As filed with the Securities and Exchange Commission on May 7, 1999.
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)
950 E. Paces Ferry Road
Suite 1575
Atlanta, Georgia 30326
(404) 949-2100
- ----------------------------------------------------------------------
(Address and Telephone Number of Issuer's Principal Executive Offices)
Industrial Distribution Group, Inc. Management Incentive Program
----------------------------------------------------------------
(Full Title of the Plan)
Jack P. Healey
Senior Vice President and Chief Financial Officer
950 E. Paces Ferry Road
Suite 1575
Atlanta, Georgia 30326
(404) 949-2100
- -------------------------------------------------------------------------------
(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
- ----------------------------------------------------------------------------------------------------------------------------------
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 250,000 shares <F2> $1,523,438 $1,523,438 $424
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Determined in accordance with Rule 457(c) under the Securities Act
of 1933, based on $6.09375, the average of the high and low prices on
the New York Stock Exchange on May 3, 1999.
<F2> Pursuant to Rule 416, this Registration Statement shall be deemed
to cover any additional securities to be offered or issued from stock
splits, stock dividends, or similar transactions.
</FN>
</TABLE>
<PAGE>
<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 (the "Registration Statement") and
are deemed to be a part hereof from the date of the filing of such
documents:
(1) The Registrant's Form 10-K dated March 31, 1999 and Form 8-
K/A dated August 18, 1998 (Commission File Number 000-
13195).
(2) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since December 31,
1998.
(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 of 1933 (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
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.
II-1
<PAGE>
<PAG>
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.
Management Incentive Program (filed as
Exhibit 10.14 of the Company's Annual
Report on Form 10-K (File No. 001-13195)
on March 31, 1999 is hereby incorporated
by reference)
5 Opinion and Consent of Kilpatrick
Stockton LLP, counsel to the Registrant
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included in the
Signature Page of this Registration
Statement)
II-2
<PAGE>
<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>
<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 this 6th day of May, 1999.
INDUSTRIAL DISTRIBUTION GROUP, INC.
By: /s/ Richard M. Seigel
Richard M. Seigel
Chairman of the Board and Acting Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Seigel and Jack P.
Healey 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 May 6, 1999.
/s/ Richard M. Seigel Chairman of the Board and Acting
Richard M. Seigel Chief Executive Officer and
President (Principal Executive
Officer)
/s/ Jack P. Healey Senior Vice President, Chief
Jack P. Healey Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
/s/ David K. Barth Director
David K. Barth
/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/ Andrew B. Shearer Director
Andrew B. Shearer
/s/ Douglass C. Smith Director
Douglass C. Smith
II-4<PAGE>
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
- -------------- -----------
4 Industrial Distribution Group, Inc.
Management Incentive Program (filed as
Exhibit 10.14 of the Company's Annual
Report on Form 10-K (File No. 001-13195)
on March 31, 1999 is hereby incorporated
by reference)
5 Opinion and Consent of Kilpatrick
Stockton LLP, counsel to the Registrant
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included in the
Signature Page of this Registration
Statement)
Exhibit 5
KILPATRICK STOCKTON LLP Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
Web site: www.kilstock.com
May 6, 1999
Industrial Distribution Group, Inc.
950 E. Paces Ferry Road
Suite 1575
Atlanta, Georgia 30326
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 Management
Incentive Program (the "Plan") and the proposed award of up to 250,000
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 award thereunder of up to 250,000 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.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to
said Registration Statement.
KILPATRICK STOCKTON LLP
By: /s/ Jan M. Davidson
Jan M. Davidson, a partner
<PAGE>
ACCOUNTANT'S CONSENT
Exhibit 23
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated February 12, 1999 included in Industrial Distribution
Group, Inc.'s (the "Company") Form 10-K for the year ended December
31, 1998 and of our report dated July 24, 1998 included in the
Company's Form 8-K/A dated August 18, 1998 and to all references to
our firm included in or made a part of this Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
May 3, 1999
