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March 21, 2000
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 $1,283.21 has been paid by the
Company by wire transfer.
The Registration Statement covers a proposed offering of up to
385,000 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, 1999.
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
JRR: mw
cc: Anne Hamblin Schiave
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As filed with the Securities and Exchange Commission on March 21, 2000
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
Vice President, 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 385,000 $12.625 $4,860,625 $1,283.21
$.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 March 15, 2000.
* This Registration Statement shall also cover any additional shares of
Common Stock which may become issuable under the Quixote Corporation 1993
Long-Term Stock Ownership Incentive Plan or Quixote Corporation 1991
Director Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of
consideration which results in an increase in the number of outstanding
shares of Common Stock of Quixote Corporation.
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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. 333-81955, 33-74488 and File
No. 333-62933 are incorporated by reference into this Registration
Statement.
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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, 1999, filed as Exhibit
10(b) 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, 1999, filed as Exhibit
10(c) thereto.
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
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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 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 Palm Beach, State of Florida on
the 24th day of February, 2000.
QUIXOTE CORPORATION
By: /s/ Leslie J. Jezuit
Leslie J. Jezuit
Chief Executive Officer and President
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/ Leslie J. Jezuit Chief Executive Officer February 24, 2000
Leslie J. Jezuit and Director (Principal
Executive Officer)
/s/ Daniel P. Gorey Vice President, Finance February 24, 2000
Daniel P. Gorey and Treasurer ( Principal
Financial Officer and
Principal Accounting Officer)
/s/ Philip E. Rollhaus, Jr. Chairman and Director February 24, 2000
Philip E. Rollhaus, Jr.
/s/ James H. DeVries Director February 24, 2000
James H. DeVries
/s/ William G. Fowler Director February 24, 2000
William G. Fowler
/s/Lawrence C. McQuade Director February 24, 2000
Lawrence C. McQuade
/s/ Robert D. van Roijen, Jr. Director February 24, 2000
Robert D. van Roijen, Jr.
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EXHIBIT INDEX
Exhibit No. Exhibit
- ------------- ------------------------------------
5 Opinion of Counsel
23.1 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
EXHIBIT 5
March 20, 2000
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 385,000 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, and the 1993 Long-Term Stock Ownership Incentive Plan, as amended
(the "Plans").
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, the form of award agreements for the Plans, resolutions of the
Board of Directors of the Company and the Plans.
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
JRR: mw
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated August 6, 1999
relating to the financial statements and financial statement schedule of
Quixote Corporation, which appear in Quixote Corporation's Annual Report on
Form 10-K for the year ended June 30, 1999.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
March 21, 2000
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 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/ Leslie J. Jezuit Chief Executive Officer and February 24, 2000
Leslie J. Jezuit Director (Principal Executive
Officer)
/s/ Daniel P. Gorey Vice President, Finance and February 24, 2000
Daniel P. Gorey Treasurer ( Principal Financial
Officer and Principal
Accounting Officer)
/s/ Philip E. Rollhaus, Jr. Chairman and Director February 24, 2000
Philip E. Rollhaus, Jr.
/s/ James H. DeVries Director February 24, 2000
James H. DeVries
/s/ William G. Fowler Director February 24, 2000
William G. Fowler
/s/ Lawrence C. McQuade Director February 24, 2000
Lawrence C. McQuade
/s/Robert D. van Roijen, Jr. Director February 24, 2000
Robert D. van Roijen, Jr.
