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As filed with the Securities and Exchange Commission on June 6, 2000
REGISTRATION NO. _________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
BMC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0169210
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
-----------------------------
ONE MERIDIAN CROSSINGS, SUITE 850
MINNEAPOLIS, MINNESOTA 55423
(Address of Principal Executive Offices) (Zip Code)
-----------------------------
RESTATED AND AMENDED 1994 STOCK INCENTIVE PLAN
(Full title of the plan)
-----------------------------
Jon A. Dobson
Vice President of Human Resources,
General Counsel and Secretary
BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
(Name and address of agent for service)
-----------------------------
(952) 851-6000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Aggregate Offering Amount of
be Registered Registered Price Per Share (1) Price (1) Registration Fee
====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
no par value
per share ....... 2,000,000 $ 3.8125 $ 7,625,000.00 $ 2,013.00
====================================================================================================================
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated on the basis of the high and low prices
of the Registrant's Common Stock on the New York Stock Exchange on June
2, 2000.
================================================================================
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
commission (the "Commission") are incorporated by reference in this
Registration Statement: (1) the Company's Annual Report on Form 10-K for the
year ended December 31, 1999 (File No. 1-8467); (2) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000 (File No. 1-8467);
(3) all other reports filed by the Company pursuant to Sections 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act'),
since December 31, 1999; and (4) the description of the Company's Common
Stock contained in its Registration Statement on Form 8-A, including any
amendments or reports filed for the purpose of updating such description.
All reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered pursuant to this Registration Statement have been sold or that
deregisters all shares of Common Stock then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of 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 incorporated herein by reference or in any
other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
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.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statutes Section 302A.521 provides that a Minnesota
business corporation shall indemnify any director, officer, or employee of
the corporation made or threatened to be made a party to a proceeding, by
reason of the former or present official capacity (as defined) of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred by the person in connection with the proceeding if certain statutory
standards are met. "Proceeding"
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means a threatened, pending or completed civil, criminal, administrative,
arbitration or investigative proceeding, including one by or in the right of
the corporation. Section 302A.521 contains detailed terms regarding such
right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
Article X of the Company's Second Restated Articles of Incorporation
provides that directors, officers, employees and agents, past or present, of
the Company, and persons serving as such of another corporation or entity at
the request of the Company, shall be indemnified by the Company to the
fullest extent permitted by applicable state law.
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
4.1 Second Restated Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 (File No.
1-8467)).
4.2 Amendment to the Second Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 (File
No. 1-8467)).
4.3 Amendment to the Second Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to the Company's quarterly
report on Form 10-Q for the quarter ended September 30, 1995 (File No.
1-8467)).
4.4 Amendment to the Second Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.4 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998 (File No.
1-8467)).
4.5 Articles of Correction to the Second Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.5 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 (File No.
1-8467)).
4.6 Restated Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 (File No. 1-8467)).
4.7 Amendment to the Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 (File No. 1-8467)).
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4.8 Amendment to the Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.7 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 (File No. 1-8467)).
4.9 Specimen Form of the Company's Common Stock Certificate (incorporated
by reference to Exhibit 4.3 to the Company's Registration Statement on
Form S-2 (File no. 2-83809)).
4.10 Form of Share Rights Agreement, dated as of June 30, 1998, between the
Company and Norwest Bank, National Association, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A, dated July 14, 1998)).
5.1 Opinion and Consent of Legal Counsel.
23.1 Consent of Legal Counsel (included in Exhibit 5.1).
23.2 Consent of Independent Auditors.
24.1 Power of Attorney (included on page 6 of this Registration Statement).
99.1 Restated and Amended 1994 Stock Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on form
10-Q for the quarter ended March 31, 2000 (File No. 1-8467)).
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. 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.
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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 periodic reports filed by
the registrant pursuant to Section 13 or Section 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 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.
(h) 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, except as to certain insurance policies, 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 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 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 of 1933, 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 Minneapolis, State of Minnesota, on
June 6, 2000.
BMC INDUSTRIES, INC.
By: /s/ Jon A. Dobson
-----------------------------------
Jon A. Dobson
Vice President of Human Resources,
General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Paul B. Burke and Kathleen P. Pepski,
and each of them, his true and lawful attorney-in-fact and agent with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or 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 or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby 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 thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on June 6, 2000.
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<S> <C>
/s/ Paul B. Burke /s/ K. P. Pepski
------------------------------------ ---------------------------------
Paul B. Burke Kathleen P. Pepski
Chairman of the Board and Chief Executive Senior Vice President and Chief Financial
Officer and Director (Principal Executive Officer (Principal Financial Officer)
Officer)
/s/ Kevin E. Roe /s/ John W. Castro
------------------------------------ --------------------------------
Kevin E. Roe John W. Castro
Acting Corporate Controller Director
(Principal Accounting Officer)
/s/ Joe E. Davis /s/ H. Ted. Davis
------------------------------------ --------------------------------
Joe E. Davis H. Ted. Davis
Director Director
/s/ Harry A. Hammerly /s/ James Ramich
------------------------------------ --------------------------------
Harry A. Hammerly James M. Ramich
Director Director
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EXHIBIT INDEX
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Item
Number Item Method of Filing
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<S> <C> <C>
4.1 Second Restated Articles of Incorporation Incorporated by reference to Exhibit 3.1 to
of the Company, as amended the Company's Annual Report on Form 10-K for
the year ended December 31, 1994 (File No. 1-8467).
4.2 Amendment to the Second Restated Articles Incorporated by reference to Exhibit 3.2 to
of Incorporation of the Company the Company's Annual Report on Form 10-K for
the year ended December 31, 1994 (File No. 1-8467).
4.3 Amendment to the Second Restated Articles Incorporated by reference to Exhibit 3.1 to
of Incorporation the Company's quarterly report on Form 10-Q for
the quarter ended September 30, 1995 (File No. 1-8467).
4.4 Amendment to the Second Restated Articles Incorporated by reference to Exhibit 3.4 to
of Incorporation the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-8467).
4.5 Articles of Correction to the Second Incorporated by reference to Exhibit 3.5 to
Restated Articles of Incorporation the Company's Annual Report on Form 10-K for
the year ended December 31, 1999 (File No. 1-8467).
4.6 Restated Bylaws of the Company, as Incorporated by reference to Exhibit 3.4 to
amended the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 (File No. 1-8467).
4.7 Amendment to the Restated Bylaws of Incorporated by reference to Exhibit 3.5 to
the Company the Company's Annual Report on Form 10-K for
the year ended December 31, 1997 (File No. 1-8467).
</TABLE>
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<S> <C> <C>
4.8 Amendment to the Restated Bylaws of Incorporated by reference to Exhibit 3.7 to
the Company the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-8467).
4.9 Specimen Form of the Company's Common Incorporated by reference to Exhibit 4.3 to
Stock Certificate the Company's registration Statement on Form S-2
(File no. 2-83809).
4.10 Form of Share Rights Agreement, dated as Incorporated by reference to Exhibit 1 to
of June 30, 1998, between the Company the Company's Registration Statement on Form 8-A,
and Norwest Bank, National Association, dated July 14, 1998).
as Rights Agent
5.1 Opinion and Consent of Legal Counsel
23.1 Consent of Legal Counsel Included in Exhibit 5.1
23.2 Consent of Independent Auditors Filed electronically herewith.
24.1 Power of Attorney Included on page 6 of this Registration Statement.
99.1 Restated and Amended 1994 Stock Incorporated by reference to Exhibit 10.1 to
Incentive Plan the Company's Quarterly Report on form 10-Q for
the quarter ended March 31, 2000 (File No. 1-8467).
</TABLE>
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