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As filed with the Securities and Exchange Commission on April 23, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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H.B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
Minnesota 41-0268370
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1200 Willow Lake Boulevard
St. Paul, Minnesota 55110-5101
(Address of Principal Executive Offices) (Zip Code)
H.B. FULLER COMPANY
1998 DIRECTORS' STOCK INCENTIVE PLAN
(Full title of the plan)
Copy to:
Richard C. Baker Jay L. Swanson
H.B. Fuller Company Dorsey & Whitney LLP
1200 Willow Lake Boulevard Pillsbury Center South
St. Paul, Minnesota 55110-5101 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota
55402
(612) 236-5900
(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 Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price fee (2)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 200,000 shares $62.9375 $12,587,500 $3,714
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</TABLE>
(1) Estimated in accordance with Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee, based on the average of the high and low prices for
the Common Stock on the Nasdaq National Market on April 20, 1998.
(2) Pursuant to Section 6(b) of the Securities Act of 1933, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of H.B. Fuller Company (the "Company") which have
been filed with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
November 29, 1997;
(b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since November 29, 1997; and
(c) the description of the Company's Common Stock, par value $1.00 per
share, contained in any registration statement filed by the Company
under the Exchange Act, including any amendments or reports filed for
the purpose of updating any such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws provide that the Company will indemnify directors,
officers and employees (and will advance expenses of such persons), for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as required or permitted by the Minnesota Business Corporation Act
(the "MBCA"), Section 302A.521, as now enacted or hereafter amended.
MBCA Section 302A.521 provides that a corporation shall indemnify a person
made or threatened to be made a party to a proceeding by reason of the former or
present official capacity of the person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against the person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person: (1) has not been
indemnified by another organization or employee benefit plan for the same
judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal
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proceeding, had no reasonable cause to believe the conduct was unlawful; and (5)
in the case of acts or omissions occurring in the Official Capacity (as such
term is defined in Section 302A.521, Subd. 1(c)(1) and (2)), reasonably believed
that the conduct was in the best interests of the corporation, or in the case of
acts or omissions occurring in such person's Official Capacity (as such term is
defined in Section 302A.521, Subd. 1(c)(3)), reasonably believed that the
conduct was not opposed to the best interests of the corporation.
The Company's Articles of Incorporation provide that a director of the
Company is not personally liable to the Company or its shareholders for monetary
damages for a breach of fiduciary duty as a director, except for (a) liability
based upon a breach of the director's duty of loyalty to the Company or its
shareholders; (b) liability for acts or omissions not in good faith or that
involve intentional misconduct or knowing violation of law; (c) liability based
upon the payment of an improper dividend or an improper repurchase of the
Company's stock under Section 302A.559 of the MBCA or upon violation of federal
or state securities laws; (d) liability for any transaction from which the
director derived an improper personal benefit; or (e) liability for any act or
omission occurring prior to the date Article VI of the Company's Articles of
Incorporation became effective. The Company's Articles of Incorporation also
provide that, if the MBCA is subsequently amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Company will be limited to the fullest extent permitted by the
MBCA. Any repeal or modification of Article VI of the Company's Articles of
Incorporation, which contains the aforementioned provisions regarding director
liability and indemnification, will not adversely affect any limitation on the
personal liability of a director of the Company existing at the time of such
repeal or modification, and will be made only upon the affirmative vote of 95.5%
of votes represented by shares of the Common Stock and all series of Preferred
Stock then outstanding voting as a single class of the Company present, in
person or by proxy, at a meeting of shareholders duly called for such purpose.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Exhibit
Number Description
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<S> <C>
4.1 Rights Agreement, dated as of July 18, 1996, between H.B. Fuller
Company and Norwest Bank Minnesota, National Association, as
Rights Agent, which includes as an exhibit the form of Right
Certificate, incorporated by reference to Exhibit 4 to the
Registrant's Form 8-K, dated July 24, 1996.
4.2 Restated Articles of Incorporation referring to rights of
securityholders, Articles III, VII, incorporated by reference to
Exhibit 4(b) to the Registrant's Annual Report on Form 10-K for
the year ended November 30, 1992.
4.3 Specimen Stock Certificate, incorporated by reference to Exhibit
4(c) to the Registrant's Annual Report on Form 10-K for the year
ended November 30, 1995.
4.4 Stock Exchange Agreement, dated July 18, 1996, between H.B.
Fuller Company and Elmer L. Andersen, including Designations for
Series B Preferred Stock, incorporated by reference to Exhibit 10
to the Registrant's Form 8-K, dated July 24, 1996.
5 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5).
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<PAGE>
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney
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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; and
(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;
PROVIDED, HOWEVER, That paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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.
(c) 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
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provisions, or otherwise, 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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<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 St. Paul, State of Minnesota, on April 23, 1998.
H.B. FULLER COMPANY
By /s/ Albert P. L. Stroucken
---------------------------------
Albert P. L. Stroucken
President and Chief Executive
Officer and Director
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 dates indicated.
By /s/ Albert P. L. Stroucken Dated: April 23, 1998
-----------------------------
Albert P. L. Stroucken
President and Chief Executive Officer
and Director
(principal executive officer)
By * Dated: April 23, 1998
-----------------------------
Jorge Walter Bolanos
Senior Vice President, Chief Financial
Officer and Treasurer
(principal financial officer)
By * Dated: April 23, 1998
-----------------------------
David J. Maki
Vice President and Controller
(principal accounting officer)
By * Dated: April 23, 1998
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Anthony L. Andersen
Chair, Board of Directors and Director
By * Dated: April 23, 1998
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Norbert R. Berg
Director
By * Dated: April 23, 1998
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Edward L. Bronstein, Jr.
Director
By * Dated: April 23, 1998
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Robert J. Carlson
Director
By * Dated: April 23, 1998
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Freeman A. Ford
Director
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<PAGE>
By * Dated: April 23, 1998
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Gail D. Fosler
Director
By * Dated: April 23, 1998
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Reatha Clark King
Director
By * Dated: April 23, 1998
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Walter Kissling
Director
By * Dated: April 23, 1998
-----------------------------
John J. Mauriel, Jr.
Director
By * Dated: April 23, 1998
-----------------------------
Lee R. Mitau
Director
By * Dated: April 23, 1998
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Rolf Schubert
Vice President and Director
By * Dated: April 23, 1998
-----------------------------
Lorne C. Webster
Director
* By /s/ Albert P. L. Stroucken
-----------------------------
Albert P. L. Stroucken
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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4.1 Rights Agreement, dated as of July 18, 1996, between
H.B. Fuller Company and Norwest Bank Minnesota,
National Association, as Rights Agent, which includes
as an exhibit the form of Right Certificate,
incorporated by reference to Exhibit 4 to the
Registrant's Form 8-K, dated July 24, 1996.
4.2 Restated Articles of Incorporation referring to rights
of securityholders, Articles III, VII, incorporated by
reference to Exhibit 4(b) to the Registrant's Annual
Report on Form 10-K for the year ended November 30,
1992.
4.3 Specimen Stock Certificate, incorporated by reference
to Exhibit 4(c) to the Registrant's Annual Report on
Form 10-K for the year ended November 30, 1995.
4.4 Stock Exchange Agreement, dated July 18, 1996, between
H.B. Fuller Company and Elmer L. Andersen, including
Designations for Series B Preferred Stock, incorporated
by reference to Exhibit 10 to the Registrant's Form
8-K, dated July 24, 1996.
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in
Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney
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<PAGE>
Exhibit 5
[Letterhead of Dorsey & Whitney LLP]
H.B. Fuller Company
1200 Willow Lake Boulevard
St. Paul, Minnesota 55110-5101
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to H.B. Fuller Company, a Minnesota
corporation (the "Company"), in connection with the proposed registration by the
Company pursuant to a registration statement on Form S-8 (the "Registration
Statement") of 200,000 shares of Common Stock, par value $1.00 per share, of the
Company (the "Shares"), which may be issued pursuant to the H.B. Fuller Company
1998 Directors' Stock Incentive Plan (the "Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. As to questions of fact material to our opinions, we
have relied upon certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the Plan (or, if the Shares are issued in
consideration of services, when issued in accordance with the Plan and the
provisions of Section 302A.405 of the Minnesota Statutes relating to the
issuance of shares for services rendered or to be rendered) will be duly
authorized, validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: April 23, 1998
Very truly yours,
/s/ DORSEY & WHITNEY LLP
JLS
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 11, 1998, which appears in the
1997 Annual Report to Stockholders of H.B. Fuller Company, which is incorporated
by reference in the H.B. Fuller Company's Annual Report on Form 10-K for the
year ended November 29, 1997. We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears in such Annual
Report on Form 10-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
April 22, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Anthony L. Andersen, Albert P. L.
Stroucken and Richard C. Baker, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign a Registration Statement on Form S-8, and any
and all amendments (including post-effective amendments) thereto, relating to
the issuance of 200,000 shares of Common Stock of H.B. Fuller Company pursuant
to the H.B. Fuller Company 1998 Directors' Stock Incentive Plan, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, 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 or she might
or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th day
of April, 1998, by the following persons:
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ Albert P. L. Stroucken President and Chief Executive
- ------------------------------ Officer and Director
Albert P. L. Stroucken (Principal Executive
Officer)
/s/ Jorge Walter Bolanos Senior Vice President, Chief
- ------------------------------ Financial Officer and
Jorge Walter Bolanos Treasurer (Principal
Financial Officer)
/s/ David J. Maki Vice President and Controller
- ------------------------------ (Principal Accounting
David J. Maki Officer)
/s/ Anthony L. Andersen Chair, Board of Directors
- ------------------------------ and Director
Anthony L. Andersen
/s/ Norbert R. Berg Director
- ------------------------------
Norbert R. Berg
/s/ Edward L. Bronstien, Jr. Director
- ------------------------------
Edward L. Bronstien, Jr.
<PAGE>
/s/ Robert J. Carlson Director
- ------------------------------
Robert J. Carlson
/s/ Freeman A. Ford Director
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Freeman A. Ford
/s/ Gail D. Fosler Director
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Gail D. Fosler
/s/ Reatha Clark King Director
- ------------------------------
Reatha Clark King
/s/ Walter Kissling Director
- ------------------------------
Walter Kissling
/s/ John J. Mauriel, Jr. Director
- ------------------------------
John J. Mauriel, Jr.
/s/ Lee R. Mitau Director
- ------------------------------
Lee R. Mitau
/s/ Rolf Schubert Vice President and Director
- ------------------------------
Rolf Schubert
/s/ Lorne C. Webster Director
- ------------------------------
Lorne C. Webster
</TABLE>
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