
court of competent jurisdiction or by reason of a change in an
applicable statute, the Plan shall continue to exist as though
such provision had never been included therein (or, in the case
of a change in an applicable statute, had been deleted as of the
date of such change). The Plan shall be governed by the laws of
the State of Delaware, to the extent such laws are not in
conflict with, or superseded by, federal law.
AS APPROVED, AS AMENDED AND RESTATED, ON DECEMBER 10, 1997.
INDUSTRIAL DISTRIBUTION GROUP, INC.
By:____________________________________
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SCHEDULE A
PARTICIPATING SUBSIDIARIES
Associated Suppliers, Inc.
B & J Industrial Supply Company
Cramer Industrial Supplies, Inc.
Grinding Supplies Company
J.J. Stangel Co.
Shearer Industrial Supply Co.
Slater Industrial Supply, Inc.
The Distribution Group, Inc.
Tri-Star Industrial Supply, Inc.
Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
Exhibit 5
December 5, 1997
Industrial Distribution Group, Inc.
2500 Royal Place
Tucker, Georgia 30084
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for Industrial Distribution Group,
Inc., a Delaware corporation (the "Company"), in the preparation of
the Form S-8 Registration Statement relating to the Company's
Employee Stock Purchase Plan and the proposed offer and sale of up
to 500,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), pursuant thereto.
In such capacity, we have examined certificates of public
officials and originals or copies of such corporate records,
documents, and other instruments relating to the authorization of
the Plan and the authorization and issuance of the shares of Common
Stock as we have deemed relevant under the circumstances.
Based on and subject to the foregoing, it is our opinion that
the Plan and the proposed offer and sale thereunder of up to 500,000
shares of Common Stock have been duly authorized by the Board of
Directors of the Company, and that the shares, when issued in
accordance with the terms and conditions of the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to said Registration Statement.
Sincerely,
KILPATRICK STOCKTON LLP
By: /s/ W. Randy Eaddy
W. Randy Eaddy, a partner
ACCOUNTANT'S CONSENT
Exhibit 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of
the reports included in Industrial Distribution Group, Inc.'s
Registration Statement on Form S-1 dated September 23, 1997:
Report Date Entity
May 23, 1997 Industrial Distribution Group, Inc.
(Predecessor)
May 1, 1997 Associated Suppliers, Inc.
April 24, 1997 B&J Industrial Supply Company
June 20, 1997 Cramer Industrial Supplies, Inc.
August 26, 1997 Industrial Distribution Group, Inc.,
and to all references to our firm included in or made a part of this
Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
December 8, 1997
ACCOUNTANT'S CONSENT
Exhibit 23.2
CONSENT OF MILLER & CO. LLP
As independent certified public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on Form S-8
of our report dated February 21, 1997 included in Industrial Distribution
Group, Inc.'s Registration Statement on Form S-1 dated September 23, 1997
and to all references to our Firm included in or made a part of this
Registration Statement.
/s/ Miller & Co. LLP
York, Pennsylvania
December 8, 1997
ACCOUNTANT'S CONSENT
Exhibit 23.3
CONSENT OF SCHENCK & ASSOCIATES, SC
As independent certified public accountants for J.J. Stangel
Company, we hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 27, 1997
included in Industrial Distribution Group, Inc.'s Registration Statement
on Form S-1 dated September 23, 1997 and to all references to our firm
included in or made a part of this Registration Statement. This consent
is specifically restricted to the September 30, 1996 audited financial
statements of J.J. Stangel Company.
/s/ Schenck & Associates, SC
Green Bay, Wisconsin
December 8, 1997
ACCOUNTANT'S CONSENT
Exhibit 23.4
CONSENT OF BAIRD, KURTZ & DOBSON
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of
our audit report respecting the financial statements of Tri-Star
Industrial Supply, Inc., at and for the years ended September 30, 1996
and 1995, included in Industrial Distribution Group, Inc.'s Registration
Statement on Form S-1 dated September 23, 1997 and to the references to
our firm in such registration statement.
/s/ Baird, Kurtz & Dobson
St. Louis, Missouri
December 8, 1997
