As filed with the Securities and Exchange Commission on September 7, 2000.
Registration No. __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
CONRAD INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 72-1416999
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1501 FRONT STREET
P. O. BOX 790
MORGAN CITY, LA 70381
(ADDRESS, INCLUDING ZIP CODE, OF
PRINCIPAL EXECUTIVE OFFICES)
CONRAD INDUSTRIES, INC. AMENDED AND RESTATED 1998 STOCK PLAN
(FULL TITLE OF THE PLAN)
__________
WILLIAM H. HIDALGO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONRAD INDUSTRIES, INC.
1501 FRONT STREET
P. O. BOX 790
MORGAN CITY, LA 70381
(504) 384-3060
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
DIONNE M. ROUSSEAU
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum Proposed
offering maximum
Amount price aggregate Amount of
Title of securities to be per offering registration
to be registered registered(1) share price fee
<S> <C> <C> <C> <C>
Common Stock 542,100 Shares $6.52(2) $3,536,258(2) $ 933(2)
($.01 par value per share) 407,900 Shares $9.59(3) $3,911,761(3) $1,033(3)
------- ---------- ------
950,000 $7,448,019 $1,966
========== ======
</TABLE>
___________________
(1)Upon a stock split, stock dividend or similar transaction in the future and
during the effectiveness of this Registration Statement involving Common
Stock of the Company, the number of shares registered shall be automatically
increased to cover the additional shares in accordance with Rule 416(a)
under the Securities Act of 1933.
(2)Computed in accordance with Rule 457(h)(1) under the Securities Act of 1933,
based on the price at which outstanding options granted under the Plans may
be exercised.
(3)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on The
Nasdaq Stock Market, Inc. on August 31, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Conrad Industries,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000, filed pursuant to Section 13 of the Exchange
Act;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000, filed pursuant to Section 13 of the Exchange
Act;
(d) The description of the Common Stock of the Company included in
Item 1 of the Company's Registration Statement on Form 8-A dated May 13,
1998, filed under the Exchange Act, incorporated by reference from the
description set forth under the captions "Summary" and "Description of
Capital Stock" in the prospectus forming part of the Company's Registration
Statement on Form S-1, Registration No. 333-49773 filed under the
Securities Act of 1933.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a post-
effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold shall, except
to the extent otherwise provided by Regulation S-K or any other rule
promulgated by the Commission, be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been made to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a)
and (b) of Section 145 in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and empowers
the corporation to purchase and maintain insurance on behalf of a director
or officer of the corporation against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breath of
fiduciary duty as a director provided that such provision shall not
eliminate or limit the liability of a director (i) for any breath of the
director's duty of loyalty to the corporation of its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit.
Article Ninth of the Company's Charter states that:
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty by such director as a director; PROVIDED, HOWEVER, that this
Article Ninth shall not eliminate or limit the liability of a director to
the extent provided by applicable law (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction from
which the director derived an improper personal benefit. No amendment to
or repeal of this Article Ninth shall apply to, or have any effect on, the
liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to
such amendment or repeal. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law of the State of Delaware,
as so amended.
In addition, Article VI if the Company's Bylaws further provides that
the Company shall indemnify its officers, directors and employees to the
fullest extent permitted by law.
The Company has entered into indemnification agreements with each of
its executive officers and directors.
The Company has in effect a directors' and officers' liability
insurance policy that provides for indemnification of its officers and
directors against losses arising from claims asserted against them in their
capacities as officers and directors, subject to limitations and conditions
set forth in such policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Specimen Common Stock Certificate (filed as Exhibit 4 to the
Company's Registration Statement on Form 8-A and incorporated by
reference herein).
4.2 Registration Rights Agreement by and among Conrad Industries,
Inc., J. Parker Conrad, John P. Conrad, Jr., Katherine C. Court,
The John P. Conrad, Jr. Trust, The Danial T. Conrad Trust, The
Glen Alan Conrad Trust, The Kenneth C. Conrad Trust, The
Katherine C. Court Trust, The James P. Conrad Trust, William H.
Hidalgo, and Cecil A. Hernandez (filed as Exhibit 4.2 to the
Company's Annual Report on Form 10-K for year ended December 31,
1998 and incorporated by reference herein).
4.3 Registration Rights Agreement between Conrad Industries, Inc. and
Morgan Keegan & Company, Inc. (filed as Exhibit 4.3 to the
Company's Annual Report on Form10-K for year ended December 31,
1998 and incorporated by reference herein).
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
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 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.
(b) 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
(c) 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 proceedings) 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 of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Morgan City, Louisiana, on September 7, 2000.
CONRAD INDUSTRIES, INC.
By: /S/ WILLIAM H. HIDALGO
William H. Hidalgo
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints William H. Hidalgo and Cecil A.
Hernandez, or either one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective 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
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ J. PARKER CONRAD Co-Chairman of September 7, 2000
J. Parker Conrad the Board
/S/ JOHN P. CONRAD, JR. Co-Chairman of September 7, 2000
John P. Conrad, Jr. the Board
/S/ WILLIAM H. HIDALGO President, Chief September 7, 2000
William H. Hidalgo Executive
(Principal Executive Officer) Officer and a
Director
/S/ CECIL A. HERNANDEZ Vice President- September 7, 2000
Cecil A. Hernandez Finance and
(Principal Financial and Administration,
Accounting Officer) Chief Financial
Officer
and a Director
/S/ MICHAEL J. HARRIS Director September 7, 2000
Michael J. Harris
/S/ LOUIS J. MICHOT, JR. Director September 7, 2000
Louis J. Michot, Jr.
/S/ RICHARD E. ROBERSON, JR. Director September 7, 2000
Richard E. Roberson, Jr.
</TABLE>
