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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1997
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEADOWCRAFT, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 2500 63-0891252
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or organization) Industrial Classification Code Number) Identification Number)
1401 MEADOWCRAFT ROAD
BIRMINGHAM, ALABAMA 35215
(205) 853-2220
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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WILLIAM J. MCCANNA
PRESIDENT
MEADOWCRAFT, INC.
1401 MEADOWCRAFT ROAD
BIRMINGHAM, ALABAMA 35215
(205) 853-2220
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of Communications To:
JOHN H. COOPER, ESQ. JAMES C. SCOVILLE, ESQ.U
SIROTE & PERMUTT, P.C. DEBEVOISE & PLIMPTON
2222 ARLINGTON AVENUE SOUTH 875 THIRD AVENUE
BIRMINGHAM, ALABAMA 35255-5727 NEW YORK, NEW YORK 10022
TEL: (205) 930-5108 TEL: (212) 909-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [x] 333-33053
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED UNIT(2) PRICE(1)(2)
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Common Stock, par value
$.01 per share 115,000 $13.00 $1,495,000 $453.00
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(1) Includes 15,000 shares that may be purchased by the Underwriters to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933.
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EXPLANATORY NOTE
This Registraiton Statement is being filed by Meadowcraft, Inc. (the
"Company") pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and includes the Registration Statement facing page, this page, the
signature page, an exhibit index, an opinion of counsel regarding legality of
the shares of Common Stock being offered hereby and a related consent, and an
accountants' consent. The Company hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registraton Statement on
Form S-1 (File No. 333-33053), as amended (including the exhibits thereto),
declared effective on November 24, 1997 by the Securities and Exchange
Commission (the "Commission").
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has
instructed its bank to transmit to the Commission the filing fee set forth on
the cover page of this Registration Statement by a wire transfer of such amount
to the Commission's account at Mellon Bank as soon as practicable (but no later
than the close of business on November 26, 1997), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee and (iv) it will confirm receipt of such
instructions by its bank during regular business hours on November 26, 1997.
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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 Birmingham, State of Alabama, on the 25th day of November, 1997.
MEADOWCRAFT, INC.
By: /S/ William J. McCanna
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William J. McCanna
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
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Signature Title Date
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* Chairman of the Board of Directors November 25, 1997
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Samuel R. Blount
/s/ William J. McCanna President and Director November 25, 1997
- ---------------------------------------- (Principal Executive Officer)
William J. McCanna
* Vice President of Finance, November 25, 1997
- ---------------------------------------- Chief Financial Officer and Secretary
Steven C. Braswell (Principal Financial and Accounting Officer)
*By: /s/ William J. McCanna
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William J. McCanna
President
Power of Attorney
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2
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EXHIBIT INDEX
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Exhibit
Number Description
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5.1 Opinion of Sirote & Permutt, P.C. regarding legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Sirote & Permutt, P.C. (included in Exhibit 5 above)
24 Powers of Attorney (filed as part of the Registration Statement on Form S-1 of the Company (File
No. 333-33053) and incorporated herein by reference)
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EXHIBIT 5.1
(205) 930-5108
November 25, 1997
Meadowcraft, Inc.
1401 Meadowcraft Road
Birmingham, Alabama 35215
Re: Registration Statement on Form S-1
Pursuant to Rule 462(b) of the
Securities Act of 1933
Gentlemen:
We have acted as your counsel in connection with the preparation of a
registration statement on Form S-1 filed with the Securities and Exchange
Commission (the "Commission") on November 25, 1997 pursuant to Rule 462(b) of
the Securities Act of 1933, as amended, (the "Registration Statement"), in
connection with the registration of up to 115,000 additional shares of Common
Stock, $.01 par value (the "Shares"), of Meadowcraft, Inc., a Delaware
corporation (the "Company"), which are to be sold to the underwriters
represented by A.G. Edwards & Sons, Inc. (the "Representative"), pursuant to the
Underwriting Agreement between the Company and the Representative (the
"Underwriting Agreement") filed as Exhibit 1 to the Registration Statement on
Form S-1 filed with the Commission on August 7, 1997, as subsequently amended.
In connection with this opinion, we have examined and relied upon such
records, documents and other instruments as in our judgment are necessary and
appropriate in order to express the opinions hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and delivered in the manner and on the terms described in the
Registration Statement and the Underwriting Agreement, will be duly authorized,
validly issued, fully paid and non-assessable.
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Meadowcraft, Inc.
November 25, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the reference to us under the
caption "Legal Matters" in the prospectus included in the Registration
Statement.
Very truly yours,
SIROTE & PERMUTT, P.C.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
dated August 22, 1997 and to all references to our Firm included in or made a
part of this Registration Statement.
/s/ Arthur Andersen LLP
Birmingham, Alabama
November 25, 1997
