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REGISTRATION NUMBER 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MORTON INDUSTRIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Georgia 38-0811650
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(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification No.
1021 West Birchwood St., Morton, IL 61550
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(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Executive and Director Stock Option Agreements
(Full title of the plans)
Morton Industrial Group, Inc.
1021 West Birchwood St.
Morton, Illinois 61550
(Name and address of agent for service)
(309) 266-7176
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
to be registered registered price per share(1) offering price(1) registration fee(1)
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<S> <C> <C> <C> <C>
Class A Common Stock, par
value $.01 per share, to 602,862(2) $0.1080 (486,869 shares) $109,285.00 $32.24
be issued under Stock shares $0.2160 (69,697 shares)
Option Agreements $0.8996 (46,296 shares)
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1 Estimated in accordance with rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $0.1080, $0.2160, and $0.8996
per share, which are the exercise prices of the options granted under the Stock
Option Agreements.
2 Plus such additional shares as may be issued pursuant to antidilution
provisions.
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Part II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended April 4, 1998;
(c) Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 27, 1998;
(d) Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended October 3, 1998;
(e) Registrant's Proxy Statement on Schedule 14A dated May 7, 1998,
including the description of registrant's Class A Common Stock
contained therein; and
(f) Registrant's Current Reports on Form 8-K dated September 17, 1998;
August 11, 1998; June 22, 1998; June 12, 1998; June 11, 1998;
May 8, 1998; April 22, 1998; April 16, 1998; April 14, 1998;
March 17, 1998, and February 4, 1998.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The Opinion of Counsel was prepared by Husch & Eppenberger, LLC. No
Members of Husch & Eppenberger, LLC have a substantial interest in the
registrant.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As provided under Georgia Law, the Registrant's Articles of
Incorporation provide that a director shall not be personally liable to the
Registrant or its shareholders for monetary damages for breach of duty of care
or any other duty owed to the Registrant or its shareholders for monetary
damages for breach of duty of care or any other duty owed to the Registrant as a
director, except that such provision shall not eliminate or limit the liability
of a director (a) for any appropriation, in violation of his duties, of any
business opportunity of the Registrant, (b) for acts or omissions which involve
intentional misconduct or a knowing violation of law, (c) for unlawful corporate
distributions or (d) for any transaction from which the director received an
improper benefit.
Under Article V of the Registrant's Bylaws, the Registrant is required
to indemnify its directors and officers to the fullest extent permitted by
Georgia law. The Georgia Business Corporation Code provides that a corporation
may indemnify its directors, officers and agents against judgments, fines,
penalties, amounts paid in settlement, and expenses, including attorneys' fees,
resulting from various types of legal actions or proceedings if the actions of
the party being indemnified meet the standards of conduct specified therein. The
determination concerning whether or not the applicable standard of conduct has
been met can be made by (a) a disinterested majority of the Board of Directors,
(b) a majority of a committee of disinterested directors or (c) independent
legal counsel. No indemnification may be made to or on behalf of a corporate
director, officer, employee or agent (i) in corporation in which such person was
adjudged liable to the corporation or (ii) in connection with any other
proceeding in which such person was adjudged liable on the basis that personal
benefit was improperly received by him.
In the event any payments are made to an officer or director by way of
indemnity, other than by court order, action of the shareholders or by an
insurance carrier, the Registrant must notify its shareholders of such payments
and all relevant details in a timely manner and in no event later than the
notice of the next annual shareholders' meeting.
The Registrant's directors and officers are insured against losses
arising from any claim against them as such for wrongful acts or omissions,
subject to certain limitations.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The Exhibits to this Registration Statement are listed in the Exhibit
Index on Page 7 of this Registration Statement, which Index is incorporated
herein by reference.
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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 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.
(2) For the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement of 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 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.
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
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 Morton, State of Illinois on the 22nd day of
December, 1998.
MORTON INDUSTRIAL GROUP, INC.
By: /s/ William D. Morton, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints William D. Morton, Daryl R. Lindeman and
Thomas D. Lauerman, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any other
documents and instruments incidental thereto, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, 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 by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ William D. Morton Chairman of the Board, Chief Executive Officer December 22, 1998
- ---------------------- and Director (Principal Executive Officer)
William D. Morton
/s/ Thomas D. Lauerman Vice President, Finance (Principal Financial December 22, 1998
- ----------------------- and Accounting Officer)
Thomas D. Lauerman
/s/ Fred W. Broling Director December 22, 1998
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Fred W. Broling
/s/ Alfred R. Glancy, III Director December 22, 1998
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Alfred R. Glancy, III
/s/ Mark W. Mealy Director December 22, 1998
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Mark W. Mealy
/s/ Willem F.P. de Vogel Director December 22, 1998
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Willem F.P. de Vogel
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EXHIBIT INDEX
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Exhibit Sequentially
Number Description of Documents Numbered Page
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<S> <C> <C>
4.1 Specimen Class A Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the registrant's Form S-8 dated December 15, 1998).
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4.2 Articles of Incorporation, as amended by Articles of
Amendment to Articles of Incorporation (incorporated by
reference to Exhibit 4.2 to the registrant's Form S-8 dated
December 15, 1998 and Exhibit 3 to the registrant's Form
8-K dated February 4, 1998).
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4.3 Bylaws, as amended (incorporated by reference to Exhibit
3.3, to the registrant's annual report on Form 10-K405
dated March 17, 1998).
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5 Opinion of Counsel. 8
23.1 Consent of Independent Auditor. 9
23.2 Consent of Independent Auditor 10
23.3 Consent of counsel (included in Exhibit 5). -
24 Power of Attorney (included on Signature Page of the Registration
Statement). -
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EXHIBIT 5
December 23, 1998
Morton Industrial Group, Inc.
1021 West Birchwood St.
Morton, Illinois 61550
Re: Shares of Common Stock To Be Issued Under Morton Industrial
Group, Inc.'s Stock Option Agreements Registration Statement
on Form S-8
Ladies and Gentlemen:
We have acted as counsel for of Morton Industrial Group, Inc., in
connection with the above-captioned Registration Statement on Form S-8 filed
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933, as amended, 602.862 shares of Common Stock of Morton
Industrial Group, Inc., a Georgia corporation (the "Company"), which shares are
issuable under Morton Industrial Group, Inc.'s Stock Option Agreements (the
"Agreements").
In connection with the preparation of the Registration Statement, we
have examined the Certificate of Incorporation of the Company, the current
Bylaws of the Company, such other records and other documents that we have
deemed relevant to this opinion.
Based on the foregoing, it is our opinion that the 602,862 shares of
Common Stock when issued in the manner and as provided for in the Agreements,
will be legally issued, fully paid and nonassessable, to the extent that such
shares are authorized and unissued shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Husch & Eppenberger, LLC
Husch & Eppenberger, LLC
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Morton Industrial Group, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Morton Industrial Group, Inc., relating to Morton Industrial Group,
Inc.'s Amended and Restated Executive and Director Stock Option Agreements of
our report dated February 4, 1998 related to the consolidated balance sheets of
Morton Metalcraft Holding Co. and Subsidiaries, as of December 31, 1997 and June
30, 1997 and 1996 and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the fiscal years in the
three-year period ended June 30, 1997.
Clifton Gunderson L.L.C.
Peoria, Illinois
December 23, 1998
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Morton Industrial Group, Inc., pertaining to the Morton Industrial
Group, Inc., Amended and Restated Executive and Director Stock Option
Agreements, of our report dated February 20, 1998 with respect to the financial
statements of MLX Corp., included in the Annual report (Form 10-K) of Morton
Industrial Group, Inc. (formerly MLX Corp.) for the year ended December 31, 1997
filed with the Securities and Exchange Commission.
Ernst & Young LLP
Atlanta, Georgia
December 23, 1998
