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Registration No. 333-__________
As filed with the Securities and Exchange Commission on August 14, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0919654
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
____________________
7900 Xerxes Avenue South
Suite 1800
Minneapolis, Minnesota 55431
(Address, including zip code,
of registrant's principal executive offices)
____________________
Apogee Enterprises, Inc.
2000 Employee Stock Purchase Plan
(Full title of the plan)
____________________
Patricia A. Beithon, Esq.
Secretary and General Counsel
Apogee Enterprises, Inc.
7900 Xerxes Avenue South
Minneapolis, Minnesota 55431
(952) 835-1874
(Name, address and telephone number,
including area code, of agent for service of process)
____________________
Copy to:
Robert A. Rosenbaum, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-2600
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered share (1) price (1) registration fee
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<S> <C> <C> <C> <C>
Common stock, par value 500,000
$.33-1/3 per share shares $3.98 $1,990,000 $525.36
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and Rule 457(c), based upon the average of the
high and low prices of the registrant's Common Stock on the Nasdaq National
Market on August 11, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Apogee Enterprises, Inc. (the
"Company"), are incorporated by reference in this Registration Statement, as of
their respective dates:
(a) Annual Report on Form 10-K for the year ended February 26, 2000.
(b)(1) Quarterly Report on Form 10-Q for the quarter ended June 3, 2000.
(b)(2) The Company's Current Report on Form 8-K dated June 14, 2000.
(b)(3) The Company's Current Report on Form 8-K dated July 29, 2000.
(c) The description of the Company's Common Stock contained in any
registration statement or report filed by the Company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed by the Company for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold shall
be deemed to be incorporated by reference herein 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 is subject to Minnesota Statutes, Chapter 302A. Section
302A.521 provides that a corporation shall indemnify any person made or
threatened to be made a party to a proceeding by reason of the former or present
official capacity (as defined) of such person against judgments, penalties,
fines (including, without limitation, excise taxes assessed against such person
with respect to an employee benefit plan), settlements and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such persons complained of in the proceeding, such person (1) has not been
indemnified therefor by another organization or employee benefit plan; (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 proceeding, had no reasonable cause to
believe the conduct was unlawful; and (5) reasonably believed that the conduct
was in the best interests of the corporation in the case of acts or omissions in
such person's official capacity for the corporation, or reasonably believed that
the conduct was not opposed to the best interests of the corporation in the case
of acts or omissions in such person's official capacity for other affiliated
organizations.
The Company's Restated Bylaws provide that the Company shall indemnify such
persons, for such liabilities and expenses, in such manner, under such
circumstances, and to such extent as required or permitted by Section 302A.521,
as now enacted or hereafter amended.
The Company also maintains an insurance policy or policies to assist in
funding indemnification of directors and officers of the Company for certain
liabilities.
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Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 Restated Articles of Incorporation (incorporated by reference to
Exhibit 3A to the Company's Annual Report on Form 10-K for year
ended February 27, 1998).
4.2 Rights Agreement between the Company and American Stock Transfer
Co. dated October 19, 1990 (incorporated by reference to the
Company's Form 8-A dated October 19, 1990).
4.3 Amendment No. 1 to Rights Agreement, dated June 28, 1995, to the
Rights Agreement between the Company and American Stock Transfer
Co. dated October 19, 1990 (incorporated by reference to the
Company's Form 8-A12G/A dated July 27, 1995).
4.4 Amendment No. 2 to Rights Agreement, dated February 22, 1999, to
the Rights Agreement between the Company and American Stock
Transfer Co. dated October 19, 1990 (incorporated by reference to
the Company's Form 8-A12G/A dated February 22, 1999).
4.5 Amendment No. 3 to Rights Agreement, dated December 7, 1999 to
the Rights Agreement between the Company and American Stock
Transfer Co. dated October 19, 1990 (incorporated by reference to
the Company's Form 8-A12/GA dated December 10, 1999).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
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 (the "Securities Act");
(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
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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) above 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 Exchange Act that are incorporated by reference in the
Registration Statement.
(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 any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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.
(h) 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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 other 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 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 Minneapolis, State of Minnesota, on August 14, 2000
APOGEE ENTERPRISES, INC.
By /s/ Russell Huffer
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Russell Huffer
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 14, 2000.
Signature Title
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/s/ Russell Huffer Chairman, President and Chief Executive
------------------------------ Officer
Russell Huffer Executive Officer and Director
(principal executive officer)
/s/ James S. Porter Controller
------------------------------
James S. Porter (principal financial and accounting officer)
* Director
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Bernard P. Aldrich
* Director
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Donald W. Goldfus
* Director
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Barbara B. Grogan
------------------------------ Director
Harry A. Hammerly
------------------------------ Director
J. Patrick Horner
* Director
------------------------------
James L. Martineau
------------------------------ Director
Stephen C. Mitchell
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* Director
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Laurence J. Niederhofer
------------------------------ Director
Ray C. Richelsen
* Director
------------------------------
Michael E. Shannon
* By :/s/ Patricia A. Beithon
------------------------
Patricia A. Beithon
Attorney-In-Fact
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EXHIBIT INDEX TO
FORM S-8
Apogee Enterprises, Inc.
Exhibit
Number Description
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4.1 Restated Articles of Incorporation (incorporated by reference to
Exhibit 3A to the Company's Annual Report on Form 10-K for year
ended February 27, 1998).
4.2 Rights Agreement between the Company and American Stock Transfer
Co. dated October 19, 1990 (incorporated by reference to the
Company's Form 8-A dated October 19, 1990).
4.3 Amendment No. 1 to Rights Agreement, dated June 28, 1995, to the
Rights Agreement between the Company and American Stock Transfer
Co. dated October 19, 1990 (incorporated by reference to the
Company's Form 8-A12G/A dated July 27, 1995).
4.4 Amendment No. 2 to Rights Agreement, dated February 22, 1999, to
the Rights Agreement between the Company and American Stock
Transfer Co. dated October 19, 1990 (incorporated by reference to
the Company's Form 8-A12G/A dated February 22, 1999).
4.5 Amendment No. 3 to Rights Agreement, dated December 7, 1999 to
the Rights Agreement between the Company and American Stock
Transfer Co. dated October 19, 1990 (incorporated by reference to
the Company's Form 8-A12/GA dated December 10, 1999).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
