<PAGE>
June 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Quixote Corporation, Registration Statement on Form S-8
Ladies and Gentlemen:
On behalf of Quixote Corporation (the "Company"), following via EDGAR
transmission is a Registration Statement on Form S-8 complete with exhibits.
The required registration fee of $1,324.65 has been paid by the Company by
wire transfer.
The Registration Statement covers a proposed offering of up to 387,000
additional shares of the Company's Common Stock, par value $.01-2/3 per share,
issuable under the Company's 1993 Long Term Stock Ownership Incentive Plan, as
amended, and 1991 Directors Stock Option Plan, as amended, both of which were
approved by the stockholders in November, 1998, a Stock Award Agreement dated
November 18, 1998 between Quixote Corporation and Douglas A. Bernard, and a
Stock Award Agreement dated February 18, 1999 between Quixote Corporation and
Philip Bigley.
It is our understanding that this Registration Statement will become
effective automatically on filing pursuant to Rule 462 of the Commission.
Should the Staff have any comments or questions or desire any additional
information, please telephone the undersigned at (312) 467-6755.
Sincerely yours,
/s/ Joan R. Riley
Joan R. Riley
General Counsel
AHS:cp
cc: Anne Hamblin Schiave
<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1999
Registration Statement No.
------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
QUIXOTE CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 36-2675371
(State of Incorporation) (I.R.S. Employer
Identification No.)
One East Wacker Drive, Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
QUIXOTE CORPORATION 1993 LONG-TERM STOCK OWNERSHIP INCENTIVE PLAN
QUIXOTE CORPORATION 1991 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Joan R. Riley
Secretary and General Counsel
Quixote Corporation
One East Wacker Drive
Chicago, Illinois 60601
(Name and address of agent for service)
(312) 467-6755
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
- ------------------------------------------------------------------------------
Title Proposed Proposed
Of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be Being Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
------------ ---------- ---------- ------------- ------------
Common Stock 387,000 $ 12.3125 $4,764,937.50 $ 1,324.65
$.01-2/3 Par Shares
(1) Estimated solely for purposes of calculating the registration fee
under Rule 457(h), based upon the average of the high and low prices
as reported by the NASDAQ National Market System on June 28, 1999.
<PAGE>
Incorporation of Previously Filed Registration Statement
------------------------------------------------------------
As provided by General Instruction E to Form S-8, the contents of the
Registration Statements on Form S-8, File No. 33-74488 and File No. 333-62933
are incorporated by reference into this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
4(a). Quixote Corporation 1991 Directors Stock Option Plan, as
amended, incorporated by reference from the Registrant's Report on
Form 10-K for the year ended June 30, 1998, filed as Exhibit 10(c)
thereto.
4(b). Quixote Corporation 1993 Long-Term Incentive Stock Plan, as
amended,incorporated by reference from the Registrant's Report on
Form 10-K for the year ended June 30, 1998, filed as Exhibit 10(c)
thereto.
4(c). Stock Award Agreement dated November 18, 1998 between Quixote
Corporation and Douglas A. Bernard.
4(d). Stock Award Agreement dated February 18, 1999 between Quixote
Corporation and Philip Bigley.
5. Opinion of Counsel
23.1 Consent of PricewaterhouseCoopers, LLP
23.2* Consent of Joan R. Riley, Esq.
24 Powers of Attorney
*Not filed; incorporated in Exhibit 5
<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 of 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 Chicago, State of Illinois on the
21st day of June, 1999.
QUIXOTE CORPORATION
By:/s/ Philip E. Rollhaus, Jr.
Its: Chairman 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 and on the dates indicated.
Signature Title Date
- ----------------------- ----------------------- ---------------
/s/ Philip E. Rollhaus, Jr. Chairman and Chief June 21, 1999
------------------------ Executive Officer,
Philip E. Rollhaus, Jr. Director (Principal
Executive Officer)
/s/Daniel P. Gorey Vice President, Finance June 21, 1999
- ------------------------ and Treasurer (Principal
Daniel P. Gorey Financial and Accounting
Officer)
/s/ James H. DeVries Director June 21, 1999
- ------------------------
James H. DeVries
/s/ William G. Fowler Director June 21, 1999
- ------------------------
William G. Fowler
<PAGE>
/s/ Leslie J. Jezuit President and Director June 21, 1999
- ------------------------
Leslie J. Jezuit
/s/ Lawrence C. McQuade Director June 21, 1999
- ------------------------
Lawrence C. McQuade
/s/ Robert D. van Roijen, Jr. Director June 21, 1999
- ----------------------------
Robert D. van Roijen, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- --------------- ------------------------------------
4(c). Stock Award Agreement Dated November 18, 1998
between Quixote Corporation and Douglas A. Bernard.
4(d). Stock Award Agreement Dated February 18, 1999
between Quixote Corporation and Philip Bigley.
5. Opinion of Counsel
23.1 Consent of PricewaterhouseCoopers, LLP
24. Powers of Attorney
<PAGE>
Exhibit 4(c)
STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the 18th day of November, 1998 between
Quixote Corporation, a Delaware corporation (the "Company"), and Douglas
A. Bernard ("Bernard").
WITNESSETH:
WHEREAS, Bernard has been a key contributor to the success of the
Company as the Director of Government Relations for the Company's Energy
Absorption Systems, Inc. subsidiary; and
WHEREAS, the Audit/Compensation Committee of the Board of Directors
has determined that it is in the best interests of the Company and its
stockholders to awards shares of the Company's common stock to Bernard;
NOW, THEREFORE, in consideration of the premises set forth herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Award of Shares. The Company hereby awards Bernard and Bernard
hereby accepts the Company's award of One Thousand (1,000) shares (the
"Shares") of Common Stock, $.01 2/3 par value per share, of the Company
("Common Stock"), subject to the terms and conditions set forth in this
Agreement (the "Award").
2. Award Date. The issuance of the Shares to Bernard shall occur
simultaneously with the date of this Agreement (the "Award Date"). The
Shares had a Fair Market Value of $ 12.19 on the Award Date. For
purposes of this Agreement, the current per share market price of the
Company's Common Stock is deemed to be the average of the daily closing
prices for the thirty (30) consecutive business days before the Award
Date as reported by NASDAQ.
3. Stock Certificate. The Company shall provide Bernard with a
stock certificate representing the Shares, which shall bear a legend
evidencing the fact that the issuance of the Shares has not been
registered under the Securities Act of 1933, as amended. At such time as
the Shares are either registered under the Securities Act of 1933, as
amended, or are otherwise exempt from registration, the Company shall
provide Bernard with a stock certificate representing the Shares without
such a legend.
4. Taxes. As part of the Award, the Company will pay Bernard's
estimated taxes on the compensation represented by the Award.
5. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefits of the Company and Bernard and their respective
legal representatives, successors, heirs and assigns, by operation of law
or otherwise.
6. Severability. In the event that any provision of this Agreement
shall be determined to be invalid or unenforceable for any reason, the
remaining provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect.
<PAGE>
7. Applicable Law. This Agreement shall be construed and enforced
in accordance with, and governed by, the law of the State of Illinois,
without application of any choice of law principles that would apply any
law other than the law of Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
effective as of the day and year first above written.
BERNARD: QUIXOTE CORPORATION
/s/Douglas A. Bernard By: /s/ Philip E. Rollhaus, Jr.
Douglas A. Bernard Its: Chief Executive Officer
Exhibit 4(d)
STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the 18th day of February, 1999
between Quixote Corporation, a Delaware corporation (the "Company"), and
Philip Bigley ("Bigley").
WITNESSETH
WHEREAS, Bigley has been a key contributor to the success of the
Company as the international consultant for the Company's Energy
Absorption Systems, Inc. subsidiary; and
WHEREAS, the Audit/Compensation Committee of the Board of Directors
has determined that it is in the best interests of the Company and its
stockholders to awards shares of the Company's common stock to Bigley;
NOW, THEREFORE, in consideration of the premises set forth herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Award of Shares. The Company hereby awards Bigley and Bigley
hereby accepts the Company's award of One Thousand (1,000) shares (the
"Shares") of Common Stock, $.01 2/3 par value per share, of the Company
("Common Stock"), subject to the terms and conditions set forth in this
Agreement (the "Award").
2. Award Date. The issuance of the Shares to Bigley shall occur
simultaneously with the date of this Agreement (the "Award Date"). The
Shares had a Fair Market Value of $ 12.27 on the Award Date. For
purposes of this Agreement, the current per share market price of the
Company's Common Stock is deemed to be the average of the daily closing
prices for the thirty (30) consecutive business days before the Award
Date as reported by NASDAQ.
3. Stock Certificate. The Company shall provide Bigley with a stock
certificate representing the Shares, which shall bear a legend evidencing
the fact that the issuance of the Shares has not been registered under
the Securities Act of 1933, as amended. At such time as the Shares are
either registered under the Securities Act of 1933, as amended, or are
otherwise exempt from registration, the Company shall provide Bigley with
a stock certificate representing the Shares without such a legend.
4. Taxes. As part of the Award, the Company will pay Bigley's
estimated taxes on the compensation represented by the Award.
5. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefits of the Company and Bigley and their respective
legal representatives, successors, heirs and assigns, by operation of law
or otherwise.
6. Severability. In the event that any provision of this Agreement
shall be determined to be invalid or unenforceable for any reason, the
remaining provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect.
<PAGE>
7. Applicable Law. This Agreement shall be construed and enforced
in accordance with, and governed by, the law of the State of Illinois,
without application of any choice of law principles that would apply any
law other than the law of Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
effective as of the day and year first above written.
BIGLEY: QUIXOTE CORPORATION
/s/ Philip Bigley By: /s/ Philip E. Rollhaus, Jr.
Philip Bigley Its: Chief Executive Officer
EXHIBIT 5
June 30 , 1999
Ladies and Gentlemen:
I am the General Counsel of Quixote Corporation (the "Company"), a Delaware
corporation, and I am rendering this opinion in connection with the
preparation of a Registration Statement on Form S-8 ("Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), in
connection with the registration under the Act of 387,000 shares (the
"Shares") of the Common Stock, par value $.01-2/3 per share, of the Company
to be issued pursuant to the Company's 1991 Directors Stock Option Plan, as
amended, the 1993 Long-Term Stock Ownership Incentive Plan, as amended (the
"Plans"), a Stock Award Agreement dated November 18, 1998 between the
Company and Douglas A. Bernard, and a Stock Award Agreement dated February
18, 1999 between Quixote Corporation and Philip Bigley (the "Stock Award
Agreements").
In this connection, I have examined originals or copies identified to my
satisfaction of such documents, corporate and other records, certificates,
and other papers as deemed necessary to examine for purposes of this
Opinion, including but not limited to the Restated Certificate of
Incorporation of the Company, as amended, the By-Laws of the Company, as
amended, resolutions of the Board of Directors of the Company, the Plans,
the forms of award agreements for the Plans, and the Stock Award
Agreements.
It is my opinion that, when issued and paid for in accordance with the
Plans, the Shares will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Joan R. Riley
Joan R. Riley, Esq.
General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hearby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 7, 1998 relating to the
financial statements and financial statement schedules of Quixote Corporation,
which appear in Quixote Corporation's Annual Report on Form 10-K for the year
ended June 30, 1998.
/s/PricewaterhouseCoopers, LLP
Chicago, Illinois
June 29, 1999
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned directors and officers of Quixote Corporation,
hereby severally, constitutes and appoints Philip E. Rollhaus, Jr., Leslie J.
Jezuit, and Daniel P. Gorey, or any one of them, each with full power of
substitution and resubstitution, such person's true and lawful
attorney-in-fact and agent, in such person's name and on such person's
behalf, in any and all capacities, to execute a registration statement on
Form S-8 relating to the common stock of Quixote Corporation, and any and all
amendments (including any post-effective amendments) to such registration
statement, and to file with the same all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission,
granting unto each of said attorneys-in-fact and agents full power and
authority to perform each and every act necessary to be done as fully to all
intents and purposes as he could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their substitutes, may lawfully do or cause to be done by virtue thereof.
Signature Title Date
- ----------------------- ----------------------- -----------------
/s/ Philip E. Rollhaus, Jr. Chairman and Chief June 21, 1999
------------------------ Executive Officer,
Philip E. Rollhaus, Jr. Director (Principal
Executive Officer)
/s/ Leslie J. Jezuit President and Chief June 21, 1999
- ------------------------ Operating Officer,
Leslie J. Jezuit Director
/s/Daniel P. Gorey Vice President, Finance June 21, 1999
- ------------------------ and Treasurer (Principal
Daniel P. Gorey Financial and Accounting
Officer)
/s/ James H. DeVries Director June 21, 1999
- ------------------------
James H. DeVries
/s/ William G. Fowler Director June 21, 1999
- ------------------------
William G. Fowler
/s/ Lawrence C. McQuade Director June 21, 1999
- ------------------------
Lawrence C. McQuade
/s/ Robert D. van Roijen, Jr. Director June 21, 1999
- ----------------------------
Robert D. van Roijen, Jr.
