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As filed with the Securities and Exchange Commission on February 9, 2000.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ELCOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-1217920
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14643 DALLAS PARKWAY, SUITE 1000
DALLAS, TEXAS 75240-8871
(Address, including zip code, of principal executive offices)
1998 AMENDED AND RESTATED ELCOR CORPORATION
INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
DAVID G. SISLER
ELCOR CORPORATION
14643 DALLAS PARKWAY, SUITE 1000
DALLAS, TEXAS 75240-8871
(972) 851-0500
(Name, address, and telephone number, including area code, of agent for service)
COPY TO:
ALAN G. HARVEY
BAKER & MCKENZIE
2001 ROSS AVENUE, SUITE 4500
DALLAS, TEXAS 75201
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
======================================= ==================== ================== ==================== =================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
(1) REGISTERED PER SHARE(2) PRICE (2) REGISTRATION FEE
- --------------------------------------- -------------------- ------------------ -------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 1,721,226 Shares $34.625 $59,597,450 $15,734
======================================= ==================== ================== ==================== =================
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(1) Shares of common stock of Elcor Corporation (the "Company"), $1.00 par
value per share (the "Common Stock"), being registered hereby relate to the
1993 Elcor Corporation Incentive Stock Option Plan (the "1993 Plan"), which
was amended and restated and approved by the stockholders of the Company as
the 1998 Amended and Restated Elcor Corporation Incentive Stock Option Plan
(collectively, with the 1993 Plan, the "Plan"). Pursuant to Rule 416
promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), there are also being registered such additional shares of Common
Stock as may become issuable pursuant to the anti-dilution provisions of
the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
basis of the average of the high and low sale prices of the Common Stock on
February 2, 2000, as reported on the New York Stock Exchange.
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INCORPORATION BY REFERENCE
The 1,721,226 shares of Common Stock being registered hereby shall be
issued under the Plan, which was amended and restated as of October 27, 1998, to
increase the number of shares of Common Stock available for issuance under the
Plan. Pursuant to Instruction E of Form S-8, the contents of the Company's
Registration Statement on Form S-8 as filed with the Securities and Exchange
Commission (the "SEC") on September 1, 1993, Registration No. 33-68194, is
incorporated by reference herein.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
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<CAPTION>
Exhibit No. Description
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<S> <C>
4 The Restated Certificate of Incorporation of the Company
(incorporated herein by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, SEC File No. 1-5341).
4.1 Certificate of Amendment to Certificate of Incorporation dated
December 2, 1998 (incorporated herein by reference from Exhibit
3.11 to the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999, SEC File No. 1-5341).
4.2 Amended and Restated Bylaws of the Company (incorporated herein
by reference from Exhibit 3 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1981 and as Exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1988, originally filed with the SEC on
February 11, 1989, File No. 1-5341).
4.3 1998 Amended and Restated Elcor Corporation Incentive Stock
Option Plan (incorporated herein by reference from Appendix B in
the Company's Proxy Statement for the Company's Annual Meeting of
Shareholders held on October 27, 1998, SEC File No. 1-5341).
5 Opinion of David G. Sisler.*
23 Consent of Arthur Andersen LLP.*
23.1 Consent of David G. Sisler (see Exhibit 5).*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
* Filed herewith.
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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 Dallas, State of Texas, on February 9, 2000.
ELCOR CORPORATION
By: /s/ David G. Sisler
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David G. Sisler
Vice-President, General Counsel and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes David G. Sisler
to file one or more amendments (including post-effective amendments) to this
registration statement, which amendments may make such changes in this
registration statement as he deems appropriate, and each such person hereby
appoints David G. Sisler as attorney-in-fact to execute in the name and on
behalf of the Company and any such person, individually and in each capacity
stated below, any such amendments to this registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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<S> <C> <C>
/s/ Harold K. Work Chairman of the Board and Chief February 9, 2000
- ------------------------------- Executive Officer (principal
Harold K. Work executive officer)
/s/ Richard J. Rosebery Vice Chairman, Chief Financial and February 9, 2000
- ------------------------------- Administrative Officer, and
Richard J. Rosebery Treasurer (principal financial
officer)
/s/ Leonard R. Harral Vice President and Chief Accounting February 9, 2000
- ------------------------------- Officer (principal accounting
Leonard R. Harral officer)
/s/ James E. Hall Director February 8, 2000
- -------------------------------
James E. Hall
/s/ Thomas D. Karol Director February 8, 2000
- -------------------------------
Thomas D. Karol
Director February 9, 2000
- -------------------------------
Dale V. Kesler
/s/ David W. Quinn Director February 9, 2000
- -------------------------------
David W. Quinn
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
4 The Restated Certificate of Incorporation of the Company
(incorporated herein by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, SEC File No. 1-5341).
4.1 Certificate of Amendment to Certificate of Incorporation dated
December 2, 1998 (incorporated herein by reference from Exhibit
3.11 to the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999, SEC File No. 1-5341).
4.2 Amended and Restated Bylaws of the Company (incorporated herein
by reference from Exhibit 3 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1981 and as Exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1988, originally filed with the SEC on
February 11, 1989, File No. 1-5341).
4.3 1998 Amended and Restated Elcor Corporation Incentive Stock
Option Plan (incorporated herein by reference from Appendix B in
the Company's Proxy Statement for the Company's Annual Meeting of
Shareholders held on October 27, 1998, SEC File No. 1-5341).
5 Opinion of David G. Sisler.*
23 Consent of Arthur Andersen LLP.*
23.1 Consent of David G. Sisler (see Exhibit 5).*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
* Filed herewith.
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EXHIBIT 5
February 9, 2000
Elcor Corporation
14643 Dallas Parkway, Suite 1000
Dallas, Texas 75240-8871
Gentlemen:
Elcor Corporation, a Delaware corporation (the "Company"), intends to file
with the Securities and Exchange Commission (the "Commission") a Registration
Statement (the "Registration Statement") on Form S-8 under the Securities Act of
1933, as amended (the "Act"). The Registration Statement covers 1,721,226 shares
of common stock, $1.00 par value per share, of the Company (the "Common Stock"),
and such additional shares of Common Stock as may become issuable pursuant to
the anti-dilution provisions of the Plan (such shares collectively referred to
as the "Securities"). Such shares are to be issued pursuant to the Company's
1998 Amended and Restated Elcor Corporation Incentive Stock Plan (the "Plan").
I have acted as counsel to the Company in connection with the preparation
and filing of the Registration Statement. In rendering this opinion I have
examined such corporate records, documents and instruments of the Company and
such certificates of public officials, have received such representations from
officers of the Company, and have reviewed such questions of law as in my
judgment are necessary, relevant or appropriate to enable me to render the
opinion expressed below. In such examination, I have assumed the genuineness of
all signatures, the authenticity of all corporate records, documents and
instruments submitted to me as originals, the conformity to original documents
of all documents submitted to me as conformed, certified or photostatic copies
thereof, and the authenticity of the originals of such photostatic, certified or
conformed copies.
Based upon such examination and review and upon representations made to me
by officers of the Company, I am of the opinion that upon issuance and delivery
in accordance with the terms and conditions of the Plan, and upon receipt by the
Company of the full consideration for the Securities as determined pursuant to
the Plan, the Securities will be legally issued, fully paid and nonassessable
shares of Common Stock of the Company.
I consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, I do not admit that I come within the
category of persons whose consent is required by Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Respectfully submitted,
/s/ David G. Sisler
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David G. Sisler
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated August 16, 1999,
included in Elcor Corporation's Form 10-K for the year ended June 30, 1999, and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Dallas, Texas,
February 9, 2000
