As filed with the Securities and Exchange Commission on July 10, 2000
Registration No. 333-_____
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PLASTICS MFG. COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1867101
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
W190 N11701 MOLDMAKERS WAY
GERMANTOWN, WI 53022-8214
(262) 255-5790
(Address of principal executive offices) (Zip Code)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
SCOTT W. SCAMPINI
EXECUTIVE VICE PRESIDENT
PLASTICS MFG. COMPANY
W190 N11701 MOLDMAKERS WAY
GERMANTOWN, WI 53022-8214
(262) 255-5790
Copies to:
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER,
A LIMITED LIABILITY S.C.
P.O. BOX 8050
WAUSAU, WI 54402-8050
(715) 845-4336
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION> Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering
Amount of
to be registered registered(1) price per share(2) price(2)
registration fee
<S> <C> <C> <C>
<C>
Common stock, 200,000 $12.00 $2,400,000
$633.60
no par value shares
<FN>
(1)This Registration Statement shall also cover any additional shares of
common stock which become issuable under the plan being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of common stock.
(2)Determined pursuant to Rule 457(h).
</TABLE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Plastics Mfg. Company
("Registrant") are incorporated by reference in and made a part
of this Registration Statement by this reference:
(1) Registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, relating to the
Registrant's Registration Statement on Form S-1, as amended
(SEC File No. 333-92019), on March 15, 2000;
(2) Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000; and
(3) All documents subsequently filed by Registrant with the
Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a
post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold.
Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
THE FOLLOWING SUMMARY DESCRIPTION OF THE MATERIAL PROVISIONS OF
REGISTRANT'S ARTICLES OF INCORPORATION AND BYLAWS IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO REGISTRANT'S ARTICLES OF INCORPORATION AND
BYLAWS, WHICH REGISTRANT HAS FILED AS EXHIBITS 3.1 AND 3.2 TO ITS
REGISTRATION STATEMENT ON FORM S-1 (SEC FILE NO. 333-92019).
Registrant's authorized capital stock consists of 15,000,000 shares
of common stock, no par value per share. At June 30, 2000, Registrant
had 3,788,812 shares of common stock outstanding which were held by
approximately 308 stockholders of record.
-2-
The common stock is not listed for trading on any exchange or over-
the-counter market. There is no current public market for the shares
and no market is expected to develop.
COMMON STOCK
Holders of common stock are entitled to receive dividends as may be
declared by Registrant's board of directors out of funds legally
available to pay dividends, and, in the event of liquidation, to share
pro rata with the holders of common stock in any distribution of
Registrant's assets after payment or providing for the payment of
liabilities and the liquidation preference of any outstanding preferred
stock. Each holder of common stock is entitled to one vote for each
share held of record on the applicable record date for all matters
presented to stockholders. Holders of common stock have no cumulative
voting rights or preemptive rights to purchase or subscribe for any
stock or other securities. There are no conversion rights or
redemption or sinking fund provisions with respect to common stock.
All outstanding shares of common stock are, and the shares of common
stock registered pursuant to this Form S-8 Registration Statement will
be when issued, fully paid and nonassessable except for a contingent
liability under Wisconsin law for unpaid wages. Wisconsin law provides
that a stockholder may be held liable, up to the amount the stockholder
paid for his shares, for any claims made by employees for unpaid wages,
up to a maximum of six-months of wages.
ANTI-TAKEOVER PROVISIONS IN REGISTRANT'S ARTICLES OF INCORPORATION AND
BYLAWS
Registrant's articles of incorporation and bylaws contain
provisions that could delay or make more difficult the acquisition of
Registrant by means of a hostile tender offer, open market purchases, a
proxy contest, or otherwise. Registrant has considered and may amend
its articles of incorporation and bylaws to add additional provisions
which may also have the same effect. Wisconsin law also contains
provisions which are intended to make a non-negotiated transaction more
difficult to achieve.
PROPOSED AMENDMENTS TO REGISTRANT'S ARTICLES AND BYLAWS
Registrant has considered and may propose to its shareholders that
the following amendments to its articles of incorporation and bylaws be
adopted.
<PAGE>
<circle>SUPERMAJORITY VOTE REQUIRED FOR MERGER OR SALE. Amend the
articles of incorporation to require that any proposal to
merge with another company, to effect a share exchange, or to
sell all or substantially all of Registrant's assets will
require the approval of the holders of two-thirds of its common
stock.
<circle>CLASSIFIED BOARD OF DIRECTORS. Amend the articles of
incorporation and bylaws to provide that the board of directors
be divided into three classes of directors, as nearly equal in
size as possible, serving staggered three-year terms. Upon
-3-
expiration of the term of a class of directors, the directors
in that class will be elected for three-year terms at the
annual meeting of stockholders in the year in which the term
for that class of directors expires. In addition, these
amendments will provide that directors may be removed only for
cause by the affirmative vote of the holders of two-thirds of
the shares of common stock entitled to vote, and any vacancy on
the board of directors, however occurring, including a vacancy
resulting from an enlargement of the board, may only be filled
by vote of a majority of the directors then in office. The
classification of the board of directors and the limitations on
the removal of directors and filling of vacancies could have
the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from acquiring,
control of Registrant.
<circle>AMENDMENTS; SUPERMAJORITY VOTE REQUIREMENTS. Amend the
articles of incorporation to impose supermajority vote
requirements in connection with the amendment of provisions of
the amended articles of incorporation and bylaws, including
those provisions relating to the classified board of directors.
The Wisconsin Business Corporation Law provides generally that
the affirmative vote of a majority of the shares entitled to
vote on any matter is required to amend a corporation's
articles of incorporation or bylaws, unless a corporation's
articles of incorporation or bylaws, as the case may be,
requires a greater percentage.
REQUIREMENTS FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATION AND
PROPOSALS
The Registrant's bylaws establish advance notice procedures with
regard to stockholder proposals and the nomination, other than by or at
the direction of the board of directors or a committee of the board, of
candidates for election as directors. To be timely, a stockholder's
notice must be received at Registrant's principal executive offices not
less than 60 days, nor more than 90 days, prior to the anniversary date
of the immediately preceding annual meeting of stockholders. In the
event that the annual meeting is called for a date that is not within
30 days before or after the anniversary date, notice from the
stockholder must be received no later than the tenth day following the
date on which notice of the annual meeting was mailed to stockholders
or made public, whichever occurred earlier. In the case of a special
meeting of stockholders called for the purpose of electing directors,
notice by the stockholder must be received no later than the close of
business on the tenth day following the day on which notice was mailed
<PAGE>
or public disclosure of the date of the special meeting was made,
whichever first occurs. Registrant's bylaws also specify some
requirements as to the form and content of a stockholder's notice.
These provisions may preclude stockholders from bringing matters before
an annual meeting of stockholders or from making nominations for
directors at an annual meeting of stockholders.
-4-
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant is incorporated under the Wisconsin Business Corporation
Law (the "WBCL"). Pursuant to sections 180.0850 to 180.0859 of the
Wisconsin Statutes, and subject to the limitations stated therein,
Registrant is required to indemnify any director or officer against
liability and reasonable expenses (including attorneys' fees) incurred
by such person in the defense of any threatened, pending or completed
civil, criminal, administrative or investigative action, suit or
proceeding in which such person is made a party by reason of being or
having been a director or officer of Registrant, unless liability was
incurred because such person breached or failed to perform a duty owed
to Registrant which constituted (1) a willful failure to deal fairly
with Registrant or its stockholders in connection with a matter in
which such person has a material conflict of interest; (2) a violation
of criminal law, unless such person had reasonable cause to believe his
or her conduct was lawful or no reasonable cause to believe his or her
conduct was unlawful; (3) a transaction from which such person derived
an improper personal profit; or (4) willful misconduct. The statute
provides that indemnification pursuant to its provisions is not
exclusive of other rights or indemnification to which a person may be
entitled under Registrant's articles of incorporation or bylaws, or any
written agreement, vote of stockholders or disinterested directors, or
otherwise.
Section 180.0859 of the Wisconsin Statutes provides that it is the
public policy of the State of Wisconsin that such indemnification
provisions apply, to the extent applicable to any other proceeding, to,
among other things, the offer, sale or purchase of securities in any
proceeding involving a state or federal statute.
Article IX of Registrant's bylaws are substantially similar to the
provisions of sections 180.0850 to 180.0859 of the Wisconsin Statutes.
Registrant's bylaws extend coverage to directors or officers serving in
a fiduciary or administrative capacity and also set forth procedures to
be followed in obtaining indemnification. Officers and directors of
Registrant are also insured, subject to certain specified exclusions
and deductible and maximum amounts, against loss from claims arising in
connection with their acting in their respective offices, which include
claims under the Securities Act of 1933, as amended.
Registrant has in effect insurance polices which, among other
things, insure directors and officers of Registrant against certain
claims which are not indemnified by Registrant.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-5-
ITEM 8. EXHIBITS.
EXHIBIT NUMBER EXHIBIT DESCRIPTION
3.1 Registrant's restated articles of incorporation (incorporated by
reference to Exhibit 3.1 to Form S-1, Registration No. 333-92019)
3.2 Registrant's bylaws, as amended November 29, 1999 (incorporated
by reference to Exhibit 3.2 to Form S-1, Registration No.
333-92019)
5.1 Opinion of Ruder, Ware & Michler, A Limited Liability S.C.
(including consent)
10.1 Registrant's Employee Stock Purchase Plan
23.1 Consent of Ruder, Ware & Michler, A Limited Liability S.C.
(included in Exhibit 5.1)
23.2 Consent of Wolf and Company - Milwaukee, S.C.
24.1 Powers of attorney are set forth under "Signatures," Part II,
page 9 of this Form S-8.
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:
(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 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 (or the most recent post-effective
amendment thereto); and
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
the periodic reports filed by the
-6-
<PAGE>
Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 Registrant's annual report pursuant to Section 13(a) or
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 Registrant pursuant to the foregoing
provisions, or otherwise, 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
Registrant of expenses incurred or paid by a director, officer,
or controlling person of 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, 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.
-7-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Germantown, State of Wisconsin, on July 7, 2000.
PLASTICS MFG. COMPANY
By: SCOTT W. SCAMPINI
Scott W. Scampini
Executive Vice President
-8-
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints the President or the Executive Vice
President, or either of them (with full power to each of them to
act alone), his or her true and lawful attorneys-in-fact and agents,
with full power of substitution, for him or her and on his or her
behalf to sign, execute and file this Registration Statement and any
or all amendments (including, without limitation, post-effective
amendments and any amendment or amendments or abbreviated registration
statement increasing the amount of securities for which registration is
being sought) to this Registration Statement, with all exhibits and any
and all documents required to be filed with respect thereto, with the
Securities and Exchange Commission or any regulatory authority,
granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or either of them, or their
substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities indicated on July 7, 2000.
SIGNATURE TITLE
MARK G. SELLERS President and Chief Executive Officer
Mark G. Sellers and a director (Principal Executive Officer)
SCOTT W. SCAMPINI Executive Vice President and Director
Scott W. Scampini
BRUCE L. SCHNEIDER Vice President - Finance and Director
Bruce L. Schneider (Principal Financial and Accounting Officer)
<PAGE>
JEFFREY A. KOLBOW Director
Jeffrey A. Kolbow
RADE PETROVIC Director
Rade Petrovic
-9-
EXHIBIT INDEX
TO
FORM S-8
OF
PLASTICS MFG. COMPANY
PURSUANT TO <section>232.102(D) OF REGULATION S-T
(17 C.F.R. <section>232.102(D))
5.1 Opinion of Ruder, Ware & Michler, A Limited Liability S.C.
(including consent)
10.1 Registrant's Employee Stock Purchase Plan
23.1 Consent of Ruder, Ware & Michler, A Limited Liability S.C.
(included in Exhibit 5.1)
23.2 Consent of Wolf and Company - Milwaukee, S.C.
24.1 Powers of attorney are set forth under "Signatures," Part II,
page 9 of this Form S-8.
-10-
