SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
CONGOLEUM CORPORATION
(Exact name of Registrant as specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation or organization)
02-0398678
(IRS Employer Identification No.)
3705 Quakerbridge Road
P.O. Box 3127
Mercerville, NJ 08619-0127
(Address of Principal (Zip Code)
Executive Offices)
CONGOLEUM CORPORATION
1995 STOCK OPTION PLAN
(Full Title of the Plan)
Roger S. Marcus
Chairman of the Board, President and Chief Executive Officer
Congoleum Corporation
3705 Quakerbridge Road
P.O. Box 3127
Mercerville, New Jersey 08619-0127
(Name and Address of Agent for Service)
(609) 584-3000
(Telephone Number, including Area Code, of Agent for Service)
____________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered(1) Share (2) Price (2) Fee
<S> <C> <C> <C> <C>
Class A
Common Stock,
par value 250,000 $11.6875 $2,921,875 $885.42
$.01 per
share
===================================================================
</TABLE>
(1) Plus such additional shares of Class A Common Stock as may be
issuable pursuant to adjustments, as provided in the Congoleum
Corporation 1995 Stock Option Plan, for stock dividends, splits,
combinations or other changes or recapitalizations or similar
transactions.
(2) Estimated pursuant to Rule 457 (c) and (h) under the Securities
Act of 1933 solely for the purpose of determining the registration fee
and is based on the average of the reported high and low prices on the
New York Stock Exchange on August 26, 1997.
Index to Exhibits at Page 5
<PAGE>
The contents of the Registration Statement on Form S-8 (File
No. 33-97220) previously filed by Congoleum Corporation are
incorporated by reference in this Registration Statement.
1
<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 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 Mercerville, State of New Jersey, on this 29th day of
August, 1997.
CONGOLEUM CORPORATION
By: /s/ Howard N. Feist
---------------------
Howard N. Feist
Sr. Vice President -Finance
(Principal Financial and
Accounting Officer)
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS that each individual
whose signature appears below constitutes and appoints each of
Roger S. Marcus and Howard N. Feist such person's true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution, for such person and in such person's name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent 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, as fully to all intents and
purposes as such person might or could do in person, hereby
ratifying and confirming all that any said attorney-in-fact and
agent, or any substitute or substitutes of any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Roger S. Marcus Chairman of the Board, August 29, 1997
- ------------------- President, Chief Executive
Roger S. Marcus Officer and Director
(Principal Executive Officer)
/s/ Howard N. Feist Senior Vice President - August 29, 1997
- ------------------- Finance (Principal Financial
Howard N. Feist and Accounting Officer)
2
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/s/ Cyril C. Baldwin, Jr. Director August 29, 1997
- -------------------------
Cyril C. Baldwin, Jr.
/s/ David N. Hurwitz Director August 29, 1997
- --------------------
David N. Hurwitz
/s/ John N. Irwin III Director August 29, 1997
- ---------------------
John N. Irwin III
/s/ Mark N. Kaplan Director August 29, 1997
- ------------------
Mark N. Kaplan
/s/ Richard G. Marcus Director August 29, 1997
- ---------------------
Richard G. Marcus
/s/ William M. Marcus Director August 29, 1997
- ---------------------
William M. Marcus
Director August 29, 1997
- ----------------------
C. Barnwell Straut
3
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
5 Legal Opinion of Patterson, Belknap, Webb & Tyler
LLP, counsel to the Registrant, regarding the legality
of the Class A Common Stock being registered hereby
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand L.L.P
23.3 Consent of Patterson, Belknap, Webb & Tyler LLP
(contained in Exhibit 5)
24 Power of Attorney (included in the signature page
to this Registration Statement)
4
<PAGE>
[LETTERHEAD OF PATTERSON, BELKNAP, WEBB & TYLER LLP]
August 29, 1997
Congoleum Corporation
3705 Quakerbridge Road
P.O. Box 3127
Mercerville, New Jersey 08619-0127
Dear Sirs:
We have acted as counsel to Congoleum Corporation, a
Delaware corporation (the "Company"), in connection with the
proposed registration by the Company under the Securities Act of
1933, as amended (the "Act"), of 250,000 shares (the "Shares") of
the Company's Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), pursuant to the Company's registration
statement on Form S-8 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") on the
date hereof.
In rendering this opinion we have examined the Company's
Certificate of Incorporation and Bylaws, each as amended to date,
and the minutes of the corporate proceedings taken by the Company
in connection with the authorization of the Shares. We have also
examined the originals, or copies certified or otherwise
identified to us, of the corporate records of the Company,
certificates of public officials and representatives of the
Company, and such other documents and records, and have made such
investigations of law, as we have deemed necessary for purposes
of this opinion. We have assumed the genuineness of all
signatures, the conformity to the original of all copies and the
factual accuracy of all certificates submitted to us.
On the basis of the foregoing, we are of the opinion that
the Shares have been duly authorized by all necessary corporate
action on the part of the Company and when sold and delivered as
contemplated by the Registration Statement will constitute duly
authorized, validly issued, fully paid and nonassessable shares
of Class A Common Stock.
We express no opinion as to laws other than the corporate
laws of the State of Delaware and the laws of the United States
of America.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In
furnishing this opinion and giving this consent, we do not admit
that we are in the category of persons whose consent is required
under Section 7 of the Act, or the rules and regulations of the
Commission thereunder.
PATTERSON, BELKNAP, WEBB & TYLER, LLP
By: /s/ Stephen W. Schwarz
------------------------
A Member of the Firm
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the Stock Option Plan of
Congoleum Corporation of our report dated February 21, 1997, with
respect to the 1996 financial statements of Congoleum Corporation
incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1996, and our report on the financial
statement schedule included in our consent dated March 14, 1997,
included therin, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
- ---------------------
Philadelphia, Pennsylvania
August 29, 1997
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND L.L.P.]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Congoleum Corporation on Form S-8 (File No. 333-
XXXXX) of our report dated February 20, 1996 on our audits of the
financial statements and financial statement schedule of Congoleum
Corporation as of December 31, 1995 and for the years ended
December 31, 1995 and 1994, which report is included as Exhibit
23.3 in the Congoleum Corporation annual report on form 10-K for
the fiscal year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
- ----------------------------
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
August 29, 1997
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