As filed on September 18, 1997, Registration Statement No-333-32515
SECURITIES AND EXCHANGE COMMISSION
PRE-EFFECTIVE AMENDMENT NO.1 TO
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WILLIAMS INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)
54-0899518
(I.R.S. Employer Identification Number)
2849 Meadow View Road, Falls Church, Virginia 22042 (703)560-5196
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Mark E. Borton
104 Shore Drive, Longwood, FL 32779 (407) 786-0497
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
This registration statement shall hereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or on
such date as the Commission acting pursuant to said Section 8(a),
may determine.
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
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, other than securities offered
only in connection with dividend or reinvestment plans, check the
following box. [X]
<PAGE>
WILLIAMS INDUSTRIES, INCORPORATED
1,080,294 SHARES OF COMMON STOCK, $0.10 PAR VALUE
All of the shares offered by this Prospectus are being
offered for the account of selling shareholders. The Company's
Common Stock is not listed on any stock exchange, but is traded
on the securities dealers' "Over-the-Counter Bulletin Boards."
The Company intends to apply for reinstatement on the NASDAQ
Small Cap Market at such time as it may meet the requirements
of that system.
The selling shareholders anticipate that the shares will be
sold from time to time on the over-the-counter market at then
prevailing market prices, with payment by the selling sharehold-
ers of normal and customary brokerage commissions. It is possi-
ble, however, that some or all of the shares, particularly the
larger blocks, may be sold in negotiated transactions at prices
differing from the market price. The offering will continue
until all shares are sold or until, in the opinion of securities
counsel to the Company, the shares may be freely traded under an
exemption from the registration requirements of the Securities
Act of 1933 and any applicable state securities statutes.
RISK FACTORS
REFER TO THE SECTION TITLED "RISK FACTORS" ON PAGE 1 OF THE
PROSPECTUS FOR INFORMATION ABOUT RISKS INVOLVED IN A PURCHASE OF
THESE SHARES, INCLUDING THE LARGE LOSSES SUFFERED BY THE COMPANY
DURING THE FOUR FISCAL YEARS ENDED JULY 31, 1994 AND THE EFFECT
OF SUCH LOSSES ON THE COMPANY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
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 September 18, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files
reports and other information with the Securities and Exchange
Commission. Those reports and other information (including proxy
statements and information statements filed under the Commis-
sion's proxy rules) filed by the Company can be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following regional offices of the Commission: New York
Regional Office, World Trade Center, Suite 1300, New York, New
York 10048; Chicago Regional Office, 5 West Madison Street, Suite
1400, Chicago, Illinois 60604. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
In addition, the Commission maintains a Web site that contains
reports, proxy and information statements and other information
regarding registrants that file electronically with the
Commission. The address of such Web site is http//www.sec.gov.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents accompany this Prospectus and are incor-
porated into this registration statement by reference thereto:
1. Annual Report of Williams Industries, Incorporated on Form
10-K for Fiscal Year ended July 31, 1996 - SEC File No. 0-8190.
2. Quarterly Report of Williams Industries, Incorporated on Form
10-Q for Quarter ended April 30, 1997 - SEC File No. 0-8190.
The following documents are incorporated into this registration
statement by reference thereto:
1. Quarterly Reports of Williams Industries, Incorporated on
Form 10-Q for Quarters ended October 31, 1996 and January 31,
1997 - SEC File No.0-8190.
2. Current Report on Form 8-K filed April 2, 1997.
Any person receiving a copy of this Prospectus may obtain without
charge, upon written or oral request, a copy of the documents
incorporated herein by reference (but not including exhibits to
the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the
information that the Prospectus incorporates), by contacting
Marianne Pastor, Williams Industries, Incorporated, P.O. Box 506,
Merrifield, VA 22116 - Telephone (703) 560-5196. Copies of any
exhibits not incorporated by reference may be inspected at or
purchased from the Securities and Exchange Commission as set
forth above.
THE COMPANY
Williams Industries, Incorporated (the "Company") was incorporated
in Virginia in 1970 as the parent company of two other companies
started in 1961 and 1963. It is engaged principally in the
erection of steel structures, the fabrication of steel products,
and the rental of construction equipment, primarily in the
Washington, D.C. metropolitan area.
RISK FACTORS
Past Operations at a Loss and Accountants' Expression of
Substantial Doubt
Beginning in 1990, construction activity in the Company's
geographic area came to a virtual halt and the Company's
operations suffered dramatically. During the fiscal years ended
July 31, 1991 to 1994, the Company reported severe operating
losses, and as a result it was unable to repay its outstanding
bank debt and defaulted on that debt and became in violation of
certain covenants on other debt. At July 31, 1996 it had a
negative net worth (deficiency in assets) of $2.2 million.
Due to the above, the Company's independent certified public ac-
countants in their reports on the Company's financial statements
for the years ended July 31, 1991 through 1996 noted that those
factors raised substantial doubt as to the Company's ability to
continue as a going concern.
The Company's creditors, however, and especially the holders of
its bank debt, NationsBank and the Federal Deposit Insurance
Corporation, were extremely patient and cooperative during this
period. As of the end of its third fiscal quarter, April 30,
1997, the Company had restructured its bank debt such that it
recognized an extraordinary accounting item, Gain On Extinguish-
ment of Debt, of $4,839,617 and had total stockholders' equity of
$3,461,883. A key part of the debt restructuring involved the
issuance of Debentures which are convertible into certain shares
which are offered by this Prospectus.
Although the Company has survived its nearly fatal financial
crisis of the early 1990's and is presently operating profitably,
its survival depended largely upon the actions of its former bank
group, led by NationsBank, in forgiving a substantial portion of
the Company's indebtedness.
Highly Competitive Industry
The Company remains in a highly competitive industry which is
subject to violent swings in work available for income produc-
tion, and as such, no assurance can be made as to the Company's
future profitability.
Safe Harbor for Forward Looking Statements
The Company is including the following cautionary statements to
make applicable and take advantage of the safe harbor provisions
within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, for any
forward-looking statements made by , or on behalf of, the Company
in this registration statement and the documents incorporated
herein by reference. Forward-looking statements include state-
ments concerning plans, objectives, goals, strategies, future
events or performance and underlying assumptions and other state-
ments which are other than statements of historical facts. Such
forward-looking statements may be identified, without limitation,
by the use of the words "anticipates," "estimates," "expects,"
"intends" and similar expressions. From time to time, the Company
or one of its subsidiaries individually may publish or otherwise
make available forward-looking statements of this nature. All
such forward-looking statements, whether written or oral, and
whether made by or on behalf of the Company or its subsidiaries,
are expressly qualified by these cautionary statements and any
other cautionary statements which may accompany the forward-
looking statements. In addition, the Company disclaims any
obligation to update any forward-looking statements to reflect
events or circumstances after the date hereof.
Forward-looking statements made by the Company are subject
risks and uncertainties that could cause actual results or
events to differ materially from those expressed in, or implied
by, the forward-looking statements. These forward-looking state-
ments may include, among others, statements concerning the Compa-
ny's revenue and cost trends, cost-reduction strategies and
anticipated outcomes, planned capital expenditures, financing
needs and availability of such financing, and the outlook for
future construction activity in the Company's market areas.
Investors or other users of the forward-looking statements are
cautioned that such statements are not a guarantee of future
performance by the Company and that such forward-looking state-
ments are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed in, or
implied by, such statements. Some, but not all of the risks and
uncertainties, in addition to those specifically set forth above,
include general economic and weather conditions, market prices,
environmental and safety laws and policies, federal and state
regulatory and legislative actions, tax rates and policies, rates
of interest and changes in accounting principles or the applica-
tion of such principles to the Company.
PROCEEDS OF THE OFFERING
All of the shares are offered by shareholders of the Company. The
Company will directly receive none of the proceeds from the
offering.
SELLING SHAREHOLDERS
The shares listed below are being registered on behalf of the
following shareholders:
Karen J. Pribyla 180,190 shares
Margie Morgan 16,388 shares
ETTA Corporation 8,658 shares
Nancy Claire Boomer 4,513 shares
Janice Wilkerson 4,421 shares
Denise Allara-Ford 830 shares
None of the selling shareholders listed immediately above has any
relationship with the Company other than as a shareholder. The
number of shares listed and offered includes all of the Company's
shares owned by each.
This Registration Statement is being filed by the Company pursuant
to a registration rights agreement entered into by the Company in
connection with the issuance of the shares to the Selling
Shareholders listed above, as well as registration rights
agreements entered into by the Company in connection with the
issuance of the debentures described below.
The shares described below are being registered by the Company on
behalf of the following holders of debentures convertible into
shares:
NationsBank, N.A. owns a $410,000 Convertible Debenture (the
"NationsBank Debenture"), convertible into 16.4% of the Company's
outstanding shares as of the date of conversion (such 16.4% to be
determined on a fully diluted basis and after giving pro forma
effect to the issuance of common stock pursuant to any
subscriptions, agreements, options, securities, conversion or
other rights or commitments outstanding as of the date of
conversion, which as of the date hereof computes to approximately
619,000 shares). NationsBank was the lead banking institution of
the group of banks which had served as the Company's major lenders
(the "Bank Group") until March 31, 1997, when the Company settled
its Bank Group debt then outstanding. A major factor in that
settlement was the issuance of the NationsBank Debenture.
NationsBank no longer serves as the Company's commercial banker,
although it continues to hold a $2,500,000 note secured by most of
the Company's real property and certain other assets. NationsBank
owns no shares of the Company other than those which may be
acquired upon conversion of the NationsBank Debenture and which
are covered by this Prospectus.
The Federal Deposit Insurance Corporation ("FDIC"), as the
receiver for two commercial banks which were part of the Bank
Group, owns a $90,000 Convertible Debenture (the "FDIC Bank Group
Debenture"), convertible into 3.6% of the Company's outstanding
shares at the time of conversion (approximately 136,000 shares at
the date of this Prospectus). The FDIC Bank Group Debenture is
essentially the same as the NationsBank Debenture and was issued
as part of the same transaction. The FDIC, as receiver for one of
the same commercial banks, also owns a $75,000 convertible
debenture, convertible into 110,294 shares, issued in settlement
of a separate claim against the Company. The FDIC owns no shares
of the Company other than those which may be acquired upon
conversion of these debentures and which are covered by this
Prospectus.
Upon issuance of the shares described above, the shares which are
being registered hereby will comprise approximately 29% of the
outstanding stock of the Company.
PLAN OF DISTRIBUTION
The NationsBank Debenture and the FDIC Bank Group Debenture
provide that a holder of the debenture may not sell or transfer by
public sale more than 1/8 of the shares issuable pursuant thereto
during any three month period commencing on March 31, 1997 and
ending on December 31, 1998, when such restriction expires.
At the date of this Prospectus, the Company's shares are
traded on the Securities Dealers' "Over-the-Counter Bulletin
Boards." The Company intends to apply for reinstatement on the
NASDAQ Small Cap Market at such time as it may meet the
requirements for trading on that system.
The shares covered by this Prospectus may be sold through
brokers and dealers on the over-the-counter market (or the Small
Cap Market if and when the Company is admitted to that system) or
in negotiated transactions off of recognized markets.
The shares covered by this Prospectus may be sold in one or
more of the following transactions: (a) a block trade in which the
broker or dealer so engaged will attempt to sell such shares as
agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal and resale by the broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution
in accordance with the rules of the exchange; and (d) ordinary
brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers
engaged by the selling shareholders may arrange for other brokers
or dealers to participate. Any broker or dealer to be utilized by
a selling shareholder will be selected by such selling
shareholder. Brokers or dealers will receive commissions or
discounts from selling shareholders in amounts to be negotiated
immediately prior to the sale. These brokers or dealers and any
other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of Section 2(11) of the
Securities Act in connection with the sales. In addition, any
securities covered by this Prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus,
Upon the Company being notified by a selling shareholder that
any material arrangement has been entered into with a broker-
dealer for the sale of such shareholder shares covered by this
Prospectus through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker
or dealer, a supplemental prospectus will be filed, if required,
pursuant to Rule 424(c) under the Securities Act, disclosing: (i)
the name of each such selling shareholder and of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by
reference in this Prospectus and (vi) other facts material to the
transaction.
The selling shareholders reserve the sole right to accept
and, together with any agent of the selling shareholders, to
reject in whole or in part any proposed purchase of such shares
covered by this Prospectus. The selling shareholders will pay any
sales commissions or other seller's compensation applicable to
such transactions.
To the extent required, the number of the shares covered by
this Prospectus to be sold, purchase prices, public offering
prices, the names of any agents, dealers or underwriters, and any
applicable commissions or discounts with respect to a particular
offer, will be set forth by the Company in a prospectus supplement
accompanying this Prospectus or, if appropriate, a post-effective
amendment to the Registration Statement. The selling shareholders
and agents who execute orders on their behalf may be deemed to be
underwriters as that term is defined in Section 2(11) of the
Securities Act and a portion of any proceeds of sales and
discounts, commissions or other seller's compensation may be
deemed to be underwriting compensation for purposes of the
Securities Act.
Offers or sales of Common Stock have not been registered or
qualified under the laws of any country, other than the United
States. To comply with certain states' securities laws, if
applicable, the shares covered by this Prospectus will be offered
or sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the shares
covered by this Prospectus may not be offered or sold unless the
notice filing requirements with respect to such offer or sale in
those states have been complied with.
Under applicable rules and regulations under the Exchange
Act, any person engaged in a distribution of the Common Stock may
not simultaneously engage in market-making activities with respect
to such Common Stock during the applicable restricted period. In
addition to and without limiting the foregoing, each selling
shareholder and any other person participating in a distribution
will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including without
limitation, Regulation M, which provisions may limit the timing of
purchases and sales of any of the Common Stock by the selling
shareholders or any such other person. All of the foregoing may
affect the marketability of the Common Stock and the brokers' and
dealers' ability to engage in market-making activities with
respect to the Common Stock.
The Company will pay all or substantially all of the expenses
incident to the registration of the shares covered by this
Prospectus, estimated to be approximately $10,000.
DESCRIPTION OF COMMON STOCK
On matters other than the election of directors, each outstanding
share of the Company's Common Stock is entitled to one vote. In
election of directors, holders of Common Stock have cumulative
voting rights, which means that each holder has the right to cast
as many votes in the aggregate as will equal the number of shares
held by the holder, multiplied by the number of directors to be
elected, and each holder may cast the whole number of such votes
for one nominee or distribute the votes among two or more
nominees.
All shares participate equally in any dividend or distribution
made by the Company and in the net assets upon liquidation. The
outstanding shares of Common Stock are, and the shares offered
hereby will be, fully paid and nonassessable, and have no sinking
fund, preference, conversion or preemptive rights.
The Virginia Stock Corporation Act contains provisions which
provide, in essence, that any person who acquires 20% or more of
the outstanding voting stock of a company can not vote that stock
unless a resolution authorizing such voting power is adopted by a
vote of a majority of the votes which could be cast in a vote on
the election of directors, but excluding shares held by the
acquiring person, officers of the corporation and directors who
are also employees. There are certain exceptions to the requirement
of shareholder approval, including exceptions for shares issued
directly by the issuing corporation to the acquiring person.
The Virginia Stock Corporation Act also contains provisions
governing "affiliated transactions." These provisions, with
several exceptions discussed below, require approval of material
acquisition transactions between a Virginia corporation and any
holder of more than 10% of its outstanding voting shares (an
"interested shareholder") by the holders of at least two-thirds
of the remaining voting shares (the "disinterested
shareholders"). Transactions within the purview of this
requirement include mergers, share exchanges and material dispo-
sitions of corporate assets. Also subject to the disinterested
shareholder approval requirement is any dissolution of the
corporation proposed by or on behalf of an interested shareholder.
The principal exceptions to the special voting requirement are
for transactions approved by a majority of the corporation's
"disinterested directors" and transactions satisfying the
fair-price requirements, which require, in general, that in a
two-step acquisition transaction the interested shareholder must
pay the shareholders in the second step either the same amount
of cash or the same type of consideration paid to acquire the
corporation's shares in the first step. The effect of these
provisions is expected to be to make uninvited takeovers of
Virginia corporations more difficult to accomplish. The holders
of two-thirds of the voting shares other than shares owned by any
interested shareholder can approve an amendment to the Articles
of Incorporation stating that the affiliated transaction provi-
sions do not apply to the corporation.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon by
Mark E. Borton, Longwood, Florida.
EXPERTS
The financial statements and the related financial statement
schedule incorporated into this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended July 31,
1996, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated
herein by reference (which reports express an unqualified opinion
and include an explanatory paragraph referring to matters that
raise substantial doubt about the Company's ability to continue as
a going concern), and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in
accounting and auditing.
INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS
The Company's by-laws provide that the Company shall indemnify
against any loss or liability, including without limitation
court costs and attorneys' fees, to the full extent permitted
by law, any person made or threatened to be made a party to any
action or proceeding, whether criminal, civil, administrative
or investigative by reason of the fact that he or she, his/her
testator or intestate is or was a director of the Company or
any predecessor of the Company, or serves or served any other
enterprise as a director, officer, employee or agent at the
request of the Company or any predecessor thereof; provided,
however, that the foregoing indemnification shall not apply
to willful misconduct or to knowing violation of a criminal law.
The indemnification provided applies to actions or proceedings
brought by any party, including the Company or its shareholders.
Sections 13.1-696 through 13.1-704 of the Virginia Code
provide indemnification rights to officers and directors similar
to those provided by the Company's by-laws, and make clear that
indemnification may be provided against all liabilities and
reasonable expenses incurred by an indemnified party who acted in
good faith and believed he had acted in his official capacity with
the corporation in its best interests or, if the action was not in
his official capacity, in a manner not opposed to the Company's
best interests. Criminal liabilities may be indemnified if the
indemnified party had no reasonable cause to believe his conduct
was unlawful. The Code also provides that shareholders may
authorize the Company to furnish any other or further indemnity
except against gross negligence or willful misconduct.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following expenses will be borne by the Company:
SEC Registration Fee $ 1,800
Legal Fees $ 4,000
Accounting Fees $ 2,000
Blue Sky Fees and Expenses $ 1,900
Miscellaneous $ 300
Total $10,000
Item 15. Indemnification of Officers and Directors
The Company's by-laws provide that the Company shall indemnify
against any loss or liability, including without limitation
court costs and attorneys' fees, to the full extent permitted
by law, any person made or threatened to be made a party to any
action or proceeding, whether criminal, civil, administrative
or investigative by reason of the fact that he or she, his/her
testator or intestate is or was a director of the Company or
any predecessor of the Company, or serves or served any other
enterprise as a director, officer, employee or agent at the
request of the Company or any predecessor thereof; provided,
however, that the foregoing indemnification shall not apply
to willful misconduct or to knowing violation of a criminal law.
The indemnification provided applies to actions or proceedings
brought by any party, including the Company or its shareholders.
Sections 13.1-696 through 13.1-704 of the Virginia Code
provide indemnification rights to officers and directors similar
to those provided by the Company's by-laws, and make clear that
indemnification may be provided against all liabilities and
reasonable expenses incurred by an indemnified party who acted in
faith and believed he had acted in his official capacity with the
corporation in its best interests or, if the action was not in his
official capacity, in a manner not opposed to the Company's best
interests. Criminal liabilities may be indemnified if the
indemnified party had no reasonable cause to believe his conduct
was unlawful. The Code also provides that shareholders may
authorize the Company to furnish any other or further indemnity
except against gross negligence or willful misconduct.
Item 16. Exhibits.
No. Description
4 Instruments Defining the Rights of Security Holders
4(a) Article 4 of Articles of Incorporation (Incorporated by
reference to Exhibit 3(a) of Form 10(K) for the year
ended July 31, 1989).
4(b) Article II of By-laws (Incorporated by reference to
Exhibit 3(b) of Form 10(K) for the year ended July 31,
1982).
5 Opinion of Mark E. Borton respecting certain legal matters
regarding the Shares.
13 Annual Report to Security Holders, Form 10-Q or Quarterly
Report to Security Holders
13(a) Annual Report of Williams Industries, Incorporated on
Form 10-K for Fiscal Year Ended July 31, 1996 - SEC File
No. 0-8190 (Incorporated by reference).
13(b) Quarterly Report of Williams Industries, Incorporated on
Form 10-0 for Quarter ended April 30, 1997 - SEC File
No. 0-8190 (Incorporated by reference).
24 Consents
24(a) Consent of Deloitte & Touche LLP, independent auditors.
24(b) Consent of Mark E. Borton is Included in his opinion
filed as Exhibit 5 above.
Item 17. Undertakings
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 for 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.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering range
may be reflected In the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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
(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.
(4) 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 16(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 public
offering thereof.
(5) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus
to provide such interim financial information.
<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-2 and has
duly caused this pre-effective amendment No. 1 to registration
statement on Form S-2 to be signed on its behalf by the under-
signed, thereunto duly authorized, in the County of Fairfax,
State of Virginia, on September 18, 1997
Williams Industries, Incorporated
by \S\Frank E. Williams, III
Frank E. Williams, III, President
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 date Indicated.
Signature Capacity Date
\S\Frank E Williams, III President, Chairman Sept. 18, 1997
Frank E. Williams, III of the Board, Chief
Financial Officer
\S\Frank E. Williams, Jr. Director Sept. 18, 1997
Frank E. Williams, Jr,
\S\R.Bentley Offutt Director Sept. 18, 1997
R.Bentley Offutt
\S\Christ H. Manos Controller Sept. 18, 1997
Christ H. Manos
OPINION OF COUNSEL
September 2, 1997
Board of Directors
Williams Industries, Incorporated
Gentlemen:
You have asked that I express my opinion on certain legal matters
pertaining to 1,080,294 shares of Common Stock, $0.10 par value
(the "Shares"), which you propose to register under the Securities
Act of 1933 on a Registration Statement on Form S-2 on behalf of
certain selling shareholders
I am, and for many years have been, special securities counsel for
Williams Industries, Incorporated, and as such am generally
familiar with its corporate affairs. Based on the foregoing, it
is my opinion that the Shares, when issued pursuant to the terms
described in the subject Form S-2, will be validly and legally
issued and outstanding, fully paid and non-assessable shares of
Common Stock of the Company.
I consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to me in the related
Prospectus as having rendered this opinion.
Sincerely;
Mark E. Borton
Exhibit 24(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Pre-Effective
Amendment No.1 to this Registration Statement of Williams
Industries, Incorporated and Subsidiaries on Form S-2 of our
reports dated September 30, 1996 (which express an unqualified
opinion and include an explanatory paragraph referring to matters
that raise substantial doubt about the Company's ability to
continue as a going concern) appearing in the Annual Report on
Form 10-K of Williams Industries, Incorporated and Subsidiaries
for the year ended July 31, 1996 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Washington, DC
September 18, 1997
