As filed with the Securities and Exchange Commission on September 30, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MORGAN PRODUCTS LTD.
(Each name of registrant as specified in its charter)
Delaware 06-1095650
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
469 McLaws Circle, Willimsburg, Virginia 23185
(Address of principal executive offices) (Zip Code)
MORGAN PRODUCTS LTD. INCENTIVE STOCK OPTION PLAN (1995)
(Full title of the plan)
Douglas H. MacMillan Telephone number,
Vice President and Chief including area code,
Financial Officer of agent for service:
Morgan Products Ltd.
469 McLaws Circle (757) 564-1700
Williamsburg, Virginia 23185
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per share(1) price(1) fee
<S> <C> <C> <C>
Common Stock, $0.10 par value . . . . . . . . . . . . . . 150,000 shares(2) $7.38 $1,107,000 $382
1 Estimated solely for purpose of calculating the registration fee and based
on the average of the high and low prices of a share of Common Stock, $0.10
par value, of the registrant on the New York Stock Exchange composite tape.
2 An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative. There are
also being registered hereunder an equal number of Share Purchase Rights,
which initially will be attached to and transferable only with the Common
Stock, $0.10 par value.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The previously filed registration statements, File Nos. 33-32264,
33-23419 and 33-7998, on Form S-8 covering Common Stock and accompanying Share
Purchase Rights offered pursuant to the Morgan Products Ltd. Incentive Stock
Option Plan (1985) and the Morgan Products Ltd. Incentive Stock Option Plan
(1990), are incorporated into this Registration Statement by reference.
Registrant's annual report on Form 10-K with respect to 1995 filed by registrant
under the Securities Exchange Act of 1934, as amended, all other reports
subsequently filed by registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, in fiscal 1996, and registrant's
description of its Common Stock and its Common Share Purchase Rights contained
in its respective Form 8-A Applications for Registration of Certain Classes of
Securities pursuant to Section 12(b) or (g) of the Securities Exchange Act of
1934, as amended, including any amendment or report filed for the purpose of
updating such description, are also incorporated into this Registration
Statement by reference.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of post-effective amendment which indicates that all shares
offered have been sold or which deregisters all shares then remaining unsold,
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 8. Exhibits
The following are filed as exhibits to this Registration Statement:
5 Opinion (including consent) dated September 30, 1996 of
McDermott, Will & Emery, special counsel with respect to the
Morgan Products Ltd. Incentive Stock Option Plan (1995).
24 Consent of Price Waterhouse LLP, independent accountants.
25 Power of Attorney (included on signature page).
Item 9. Undertakings
The registrant hereby undertakes that, 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 provisions of the Certificate of Incorporation or Bylaws of the
registrant 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 expressed in the Act and
will be governed by the final adjudication of such issue. The foregoing
undertaking applies both to this Registration Statement and the registrant's
registration statements on Form S-8, File Nos. 33-32264, 33-23419 and 33-7998,
heretofore filed with the Securities and Exchange Commission.
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 Williamsburg, State of Virginia, on September
30, 1996.
MORGAN PRODUCTS LTD.
By: /s/ Douglas H. MacMillan
Douglas H. MacMillan, Vice President,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Morgan Products Ltd.
hereby severally constitute Douglas H. MacMillan and Larry R. Robinette and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
amendments (including post-effective amendments) to the Registration Statement,
and generally to do all things in our name and behalf in the capacities
indicated below to enable Morgan Products Ltd. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
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.
/s/ Frank J. Hawley Jr. September 30, 1996
Frank J. Hawley, Jr.,
Chairman of the Board and
Director
/s/ Larry R. Robinette September 30, 1996
Larry R. Robinette,
President, Chief Executive
Officer
and Director (Principal
Executive Officer)
/s/ Douglas H. MacMillan September 30, 1996
Douglas H. MacMillan,
Vice President, Chief
Financial Officer
and Secretary (Principal
Financial and
Accounting Officer)
/s/ John S. Crowley September 30, 1996
John S. Crowley, Director
/s/ Howard G. Haas September 30, 1996
Howard G. Hass, Director
/s/ William R. Holland September 30, 1996
William R. Holland, Director
/s/ Patrick J. McDonough, Jr. September 30, 1996
Patrick J. McDonough, Jr.,
Director
/s/ Alton F. Doody, Jr. September 30, 1996
Alton F. Doody, Jr., Director
/s/ Byron H. Tony Stebbins September 30, 1996
Byron H. Tony Stebbins,
Director
/s/ Edward T. Tokar September 30, 1996
Edward T. Tokar, Director
EXHIBIT INDEX
Exhibit No. Descriptions
5 Opinion (including consent) dated
September 30, 1996, of McDermott, Will &
Emery, special counsel with respect to
the Morgan Products Ltd. Stock Option
Plan.
24 Consent of Price Waterhouse LLP, independent
accountants.
25 Power of Attorney (included on signature
page).
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Exhibit 5
McDERMOTT, WILL & EMERY
227 West Monroe Street, Suite 3100
Chicago, Illinois 60606-5096
September 30, 1996
Morgan Products Ltd.
469 McLaws Circle
Williamsburg, Virginia 23185
Re: 150,000 Shares of Common Stock ($.10 par
value per share) Including Share Purchase Rights
for Morgan Products Ltd. Incentive Stock Option
Plan (1995) (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for Morgan Products Ltd. (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of 150,000 shares of the Company's Common
Stock, $.10 par value per share (the "Common Stock"), which may be purchased
pursuant to the Plan and 150,000 Share Purchase Rights which currently are
attached to, and trade with, the Common Stock.
We have examined or considered:
1. A copy of the Company's Restated Certificate of Incorporation, as
amended.
2. The Bylaws of the Company, as amended.
3. Telephonic confirmation of the Secretary of State of Delaware, as
of a recent date, as to the good standing of the Company in that state.
4. A copy of resolutions duly adopted by the Board of Directors of
the Company relating to the Plan.
5. A copy of the Plan, as amended to date.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock under
the Plan have been duly taken, and the Common Stock, upon acquisition
pursuant to the terms of the Plan, and the related Share Purchase Rights,
will be duly authorized, legally and validly issued, fully paid and
nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
LMK:cm
EXHIBIT 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 1996 which appears in
the 1995 Annual Report to Shareholders of Morgan Products Ltd., which is
incorporated by reference in Morgan Products Ltd.'s Annual Report on Form 10-
K. We also consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears in such Annual Report on Form
10-K.
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
September 27, 1996
