As filed with the Securities and Exchange Commission
on June 22, 1995
Registration No.
----------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OWENS-CORNING FIBERGLAS CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 34-4323452
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) Number)
Fiberglas Tower
Toledo, Ohio 43659
(Address of Principal Executive Offices
including Zip Code)
OWENS-CORNING 1995 STOCK PLAN
(Full title of the plan)
Christian L. Campbell, Esq.
Senior Vice President, General Counsel and Secretary
Owens-Corning Fiberglas Corporation
Fiberglas Tower
Toledo, Ohio 43659
(Name and address of agent for service)
(419)248-8000
(Telephone number, including area code, for agent for service)
Calculation of Registration Fee
<TABLE>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock
par value
$.10 per 2,500,000
share shares (1) $36.75 (2) $91,875,000 $31,681.04
Preferred
Share
Purchase 2,500,000
Rights rights (1) None (3) None (3) (3)
/TABLE
<PAGE>
-2-
(1) Plus such indeterminable number of additional shares and rights
as may be required to be issued in the event of an adjustment as
a result of an increase in the number of issued shares of Common
Stock of the Company resulting from a subdivision of such
shares, the payment of a stock dividend or certain other capital
adjustments.
(2) Estimated solely for the purpose of calculating the registration
fee. The registration fee is being computed in accordance with
Rules 457(c) and 457(h), based upon an assumed price of $36.75
per share, the average of the high and low price on the New York
Stock Exchange Composite Tape on June 20, 1995.
(3) Any value attributable to the Preferred Share Purchase Rights is
reflected in the value of the Common Stock. Because no separate
consideration is paid for the Preferred Share Purchase Rights,
the registration fee for such securities is included in the fee
for the Common Stock.
<PAGE>
-3-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, heretofore filed by Owens-Corning
Fiberglas Corporation (the "Company" or the "Registrant") with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(1) The Company's annual report on Form 10-K (File No. 1-3660)
for the year ended December 31, 1994.
(2) The Company's current report on Form 8-K (File No. 1-3660),
dated January 21, 1995.
(3) The Company's current report on Form 8-K (File No. 1-3660),
dated February 10, 1995.
(4) The Company's current report on Form 8-K (File No. 1-3660),
dated March 14, 1995.
(5) The Company's quarterly report on Form 10-Q (File No. 1-
3660) for the quarter ended March 31, 1995.
(6) The description of the Common Stock, par value $.10 per
share, contained in a registration statement filed under
the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment indicating that all securities
offered hereby have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the
respective dates of filing of such documents.
Item 4. Description of Common Stock
Not applicable.
Item 5. Interests of Named Experts and Counsel
Christian L. Campbell, Esq., who has provided an opinion
concerning the legality of the securities to be offered under the
Plan, is Senior Vice President, General Counsel and Secretary of the
Company. As of May 31, 1995, Mr. Campbell was a direct or indirect
owner of 3,019 shares of Common Stock and 15,000 options to buy shares
of Common Stock, none of which were currently exercisable.<PAGE>
-4-
Item 6. Indemnification of Directors and Officers
A. Reference is made to Section 102(b)(7) of the General
Corporation Law of the State of Delaware as to the limitation of
personal liability of directors and officers and to Section 145 of the
General Corporation Law of the State of Delaware as to indemnification
by the Company of its directors and officers.
B. Article FOURTEENTH of the Company's Certificate of
Incorporation, as amended, provides as follows with respect to the
indemnification of the Company's directors and officers and the
limitation of personal liability of its directors and officers:
FOURTEENTH: The corporation shall indemnify to the full extent
authorized or permitted by law any person made, or threatened to
be made, a party to any action or proceeding (whether civil or
criminal or otherwise) by reason of the fact that he, his
testator or intestate, is or was a director or officer of the
corporation or by reason of the fact that such director or
officer, at the request of the corporation, is or was serving
any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, in any capacity.
Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and
officers may be entitled by law. No director of the corporation
shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary
duty by such a director as a director. Notwithstanding the
foregoing sentence, a director shall be liable to the extent
provided by applicable law (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which such director derived an improper
personal benefit. No amendment to or repeal of this Article
FOURTEENTH shall apply to or have any effect on the liability or
alleged liability of any director of the corporation for or with
respect to any acts or omissions of such director occurring
prior to such amendment.
C. Article IX of the Company's By-Laws provides as follows with
respect to the indemnification of the Company's directors and
officers:
<PAGE>
-5-
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall, to the fullest extent permitted by
applicable law from time to time in effect (but, in the case of any
amendment of such law, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than such
law permitted the Corporation to provide prior to such amendment),
indemnify any and all persons who may serve or who have served at any
time as directors or officers of the Corporation, or who at the
request of the Corporation may serve or at any time have served as
directors, officers, employees or agents of another corporation
(including subsidiaries of the Corporation) or of any partnership,
joint venture, trust or other enterprise, and any directors or
officers of the Corporation who at the request of the Corporation may
serve or at any time have served as agents or fiduciaries of an
employee benefit plan of the Corporation or any of its subsidiaries,
from and against any and all of the expenses, liabilities or other
matters referred to in or covered by law whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent. The Corporation may also
indemnify any and all other persons whom it shall have power to
indemnify under any applicable law from time to time in effect to the
extent permitted by such law. The indemnification provided by this
Article IX shall not be deemed exclusive of any other rights to which
any person may be entitled under any provision of the Certificate of
Incorporation, other By-Law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in an
official capacity and as to action in another capacity while holding
such office, and shall be contract rights and continue as to a person
who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person.
If a claim under this Article IX is not paid in full by the
Corporation within sixty days after a written claim has been received
by the Corporation, except in the case of a claim for an advancement
of expenses, in which case the applicable period shall be twenty days,
the director or officer may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought
by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the director or officer shall be entitled
to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the director or officer to enforce a right to
indemnification hereunder (but not in a suit brought by the director
or officer to enforce a right to an advancement of expenses) it shall
be a defense that, and (ii) any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final
adjudication that, the director or officer has not met any applicable
standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel, or its<PAGE>
-6-
stockholders) to have made a determination prior to the commencement
of such suit that indemnification of the director or officer is proper
in the circumstances because the director or officer has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its Board, independent legal counsel, or its stockholders)
that the director or officer has not met such applicable standard of
conduct, shall create a presumption that the director or officer has
not met the applicable standard of conduct or, in the case of such a
suit brought by the director or officer, be a defense to such suit.
In any suit brought by the director or officer to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the director or
officer is not entitled to be indemnified, or to such advancement of
expenses, under this Article IX or otherwise shall be on the
Corporation.
The indemnification provided in this Article IX shall inure to
each person referred to herein, whether or not the person is serving
in any of the enumerated capacities at the time such expenses
(including attorneys' fees), judgments, fines or amounts paid in
settlement are imposed or incurred, and whether or not the claim
asserted against him is based on matters which antedate the adoption
of this Article IX. None of the provisions of this Article IX shall
be construed as a limitation upon the right of the Corporation to
exercise its general power to enter into a contract or understanding
of indemnity with a director, officer, employee, agent or any other
person in any proper case not provided for herein. Each person who
shall act or have acted as a director or officer of the Corporation
shall be deemed to be doing so in reliance upon such right of
indemnification.
For purposes of this Article IX, the term "Corporation" shall
include constituent corporations referred to in subsection (h) of
Section 145 of the General Corporation Law of the State of Delaware
(or any similar provision of applicable law at the time in effect).
D. The Company has entered into an Indemnity Agreement with
each member of the Company's Board of Directors. Each Indemnity
Agreement provides, among other things, that in the event the director
was, is or becomes a party, witness or other participant in a Claim
(as defined in the Indemnity Agreement) by reason of (or arising in
part out of) an Indemnifiable Event (as defined in the Indemnity
Agreement), the Company is required to indemnify the director to the
fullest extent authorized by the Company's By-Laws as in effect on the
date of the Indemnification Agreement notwithstanding any subsequent
amendment, repeal or modification of such By-Laws, against any and all
expenses, judgments, fines, penalties and amounts paid in settlement
of such Claim. The Indemnity Agreement requires that the Company
advance to the director all expenses relating to Claims and contains
an undertaking by the director to reimburse the Company for any such
advances that are subsequently determined in a final judicial
determination to have been impermissible under applicable law.
<PAGE>
-7-
E. The directors and officers of the Company are covered by
insurance policies, maintained by the Company at its expense, insuring
the directors and officers against certain liabilities which might be
incurred by them in such capacities, including liabilities arising
under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
-8-
Item 8. Exhibits
Exhibit No. Description
----------- -----------
4(a) Certificate of Incorporation of the
Registrant, as amended (incorporated by
reference to Exhibit (3) to Registrant's
annual report on Form 10-K (File No. 1-3660)
for the fiscal year ended December 31, 1986).
4(b) By-laws of the Registrant, as amended
(incorporated by reference to Exhibit (19) to
Registrant's quarterly report on Form 10-Q
(File No. 1-3660) for the fiscal quarter
ended March 31, 1988).
4(c) Specimen Certificate of Common Stock of the
Registrant (incorporated by reference to
Exhibit 4(c) to Registrant's Registration
Statement on Form S-3, Registration No. 33-
55163).
4(d) Rights Agreement (incorporated by reference
to Exhibit 1 to Registrant's Registration
Statement on Form 8-A (File No. 1-3660),
dated December 23, 1986).
4(e) Copy of Certificate of Designation of Series
A Participating Preferred Stock (incorporated
by reference to Exhibit A to the Rights
Agreement, which is Exhibit 1 to Registrant's
Registration Statement on Form 8-A (File No.
1-3660), dated December 23, 1986).
4(f) Copy of Certificate of Increase of
Designation of Series A Participating
Preferred Stock (incorporated by reference to
Exhibit 4(f) to Registrant's Registration
Statement on Form S-3, Registration No. 33-
55163).
5 Opinion of counsel as to the legality of the
securities being registered (filed herewith).
23(a) Consent of Arthur Andersen LLP, independent
public accountants (filed herewith).
23(b) Consent of counsel (included in Exhibit 5).
24 Powers of Attorney (included on signature
page).
<PAGE>
-9-
Item 9. Undertakings
(a) Rule 415 Offering. 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;
(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 may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities
Act 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.
(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.
(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; and
(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.
<PAGE>
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(b) Subsequent Exchange Act Documents. 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 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to 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 the time shall
be deemed to be the initial bona fide offering thereof.
(c) Indemnification. 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
Securities and Exchange 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 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.
<PAGE>
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SIGNATURES
The Registrant. 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
Toledo, State of Ohio, on the 21st day of June, 1995.
Owens-Corning Fiberglas Corporation
By: /s/Gregory M. Thomson
----------------------
Name: Gregory M. Thomson
Title: Senior Vice President -
Human Resources
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christian L. Campbell, David W.
Devonshire, Gregory M. Thomson, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her 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 each Registration Statement amended hereby, and to file the
same, with all exhibits thereto and other 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents 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 dates indicated.
<PAGE>
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<TABLE>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/Glen H. Hiner Chairman of the Board and June 12, 1995
- ----------------------- Chief Executive Officer
(Glen H. Hiner) (Principal Executive
Officer) and Director
/s/David W. Devonshire Senior Vice President June 19, 1995
- ----------------------- and Chief Financial
(David W. Devonshire) Officer (Principal
Financial Officer)
/s/Domenico Cecere Vice President and June 16, 1995
- ----------------------- Controller
(Domenico Cecere)
/s/Norman P. Blake, Jr. Director June 16, 1995
- -----------------------
(Norman P. Blake, Jr.)
/s/William W. Colville Director June 21, 1995
- -----------------------
(William W. Colville)
/s/Landon Hilliard Director June 12, 1995
- -----------------------
(Landon Hilliard)
/s/Trevor Holdsworth Director June 14, 1995
- -----------------------
(Sir Trevor Holdsworth)
/s/Jon M. Huntsman, Jr. Director June 9, 1995
- -----------------------
(Jon M. Huntsman, Jr.)
/s/W. Walker Lewis Director June 16, 1995
- -----------------------
(W. Walker Lewis)
/s/David T. McGovern Director June 16, 1995
- -----------------------
(David T. McGovern)
/s/Furman C. Moseley, Jr. Director June 16, 1995
- -----------------------
(Furman C. Moseley, Jr.)
/s/W. Ann Reynolds Director June 12, 1995
- -----------------------
(W. Ann Reynolds)
</TABLE>
<PAGE>
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EXHIBIT INDEX
<TABLE>
Exhibit No. Description
----------- -----------
<S> <C>
4(a) Certificate of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit (3)
to Registrant's annual report on Form 10-K (File
No. 1-3660) for the fiscal year ended December 31,
1986).
4(b) By-laws of the Registrant, as amended (incorporated
by reference to Exhibit (19) to Registrant's
quarterly report on Form 10-Q (File No. 1-3660) for
the fiscal quarter ended March 31, 1988).
4(c) Specimen Certificate of Common Stock of the
Registrant (incorporated by reference to Exhibit
4(c) to Registrant's Registration Statement on Form
S-3, Registration No. 33-55163).
4(d) Rights Agreement (incorporated by reference to
Exhibit 1 to Registrant's Registration Statement on
Form 8-A (File No. 1-3660), dated December 23,
1986).
4(e) Copy of Certificate of Designation of Series A
Participating Preferred Stock (incorporated by
reference to Exhibit A to the Rights Agreement,
which is Exhibit 1 to Registrant's Registration
Statement on Form 8-A (File No. 1-3660), dated
December 23, 1986).
4(f) Copy of Certificate of Increase of Designation of
Series A Participating Preferred Stock
(incorporated by reference to Exhibit 4(f) to
Registrant's Registration Statement on Form S-3,
Registration No. 33-55163).
5 Opinion of counsel as to the legality of the
securities being registered (filed herewith).
23(a) Consent of Arthur Andersen LLP, independent public
accountants (filed herewith).
23(b) Consent of counsel (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
</TABLE>
EXHIBIT 5
June 19, 1995
Owens-Corning Fiberglas Corporation
Fiberglas Tower
Toledo, Ohio 43659
Re: Owens-Corning 1995 Stock Plan
Dear Sirs:
I am Senior Vice President, General Counsel and Secretary of Owens-
Corning Fiberglas Corporation (the "Company"), a Delaware corporation,
and have acted as counsel to the Company in connection with the
preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration, in connection with the Company's 1995 Stock Plan (the
"Plan"), of 2,500,000 shares of the Company's Common Stock, par value
$.10 per share ("Covered Shares"), each of which Covered Shares
includes a Preferred Share Purchase Right relating to the Company's
Series A Participating Preferred Stock, no par value.
In so acting, I have supervised other members of the Company's Law
Department who have performed work in connection with the transactions
contemplated by the Plan.
I, or other members of the Company's Law Department, have examined and
relied upon the originals, or copies certified or otherwise identified
to our satisfaction, of such corporate records, documents,
certificates and other instruments, and have made such other
investigations, as in our judgment are necessary or appropriate to
enable me to render the opinion expressed below. In our examination,
we have assumed the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies, the genuineness of all
signatures, and the due authority of the parties (other than the
Company) executing any such documents.
Based upon the foregoing, I am of the opinion that the Covered Shares
to be issued pursuant to the Plan have been duly and validly
authorized for issuance and, when issued and paid for in accordance
with the terms of the Plan, will be legally and validly issued, fully
paid and non-assessable.
I am a member of the Bar of the State of Illinois and do not hold
myself out as an expert on the laws of any other state except the
corporate laws of the State of Delaware, and my opinion is limited to
the corporate laws of the State of Delaware and the federal laws of
the United States.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Christian L. Campbell
- -------------------------
Christian L. Campbell
CLC\lms
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8
of our report dated January 21, 1995, included in Owens-Corning
Fiberglas Corporation's annual report on Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
Toledo, Ohio
June 19, 1995.
