Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HUTTIG BUILDING PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-0334550
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
LAKEVIEW CENTER, SUITE 400
14500 SOUTH OUTER FORTY ROAD
CHESTERFIELD, MISSOURI 63017
(Address of principal executive offices) (Zip Code)
HUTTIG BUILDING PRODUCTS, INC. 1999 STOCK INCENTIVE PLAN
(Full title of the plan)
GREGORY D. LAMBERT
CHIEF FINANCIAL OFFICER, VICE PRESIDENT - ADMINISTRATION AND SECRETARY
HUTTIG BUILDING PRODUCTS, INC.
LAKEVIEW CENTER, SUITE 400
14500 SOUTH OUTER FORTY ROAD
CHESTERFIELD, MISSOURI 63017
(Name and address of agent for service)
(314) 216-2600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
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Common Stock, 1,500,000
par value shares (1) $5.0625 (2) $7,593,750 $2,004.75
$0.01 per share
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(1) This Resgistration Statement also registers additional securities to
be offered or issued upon adjustment or changes made to the registered
securities by reason of any stock splits, stock dividends or similar
transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities
Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low "when-issued" trading prices for the Registrant's Common Stock
on December 8, 1999, as reported on the New York Stock Exchange Composite Tape.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), is incorporated by reference into
this Registration Statement:
The registration statement on Form 10 (File No. 1-15313), as amended. The
description of the Registrant's Common Stock is contained in the Form 10
under the heading "Description of Huttig Capital Stock."
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or
which deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of filing
of such document with the Commission until the information contained therein
is superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by any
document which constitutes part of the prospectus relating to the Huttig
Building Products, Inc. 1999 Stock Incentive Plan meeting the requirements
of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") permits Delaware
corporations to eliminate or limit the monetary liability of directors for
breach of their fiduciary duty of care, subject to certain limitations. The
Company's Restated Certificate of Incorporation provides that no director of
the Company shall be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for willful or
negligent violation of the laws governing the payment of dividends or the
purchase or redemption of stock or (iv) for any transaction from which the
director derived an improper personal benefit.
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The Company's By-laws provide for the indemnification of directors and
officers to the fullest extent permitted by the DGCL. Section 145 of the
DGCL authorizes indemnification when a person is made a party or is
threatened to be made a party to any proceeding by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation or is or was serving as a director, officer, employee or agent
of another enterprise, at the request of the corporation, and if such person
acted in good faith and in a manner reasonably believed by him or her to be
in, or not opposed to, the best interests of the corporation. With respect
to any criminal proceeding, such person must have had no reasonable cause to
believe that his or her conduct was unlawful. If it is determined that the
conduct of such person meets these standards, he or she may be indemnified
for expenses incurred (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such proceeding.
If such a proceeding is brought by or in the right of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the
best interests of the corporation. There can be no indemnification with
respect to any matter as to which such person is adjudged to be liable to
the corporation; however, a court may, even in such case, allow such
indemnification to such person for such expenses as the court deems proper.
Where such person is successful in any such proceeding, he or she is
entitled to be indemnified against expenses actually and reasonably incurred
by him or her. In all other cases, indemnification is made by the
corporation upon determination by it that indemnification of such person is
proper because such person has met the applicable standard of conduct.
The Company has entered into indemnification agreements with its
directors and certain executive officers, and also maintains insurance for
the benefit of its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Form 10, as amended, initially filed on September 21, 1999
(File No. 1-15313)).
4.2 Restated By-Laws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's Form 10, as amended,
initially filed on September 21, 1999 (File No. 1-15313)).
4.3 Rights Agreement dated December 6, 1999 between the Registrant
and the rights agent named therein (incorporated by reference
to Exhibit 4.2 to the Registrant's Form 10, as amended,
initially filed on September 21, 1999 (File No. 1-15313)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality
of the shares being
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registered hereunder (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.3 Consent of Ernst & Young LLP (filed herewith).
23.4 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
The undersigned Registrant hereby undertakes to submit the Plan and
any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order
to qualify the Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or 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;
(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, 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.
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* * *
(h) 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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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 Chesterfield, the State of Missouri, on this
6th day of December, 1999.
HUTTIG BUILDING PRODUCTS, INC.
By: /s/ Barry J. Kulpa
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Barry J. Kulpa
President and Chief Executive Officer
We, the undersigned directors and officers of Huttig Building Products,
Inc., do hereby constitute and appoint Barry J. Kulpa and Gregory D.
Lambert, or either of them, our true and lawful attorneys and agents, to do
any and all acts and things in our name and on our behalf in our capacities
as directors and officers and to execute any and all instruments for us and
in our names in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act and any rules, regulations and
requirements of the Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and
authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the
following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
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/s/ R. S. Evans Chairman and Director December 6, 1999
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R.S. Evans
/s/ Barry J. Kulpa President and Chief December 6, 1999
------------------------- Executive Officer (Principal
Barry J. Kulpa Executive Officer) and Director
/s/ Gregory D. Lambert Chief Financial Officer and December 6, 1999
------------------------- Vice President - Administration
Gregory D. Lambert (Principal Financial Officer)
/s/ David Dean Controller (Principal December 6, 1999
------------------------- Accounting Officer)
David Dean
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SIGNATURE CAPACITY DATE
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/s/ E. Thayer Bigelow, Jr. Director December 7, 1999
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E. Thayer Bigelow, Jr.
/s/ Richard S. Forte Director December 8, 1999
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Richard S. Forte
/s/ Dorsey R. Gardner Director December 7, 1999
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Dorsey R. Gardner
/s/ James L. L. Tullis Director December 7, 1999
--------------------------
James L. L. Tullis
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Form 10, as amended, initially filed on September 21, 1999 (File
No. 1-15313)).
4.2 Restated By-Laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Form 10, as amended, initially
filed on September 21, 1999 (File No. 1-15313)).
4.3 Rights Agreement dated December 6, 1999 between the Registrant
and the rights agent named therein (incorporated by reference to
Exhibit 4.2 to the Registrant's Form 10, as amended, initially
filed on September 21, 1999 (File No. 1-15313)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of
the shares being registered hereunder.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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Exhibit 5.1
December 9, 1999
Huttig Building Products, Inc.
Lakeview Center, Suite 400
14500 South Outer Forty Road
Chesterfield, Missouri 63017
Ladies and Gentlemen:
We are counsel to Huttig Building Products, Inc. (the "Company") and we
have acted as counsel for the Company in connection with the preparation of the
Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933, as amended, of 1,500,000 shares of the Company's common stock, par
value $0.01 per share (the "Shares"), which are to be issued from time to time
to certain employees of the Company and its affiliates in connection with the
Huttig Building Products, Inc. 1999 Stock Incentive Plan (the "Plan").
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction as being true copies of the Plan and such other
documents as we have deemed necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and reserved for issuance, and that the Shares, when
issued under the terms of the Plan, will be legally and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Huttig Building Products, Inc. Stock Incentive Plan on Form S-8 of our report
dated January 20, 1999 (June 21, 1999 as to Note 10), appearing in the General
Form for Registration of Securities on Form 10 (File 1-15313), as amended, of
Huttig Building Products, Inc.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
December 6, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Huttig Building Products, Inc. of our report dated
January 31, 1999, except for Note 13, as to which the date is October 19, 1999,
relating to the financial statements of Rugby USA, Inc., which appears in Form
10/A of Huttig Building Products, Inc., as filed with the Securities and
Exchange Commission on October 29, 1999 and as incorporated by reference into
the above noted Form S-8.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
December 8, 1999
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ), pertaining to the Huttig Building Products, Inc. Stock Incentive
Plan, of our report dated March 2, 1998, except Notes 1 and 2, as to which the
date is August 20, 1999, with respect to the financial statements of
Consolidated Lumber Company, Inc. included in the Huttig Building Products, Inc.
registration statement on Form 10 (File No. 1-15313), filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Kansas City, Missouri
December 7, 1999
