As filed with the Securities and Exchange Commission on October 3, 1994
Registration No.: 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________
BRENCO, INCORPORATED
(Exact name of issuer as specified in its charter)
Virginia 54-0493835
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P. O. Box 389
Petersburg, Virginia 23804
(Address of principal executive offices, including zip code)
1988 STOCK OPTION PLAN OF BRENCO, INCORPORATED
(Full name of the Plan)
Copy to:
JACOB M. FEICHTNER JEAN PENICK WATKINS, Esquire
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Executive Vice President Mays & Valentine
P. O. Box 389 22nd Floor, NationsBank Center
Petersburg, Virginia 23804 P.O. Box 1122
(804) 732-0202 Richmond, Virginia 23208
(Name, address and telephone number
of agent for service)
___________
Approximate date of proposed commencement of sales pursuant to the Plan:
Upon effectiveness of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered* Per Share* Offering Price* Registration
Fee
Common Stock
$1.00 par value 600,000 $12.25 $7,350,000 $2,534.48
*Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 on the basis of $12.25 per share, the closing price on
the NASDAQ National Market System of the Registrant's shares on
September 26, 1994. This registration statement relates to the registration
of additional shares under the Plan pursuant to General Instruction E of
this form.
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The contents of the earlier registration statement (Registration
No. 33-31361) filed with the Commission on October 3, 1989, covering shares of
the Registrant's stock to be issued under its 1988 Stock Option Plan are
incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company will furnish shareholders with annual reports containing
audited financial statements and with quarterly reports containing unaudited
financial statements for the first three quarters of each fiscal year.
Copies of these documents, and any other communications sent to the
Company's shareholders generally, also will be furnished to all employees
eligible to participate in the Plan.
The following documents filed by the Company with the Commission
are hereby incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, filed pursuant to Section 13 of the 1934 Act;
(b) Quarterly Reports on Form 10-Q for the Quarters Ended
March 31, 1994, and June 30, 1994, filed pursuant to Section 13 of
the 1934 Act; and
(c) The description of the Company's Common Stock contained
in the Company's registration statement on Form 10 dated June 5, 1959,
as amended by Form 8-K dated July 24, 1959, and any amendment or report
filed subsequent thereto for the purpose of updating such description.
All documents filed by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
the Company's Common Stock offered hereby has been sold or which deregisters
such Company Common Stock then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date
of filing such documents. Any statement contained in a document
incorporated or deemed to be 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
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.
Item 4. Description of Securities.
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
The financial statements and schedules listed in the index on
pages 8 and 9 of Brenco's 1993 Form 10-K Annual Report filed pursuant
to Section 13 of the 1934 Act, all of which have been incorporated by
reference into this Registration Statement, have been audited by
McGladrey & Pullen, independent public accountants, for the fiscal
year ended December 31, 1993, whose report thereon is incorporated
Registration Statement by reference, and has been so incorporated
herein by reference in reliance upon the report of McGladrey & Pullen
given upon their authority as experts in accounting and auditing.
The legality of the Common Stock to be issued by the Company
pursuant to the Plan has been passed upon for the Company by
Mays & Valentine, NationsBank Center, 1111 East Main Street,
P.O. Box 1122, Richmond, Virginia 23219. As of
September 28, 1994, Charles L. Reed, senior counsel to
Mays & Valentine and formerly Chairman of the Board of the Company,
beneficially owned 46,500 shares of the Company's Common Stock and
Michael Armstrong, a partner in the firm, beneficially owned 6,000
shares of the Company's Common Stock in his capacity as trustee under
various trusts. As of that date, other lawyers in the
firm beneficially owned 1,340 shares of the Company's Common Stock
in the aggregate.
Item 6. Indemnification of Directors and Officers.
Refer to earlier registration statement (Registration No. 33-31361),
Item 19.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
An index of Exhibits appears at page 7 hereof.
Item 9. Undertakings.
Refer to earlier Registration Statement (Registration No. 33-31361),
Item 21.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Midlothian, Commonwealth of
Virginia, on the 29th day of September, 1994.
BRENCO, INCORPORATED
By */s/ Needham B. Whitfield
Needham B. Whitfield
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on the 29th day of September, 1994.
Signature Title
*/s/ Needham B. Whitfield Chairman of the Board and Chief Executive
Needham B. Whitfield Officer and Director
(Principal Executive Officer)
*/s/ J. Craig Rice President, Chief Operating Officer and
J. Craig Rice Director
/s/ Jacob M. Feichtner Executive Vice President,
Jacob M. Feichtner Secretary and Treasurer and
Director (Principal Financial
and Accounting Officer)
*/s/ Steven M. Johnson Director
Steven M. Johnson
*/s/ John C. Kenny Director
John C. Kenny
*/s/ James M. Wells, III Director
James M. Wells, III
*/s/ Frederic W. Yocum, Jr. Director
Frederic W. Yocum, Jr.
*By: Jacob M. Feichtner
Jacob M. Feichtner
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit 5................ Opinion of Mays & Valentine dated
September 30, 1994, with respect
to the validity of the common stock
offered pursuant to the Plan,
filed herewith.
Exhibit 24(a)............ Consent of Mays & Valentine contained
in their opinion filed as Exhibit 5 hereto.
Exhibit 24(b)............ Consent of McGladrey & Pullen, Independent
Public Accountants dated September 30, 1994,
filed herewith.
Exhibit 25............... Powers of Attorney of directors of
Brenco, Incorporated accompanied by a
certified copy of Board Resolutions
relating to such Power of Attorney,
filed herewith.
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Exhibit 5
Exhibit 24(a)
September 30, 1994
Brenco, Incorporated
P. O. Box 389
Petersburg, Virginia 23804
Gentlemen:
You propose to file today with the Securities and
Exchange Commission a registration statement on Form S-8 (the
"Registration Statement") relating to 600,000 shares of Brenco,
Incorporated Common Stock, $1.00 par value (the "Common Stock"),
pursuant to the Company's 1988 Stock Option Plan (the "Plan").
The shares of Common Stock to be issued by the Company pursuant to
the Plan will be authorized but unissued shares (the "Shares").
We have been requested to furnish an opinion regarding
certain legal matters to be included as an exhibit to the
Registration Statement. The opinion set out below is rendered as
of the date hereof and its applicability on any future date is
conditioned upon the nonoccurrence of any event which would affect
the validity of the issuance of Brenco Common Stock covered by the
Registration Statement.
In connection with this opinion, we have examined, such
records and documents as we have deemed relevant and necessary in
order to render this opinion.
Subject to the foregoing we are of the opinion that:
1. The shares of Common Stock that may be issued by
the Company under the Plan and that are covered by the
Registration Statement, when issued for the consideration provided
for and in the manner and under the conditions set forth in the
Plan, will be validly issued, fully paid and nonassessable; and
2. The Plan is not subject to any provisions of the
Employee Retirement Security Act of 1974 as amended.
We consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the
caption "Interests of Named Experts and Counsel" therein.
Very truly yours,
MAYS & VALENTINE
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Exhibit 24(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the 1988 Stock Option Plan
of Brenco, Incorporated (the "Company"), of our report dated
January 31, 1994, on our audits of the consolidated balance
sheets of the Company and subsidiaries as of December 31, 1993
and 1992, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years
in the period ended December 31, 1993, which report is included
in the Annual Report on Form 10-K of the Company for the fiscal
year ended December 31, 1993.
We also consent to the reference to our firm under the caption
"Item 5. Interests of Named Experts and Counsel."
McGladrey & Pullen
Richmond, Virginia
September 30, 1994
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Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each undersigned
director of BRENCO, INCORPORATED, a corporation organized under
the laws of the Commonwealth of Virginia (the "Corporation")
hereby constitutes and appoints Needham B. Whitfield and Jacob M.
Feichtner (with full power to each of them to act alone) as true
and lawful attorneys-in-fact and agents for him and on his behalf
and in his name, place and stead, in any and all capacities, to
sign, execute and affix his seal to and file with the Securities
and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 or any other
appropriate form and all amendments (including post-effective
amendments) thereto with all exhibits and any and all documents
required to be filed with respect thereto, relating to the
registration under the Securities Act of 1933 of 600,000 shares of
common stock of the Corporation in connection with stock options
issued by the Corporation under its 1988 Stock Option Plan, as
amended; granting unto said attorneys, and each of them, full
power and authority to do and to 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 himself might or could do if personally present,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each undersigned director has
hereunto set his hand and seal, as of the date specified.
Dated: July 22, 1994
/s/ Needham B. Whitfield /s/ J. Craig Rice
Needham B. Whitfield J. Craig Rice
/s/ Jacob M. Feichtner /s/ James M. Wells, III
Jacob M. Feichtner James M. Wells, III
/s/ Steven M. Johnson /s/ Frederic W. Yocum, Jr.
Steven M. Johnson Frederic W. Yocum, Jr.
/s/ John C. Kenny
John C. Kenny
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BRENCO, INCORPORATED
FURTHER RESOLVED, that each Director or officer who may be
required to execute the Statement or any related documents or any
amendments thereto (whether on behalf of the corporation or as an
officer or director thereof) is hereby authorized to execute a
power of attorney appointing NEEDHAM B. WHITFIELD and JACOB M.
FEICHTNER, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, to
execute and deliver the Statement and related documents and
amendments on his behalf and on behalf of the corporation and to
act on his behalf and on behalf of the corporation in all matters
relating to the registration of the Stock under the Act, as fully
to all intents and purposes as if he himself were personally
present;
The undersigned officer certifies that the above-resolution
was adopted by the Board of Directors of the Registrant on
July 22, 1994.
Brenco, Incorporated
by: /s/ Jacob M. Feichtner
Jacob M. Feichtner
Executive Vice President,
Secretary and Treasurer
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