As filed with the Securities and Exchange Commission on April 23, 1996
Registration No. 33-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
JOHNSTON INDUSTRIES, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 11-1749980
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Thirteenth Street 31901
Columbus, Georgia __________
_____________________ (Zip Code)
(Address of principal
executive offices)
THE JUPITER NATIONAL, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
______________________________________
(Full title of the plan)
John W. Johnson
Johnston Industries, Inc.
105 Thirteenth Street
Columbus, Georgia 31901
(706) 641-3140
____________________________________________________________
(Name, address and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount to offering aggregate Amount of
securities be price per offering registration
to be registered share price fee
registered
- ---------------------------------------------------------------------
Common
stock, $0.10 410,514 *(3) *(3) $350.00 (3)
par value (1)(2)
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(1) Shares of common stock, par value $0.10 per share, of the
registrant ("Shares") issuable upon the exercise of
outstanding options granted under The Jupiter National, Inc.
Amended and Restated Stock Option Plan (the "Plan").
(2) Plus such additional Shares as may be made available in
order to adjust for a change in capitalization.
(3) Outstanding options granted under the Plan are exercisable
at prices per share of $1.979 (287,360 Shares) and $3.624
(123,154 Shares). The registration fee for the foregoing
shares is based upon such exercise prices.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are filed with the
Securities and Exchange Commission, are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement")
by reference:
(a) The Company's Transition Report on Form 10-K for the
transition period July 1, 1995 to December 30, 1995.
(b) All other reports filed by the Company pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the
fiscal year covered by the document referred to in Item 3(a)
above.
(c) The description of the common stock of the Company, par
value $.10 per share (the "Common Stock"), contained in the
Company's Registration Statements pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose
of updating any such description.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that
all securities registered hereunder have been sold or which
deregisters all shares of the securities offered then remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") provides, in summary, that the directors
and officers of the Company may, under certain circumstances, be
indemnified by the Company against all expenses incurred by or
imposed upon them as a result of actions, suits or proceedings
brought against them as such directors and officers, or as
directors or officers of any other organization at the request of
the Company, if they act in good faith and in a manner they
reasonably believe to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or
proceeding, have no reasonable cause to believe their conduct was
unlawful, except that no indemnification shall be made against
expenses in respect of any claim, issue or matter as to
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which they shall have been adjudged to be liable to the Company
unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, they are fairly and reasonably
entitled to indemnity for such expenses which such court shall
deem proper. Section 145 of the DGCL also provides that
directors and officers of the Company are entitled to such
indemnification by the Company to the extent that such persons
are successful on the merits or otherwise in defending any such
action, suit or proceeding.
The Company's Certificate of Incorporation provides that
the Company shall indemnify its directors and officers to the
fullest extent permitted by the laws of the State of Delaware now
or hereafter in force, including the advance of expenses under
the procedures provided by such laws.
The Company's Certificate of Incorporation also provides
that no director shall be personally liable to the Company or any
stockholder for monetary damages for breach of fiduciary duty as
a director, except for any matter in which such director shall be
liable under Section 174 of Title 8 of the Delaware Code or by
reason of such director having (i) breached his duty of loyalty
to the Company or its stockholders, (ii) not acted in good faith,
(iii) acted in a manner involving intentional misconduct or a
knowing violation of law or (iv) derived an improper personal
benefit.
The Bylaws of the Company also provide that the
Company's directors and officers shall be indemnified and held
harmless by the Company to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may
hereafter be amended (but no amendment or repeal of any provision
of law shall adversely affect any right to indemnification
provided thereunder arising prior to such amendment or repeal).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1(a) of the
Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1995).
4.2 Certificate of Amendment of the Certificate of
Incorporation of the Company (incorporated by
reference to Exhibit 3.1(b) of the Company's Annual
Report on Form 10-K for the fiscal year ended June
30, 1995).
4.3 Bylaws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1995).
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1 to this Registration
Statement).
24.1 Powers of Attorney (included on pages II-5 and II-6).
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;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
this registration statement (or the most
recent post-effective amendment hereto)
which, individually or in the aggregate,
represent a fundamental change in the
information set
II-3
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forth in this 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) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this 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 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 Act 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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company 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 Washington, District of Columbia, on April 17, 1996.
JOHNSTON INDUSTRIES, INC.
By /s/ Gerald B. Andrews
_____________________
Name: Gerald B. Andrews
Title: President and Chief
Executive Officer
The officers and directors of Johnston Industries, Inc.
whose signatures appear below hereby constitute and appoint David
L. Chandler, Gerald B. Andrews, and John W. Johnson, and each of
them, their true and lawful attorneys and agents, each with power
to act alone, to sign, execute and cause to be filed on behalf of
the undersigned any amendment or amendments, including post-
effective amendments, to this Registration Statement of Johnston
Industries, Inc. on Form S-8. Each of the Undersigned does
hereby ratify and confirm all that said attorneys and agents
shall do or cause to be done by virtue hereof.
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:
SIGNATURE TITLE DATE
/s/Gerald B. Andrews President and April 17, 1996
_____________________ Chief Executive
Gerald B. Andrews Officer and
Director (Principal
Executive Officer)
/s/ John W. Johnson Vice President and April 17, 1996
_____________________ Chief Financial
John W. Johnson Officer (Principal
Accounting
Officer)
II-5
<PAGE>
SIGNATURE TITLE DATE
/s/ David L. Chandler Director April 17, 1996
_____________________
David L. Chandler
/s/ J. Reid Bingham Director April 17, 1996
_____________________
J. Reid Bingham
/s/ John A. Friedman Director April 17, 1996
_____________________
John A. Friedman
Director April __, 1996
_____________________
William J. Hart
/s/ Gaines R. Jeffcoat Director April 17, 1996
_____________________
Gaines R. Jeffcoat
Director April __, 1996
_____________________
C. John Kjorlien
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT NO DESCRIPTION OF EXHIBIT
.
4.1 Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1(a) of the
Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1995).
4.2 Certificate of Amendment of the Certificate of
Incorporation of the Company (incorporated by
reference to Exhibit 3.1(b) of the Company's Annual
Report on Form 10-K for the fiscal year ended June
30, 1995).
4.3 Bylaws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1995).
5.1 Opinion of Fried, Frank, Harris, Shriver &
Jacobson.*
23.1 Consent of Deloitte & Touche LLP.*
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1 to this Registration
Statement).
24.1 Powers of Attorney (included on pages II-5 and II-
6).
_______________________
* Filed herewith.
E-1
Exhibit 5.1
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]
April 23, 1996
Johnston Industries, Inc.
105 Thirteenth Street
Columbus, Georgia 31901
Gentlemen:
We are acting as special counsel to Johnston Industries,
Inc., a Delaware corporation (the "Company"), in connection with
the registration, pursuant to a Registration Statement on Form S-
8 (the "Registration Statement") under the Securities Act of 1933
(the "Act"), of shares of Common Stock, par value $.10 per share,
of the Company (the "Shares") issuable upon the exercise of
options granted to David L. Chandler under the Jupiter National,
Inc. Amended and Restated Stock Option Plan (the "Plan").
In connection with this opinion, we have (i) investigated
such questions of law, (ii) examined originals or certified,
conformed or reproduced copies of such agreements, instruments,
documents and records of the Company and its subsidiaries, such
certificates of public officials and such other documents and
(iii) reviewed such information from officers and representatives
of the Company and its subsidiaries and others as we have deemed
necessary or appropriate for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity
of all natural persons executing documents, the genuineness of
all signatures, the authenticity of all original or certified
documents, and the conformity to original or certified documents
of all copies submitted to us as conformed or reproduced copies.
As to various questions of fact relevant to the opinions
expressed herein, we have relied upon, and assume the accuracy
of, certificates and oral or written statements and other
information of or from public officials and officers and
representatives of the Company, its subsidiaries and others.
Based upon the foregoing, and subject to the limitations set
forth herein, we are of the opinion that the Shares, when issued
and paid for (with the consideration received by the Company
being not less than the par value of the Shares) in accordance
with the terms of the Plan and the applicable stock option
agreements, will be validly issued, fully paid and non-
assessable.
The opinions expressed herein are limited to the federal
laws of the United States and, to the extent relevant hereto, the
Delaware General Corporation Law.
<PAGE>
Letter to Johnston Industries, Inc.
April 23, 1996
Page 2
We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement. In giving this consent,
we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER &
JACOBSON
By: /s/ Andrew P. Varney
___________________________
Andrew P. Varney
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Johnston Industries, Inc. on Form S-8 of our report
dated March 28, 1996, appearing in the Transition Report on Form
10-K of Johnston Industries, Inc. for the transition period July
1, 1995 to December 30, 1995.
/s/ DELOITTE & TOUCHE LLP
__________________________
DELOITTE & TOUCHE LLP
Atlanta, Georgia
April 23, 1996
