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As filed with the Securities and Exchange Commission on February 2, 1998 -
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KNAPE & VOGT MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
Michigan 38-0722920
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2700 Oak Industrial Drive, N.E., Grand Rapids, Michigan 49505
(Address of Principal Executive Offices) (Zip Code)
Knape & Vogt Manufacturing Company 1997 Stock Incentive Plan
(Full Title of the Plan)
Allan E. Perry
Knape & Vogt Manufacturing Company
2700 Oak Industrial Drive, N.E.
Grand Rapids, Michigan 49505
(Name and address of agent for service)
Copies of Communications to:
William J. Lawrence III
Varnum, Riddering, Schmidt & Howlett LLP
333 Bridge Street, N.W., P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share(2) Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock
($2.00 Par Value) 600,000 shares(1) $22.125 $13,275,000 $3,917
</TABLE>
(1) Represents the number of shares of Common Stock authorized for
issuance under the Knape & Vogt Manufacturing Company 1997 Stock
Incentive Plan (the "Plan"). This Registration Statement also covers
such indeterminable additional number of shares as may be issuable
under the Plan by reason of adjustments in the number of shares
covered thereby as described in the Prospectus.
(2) For the purpose of computing the registration fee only, the price
shown is based upon the price of $22.13 per share, the average of the
high and low sales prices for the Common Stock of Knape & Vogt
Manufacturing Company in the NASD National Market System on January
28, 1998, in accordance with Rule 457(h).
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Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, this Registration Statement shall cover such additional
securities as may be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
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KNAPE & VOGT MANUFACTURING COMPANY
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company's Annual Report on Form 10-K for the year ended June 30, 1997,
which has been filed by the Company with the Commission (File No. 2-18868), is
incorporated herein by reference. 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 the end of the fiscal year covered by the
foregoing Annual Report on Form 10-K are incorporated herein by reference. All
other reports or documents filed by the Company pursuant to the requirements of
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement and prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such reports or
documents. Any statements contained in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The consolidated financial statements of Knape & Vogt Manufacturing Company
and Subsidiaries as of June 30, 1997 and June 30, 1996, and for each of the
years in the three-year period ended June 30, 1997, have been incorporated in
this Registration Statement by reference in reliance upon the report, also
incorporated in this Registration Statement by reference, of BDO Seidman, LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.
The description of the Company's Common Stock, the class of securities
offered pursuant to this Registration Statement, is contained in the Company's
Registration Statement filed pursuant to Section 12 of the Exchange Act, and is
incorporated herein by reference, including any subsequent amendments or reports
filed for the purpose of updating that description.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation of Registrant provide that its directors,
officers, employees or agents, or persons serving at its request as directors,
officers, employees, or agents of another corporation or enterprise, are
required to be indemnified as of right to the fullest extent permitted under the
Michigan Business Corporation Act ("MBCA"). Under the MBCA, directors, officers,
employees or agents are entitled to indemnification against expenses (including
attorney fees) whenever they successfully defend legal proceedings brought
against them by reason of the fact that they hold such a position with the
corporation. In addition, with respect to actions not brought by or in the right
of the corporation, indemnification is permitted under the MBCA for expenses
(including attorney fees), judgments, fines, penalties and reasonable
settlements if it is determined that the person seeking indemnification acted in
a good faith and in a manner he or she reasonably believed to be in and not
opposed to the best interest of the corporation or its shareholders and, with
respect to criminal proceedings, he or she had no reasonable cause to believe
that his or her conduct was unlawful. With respect to actions brought by or in
the right of the corporation, indemnification is permitted under the MBCA for
expenses (including attorney fees) and reasonable settlements, if it is
determined that the person seeking indemnification acted in good faith and in a
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manner he or she reasonably believed to be in and not opposed to the best
interest of the corporation or its shareholders; provided, indemnification is
not permitted if the person is found liable to the corporation, unless the court
in which the action or suit was brought has determined that indemnification is
fair and reasonable in view of all the circumstances of the case.
The Articles of Incorporation of the Registrant also limit the personal
liability of members of its Board of Directors for monetary damages with respect
to claims by the Registrant or its shareholders resulting from certain negligent
acts or omissions.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index which appears on page S-6.
Item 9. Undertakings
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,
represents a fundamental change in the information set forth in the
registration statement;
(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 (1)(i) and (1) (ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3, and 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 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.
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 bonafide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions otherwise, the
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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 a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or 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 Grand Rapids, State of Michigan, on the 16th day of
January, 1998.
KNAPE & VOGT MANUFACTURING COMPANY
By: /s/ Allan E. Perry
Allan E. Perry, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Allan E. Perry and Richard C. Simkins, and each
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and 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 said attorney-in-fact and
agent, or his or her substitute, may lawfully 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 below on January 16, 1998, by the
following persons in the capacities indicated.
/s/ Mary Rita Cuddohy /s/ Raymond E. Knape
Mary Rita Cuddohy, Director Raymond E. Knape, Director
/s/ William R. Dutmers
William R. Dutmers, Director
/s/ John E. Fallon
John E. Fallon, Director
/s/ Herbert F. Knape
Herbert F. Knape, Director
S-4
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/s/ Richard S. Knape
Richard S. Knape, Director
/s/ Michael J. Kregor
Michael J. Kregor, Director
/s/ Allan E. Perry
Allan E. Perry, Director
/s/ Richard C. Simkins
Richard C. Simkins, Director
Executive Vice President, Chief Financial Officer,
Secretary & Treasurer
S-5
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Knape & Vogt Manufacturing Company
As independent public accountants, we hereby consent to incorporation by
reference in this registration statement of our report dated August 8, 1997,
included in Knape & Vogt Manufacturing Company's Form 10-K for the year ended
June 30, 1997, and to all references to our firm included in this registration
statement.
/s/ BDO Seidman, LLP
Grand Rapids, Michigan
January 29, 1998
S-6
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Item 4 Knape & Vogt Manufacturing Company 1997 Stock Incentive Plan,
incorporated by reference to Appendix A to the Registrant's 1997
Proxy Statement dated September 17, 1997.
Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP
Item 23(a) Consent of BDO Seidman, LLP - included on page S-5 hereof
Item 23(b) Consent of Varnum, Riddering, Schmidt & Howlett-included in
Exhibit 5
Item 24 Power of Attorney - included on page S-4 hereof
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EXHIBIT 5
January 28, 1998
Knape & Vogt Manufacturing Company
2700 Oak Industrial Drive, N.E.
Grand Rapids, Michigan 49505
Re: Registration Statement on Form S-8 Relating to the Knape &
Vogt Manufacturing Company 1997 Stock Incentive Plan
Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration
Statement"), filed by Knape & Vogt Manufacturing Company, a Michigan corporation
(the "Company"), with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 600,000 shares of the
Company's common stock, par value $2.00 per share, for issuance pursuant to the
Company's 1997 Stock Incentive Plan (the "Plan"), we have examined such
documents and questions of law we consider necessary or appropriate for the
purpose of giving this opinion. On the basis of such evaluation, we advise you
that in our opinion the 600,000 shares covered by the Registration Statement
upon the exercise of stock option, as the prices described in the Registration
Statement, but not less than the par value thereof, and upon delivery of such
shares and payment therefor in accordance with the terms stated in the Plan and
the Registration Statement, will be duly and legally authorized, issued and
outstanding and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
/s/ Varnum, Riddering, Schmidt & Howlett LLP
