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Registration No. ______________
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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
ANTHONY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2077125
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4900 South Eastern Avenue
Los Angeles, California 90040
(Address of Principal Executive Office) (Zip Code)
1994 Incentive Stock Option Plan (the "Plan")
(Full title of plan)
Bernard I. Forester Copy to:
4900 South Eastern Avenue, Suite 200 Richard L. Goldberg, Esq.
Los Angeles, CA 90040 Proskauer Rose Goetz & Mendelsohn
(Name and address of agent for service) 1585 Broadway
New York, NY 10036
213-890-5800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Title of maximum
securities Amount offering Aggregate Amount of
to be to be price offering registration
registered registered per share price (2) fee
(1) (2)
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<S> <C> <C> <C> <C>
Common Stock, $1 par value 1,050,000 $17.00 $17,850,000 $6,155.22
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</TABLE>
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this Registration Statement also registers such additional shares
of the Company's Common Stock as may be offered or issued as described in
the Plan described herein to prevent dilution resulting from splits, stock
dividends or similar transactions.
(2) Estimated solely for purposes of computing the registration fee and based on
the fair market value of 1,050,000 shares of the Common Stock of the
Company. The closing price for shares of the Company's Common Stock as
reported on the New York Stock Exchange reporting system on December 27,
1994 was $17.00.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registration information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933 (the "Securities Act").
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents of Anthony Industries, Inc. (the "Company")
heretofore filed with the Commission are incorporated by reference into this
Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 filed under the Securities Exchange Act of 1934 (the "Exchange
Act").
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994 and September 30, 1994 filed under the Exchange
Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into the prospectus and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
The Company's Common Stock, $1 par value per share (the "Common Stock")
is registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.
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Item 5. Interests of Named Experts and Counsel.
Mr. Richard L. Goldberg, a director of the Company, is a member of
Proskauer Rose Goetz & Mendelsohn, general counsel to the Company.
Item 6. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation, in
accordance with the Delaware General Corporation Law, provides that directors
will not be monetarily liable for breach of their fiduciary duty as directors,
except for the liability of a director resulting from a director breaching his
duty of loyalty, failing to act in good faith, engaging in intentional
misconduct, knowingly violating a law, paying an illegal dividend, approving an
illegal stock repurchase, obtaining an improper personal benefit, or from
liability under federal or state securities laws.
The Company's Certificate of Incorporation provides a contractual right
to directors, officers and agents of the Company to be indemnified and held
harmless by the Company, to the fullest extent presently or subsequently
permitted by the Delaware General Corporation Law, against certain liabilities
and expenses relating to actual or threatened lawsuits involving the performance
of their duties.
The Company's directors and officers are insured under Directors' and
Officers' liability insurance policies.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
See the Exhibit Index herein.
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.
(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) do 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 the registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, 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 liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, 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 of whether
such indemnification by it is
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against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 of the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on
December 28, 1994.
ANTHONY INDUSTRIES, INC.
By /s/ B. I. Forester
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B. I. Forester
Chairman of the Board and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ B. I. Forester Director, Chairman of Dec. 28, 1994
- ------------------------ the Board and Chief
B. I. Forester Executive Officer
(principal executive
officer)*
/s/ John J. Rangel Senior Vice President- Dec. 28, 1994
- ------------------------ Finance (principal
John J. Rangel financial and accounting
officer)
/s/ R. L. Goldberg Director* Dec. 28, 1994
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Richard L. Goldberg
/s/ Hugh V. Hunter Director* Dec. 28, 1994
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Hugh V. Hunter
/s/ John H. Offermans Director* Dec. 28, 1994
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John H. Offermans
/s/ John B. Simon Director* Dec. 28, 1994
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John B. Simon
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*A majority of the directors of the registrant.
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EXHIBIT INDEX
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Sequentially
Exhibit Numbered
Number Description Page
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Exhibit 5 Opinion of Proskauer Rose Goetz & Mendelsohn
Exhibit 23.1 Consent of Proskauer Rose Goetz & Mendelsohn
(contained in its opinion filed as Exhibit 5 to this
Registration Statement)
Exhibit 23.2 Consent of Ernst & Young LLP
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EXHIBIT 5
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[LETTERHEAD OF PROSKAUER ROSE GOETZ & MENDELSOHN APPEARS HERE]
December 15, 1994
Anthony Industries, Inc.
4900 South Eastern Avenue
Los Angeles, CA 90040
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
You have requested our opinion in connection with Anthony Industries,
Inc.'s (the "Company") Registration Statement on Form S-8 (the "Registration
Statement"), pursuant to which the Company is registering under Section 5 of the
Securities Act of 1933 the offer and sale of up to 1,050,000 shares (the
"Shares") of its common stock, $1.00 par value, under the Company's 1994
Incentive Stock Option Plan (the "Plan").
We have reviewed copies of the Amended and Restated Certificate of
Incorporation, as amended, and the By-laws of the Company, the Registration
Statement and the Plan, and have examined such corporate documents and records
and other certificates, and have made such investigations of law, as we have
deemed necessary in order to render the opinion hereinafter set forth. As to
certain questions of fact material to our opinion, we have relied upon statement
of officers of the Company and upon certificates of public officials.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued upon the exercise of option in
accordance with the Plan, will be validly issued, fully paid and non-assessable.
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Anthony Industries, Inc.
December 15, 1994
Page 2
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
PROSKAUER ROSE GOETZ & MENDELSOHN
By: /s/ Robert Cantone
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
pertaining to the 1994 Incentive Stock Option Plan of our report dated February
17, 1994 with respect to the consolidated financial statements and schedules of
Anthony Industries, Inc. included and incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
December 29, 1994
