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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BUSH INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 16-0837346
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
ONE MASON DRIVE, JAMESTOWN, NEW YORK 14702
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(Address of Principal Executive Offices) (Zip Code)
BUSH INDUSTRIES, INC. 1985 STOCK PLAN AND
BUSH INDUSTRIES, INC. 1985 INCENTIVE STOCK OPTION PLAN
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(Full title of the plan)
ROBERT L. AYRES, CHIEF FINANCIAL OFFICER, ONE MASON DRIVE, JAMESTOWN, NY 14702
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(Name and address of agent for service)
(716) 665-2000
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(Telephone number, including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Title of maximum maximum of
securities to Amount to be offering price aggregate registration
be registered registered(1) per share offering price(4) fee(4)(5)
____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Class A Common 200,000(2) $15.81 $ 1,027,650 $ 322.00
Stock, $.10 par value
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Class A Common 390,942(3) $13.37 $5,226,894.54 $1,802.34
Stock, $.10 par value
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Total $2,124.34
Previously Paid $ 322.00
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Total Due $1,802.34
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(1) Pursuant to Rule 416(c), promulgated under the Securities Act of 1933, as
amended, the Registration Statement also covers an indeterminate amount of
securities to be offered or sold as a result of any adjustments from stock
splits, stock dividends or similar events.
(2) Represents 200,000 shares of Class A Common Stock of Bush Industries, Inc.
(the "Company"), issuable upon the exercise of qualified and non-qualified
stock options granted under and in accordance with the terms and conditions
of the Bush Industries, Inc. 1985 Stock Plan and/or the Bush Industries,
Inc. 1985 Incentive Stock Option Plan (collectively hereinafter the "Plan").
Also includes an additional 175,000 shares of Class A Common Stock issued as
a result of stock dividends and/or stock splits effectuated in the form of
stock dividends by the Company.
(3) Represents 390,942 additional shares of the Company's Class A Common Stock
issuable upon the exercise of qualified and non-qualified stock options
granted under and in accordance with the terms and conditions of the Plan.
(4) This Registration Statement on Form S-8 relates to an amendment to the Plan,
as to which a Registration Statement on Form S-8 was filed on August 9, 1991
(File No. 33-42262), as amended on July 27, 1993. This amendment increases
the number of shares of Class A Common Stock subject to such Plan and being
registered hereunder by 390,942 shares of Class A Common Stock. In
accordance with Instruction E to Form S-8, the filing fee is calculated
solely with respect to the additional 390,942 shares of Class A Common Stock
subject to such Plan.
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This Registration Statement relates to an amendment to the Bush Industries,
Inc. 1985 Stock Plan and the Bush Industries, Inc. 1985 Incentive Stock Option
Plan (collectively, the "Plan"), increasing the number of shares of Bush
Industries, Inc. (the "Company") Class A Common Stock, par value $.10 per share,
by 390,942 shares of Class A Common Stock subject to the Plan and being
registered hereunder. The Registration Statement on Form S-8 filed by the
Company on August 9, 1991 (File No. 33-42262), and as amended on July 27, 1993,
relating to the Plan is incorporated by reference herein.
(iii)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Exhibits
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<S> <C>
In accordance with Instruction E (Registration of Additional
Securities) to Form S-8, the following exhibits are included herein
with respect to the registration of the additional 390,942 shares of
the Company's Class A Common Stock (the "Additional Shares"), subject
to the Plan.
5 Opinion of Broad and Cassel, a partnership including professional
associations, as to the legality of the Additional Shares being
registered hereunder.
23.1 The consent of Broad and Cassel, a partnership including professional
associations, is included in the opinion filed as Exhibit 5 to the
Registration Statement.
23.2 Consent of Deloitte & Touche LLP, independent public accountants.
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(iv)
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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 Jamestown, State of New York, on this 23rd day of
October, 1995.
BUSH INDUSTRIES, INC.
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Registrant
By:/s/ Paul S. Bush
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Paul S. Bush, Chairman of the Board of
Directors, 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 and on the date indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Paul S. Bush Chairman of the Board of Directors, October 23, 1995
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Paul S. Bush President and Chief Executive Officer
/s/ Robert L. Ayres Executive Vice President, Chief October 23, 1995
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Robert L. Ayres Operating Officer, Chief Financial Officer
and Director
/s/ Lewis H. Aronson Vice President of Corporate October 23, 1995
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Lewis H. Aronson Development and Director
/s/ Gregory P. Bush Vice President of Administration October 23, 1995
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Gregory P. Bush and Director
/s/ Donald F. Hauck Senior Vice President and Director October 23, 1995
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Donald F. Hauck
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<TABLE>
<S> <C> <C>
/s/ David G. Messinger Senior Vice President of Sales and October 23, 1995
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David G. Messinger Marketing and Director
/s/ Jerald D. Bidlack Director October 23, 1995
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Jerald D. Bidlack
/s/ Paul A. Benke Director October 23, 1995
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Paul A. Benke
/s/ Robert E. Hallagan Director October 23, 1995
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Robert E. Hallagan
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EXHIBIT 5
[LETTERHEAD OF BROAD & CASSEL APPEARS HERE]
October 23, 1995
Bush Industries, Inc.
One Mason Drive
Jamestown, New York 14702
Re: Registration Statement on Form S-8
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Gentlemen:
We are special counsel to Bush Industries, Inc., a Delaware corporation
(the "Company"), and our opinion has been requested with respect to the
inclusion of an aggregate 390,942 additional shares of the Company's Class A
Common Stock (the "Additional Shares") under a Registration Statement on Form S-
8, which Additional Shares are issuable upon exercise of stock options issued in
accordance with and under the terms of the Bush Industries, Inc. 1985 Stock Plan
and the Bush Industries, Inc. 1985 Incentive Stock Option Plan (collectively the
"Plan"). The Company had previously filed a Registration Statement on Form S-8
on August 9, 1991 (File No. 33-42262), and as amended on July 27, 1993, with
respect to shares of Class A Common Stock underlying the Plan. This opinion
relates solely to the Additional Shares subject to the Plan, and no opinion is
expressed herein with respect to the prior Registration Statement, as amended.
This opinion has been prepared and is to be construed in accordance with
the Report on Standards for Florida Opinions dated April 8, 1991, issued by the
Business Law Section of The Florida Bar, 46 The Business Lawyer, No. 4 (the
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"Report"). The Report is incorporated by reference into this opinion.
Based upon the foregoing, it is our opinion that the Additional Shares
have been duly authorized, and when issued upon payment therefor and in
accordance with the terms of the options granted under the Plan, will be validly
issued, fully paid and non-assessable.
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Bush Industries, Inc.
October 23, 1995
Page 4
In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein,
and the general corporation law of the State of Delaware.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 relating to the Additional Shares, as filed
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission.
Very truly yours,
BROAD AND CASSEL
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Bush Industries, Inc. on Form S-8 of our reports dated February 10, 1995,
incorporated by reference in the Annual Report on Form 10-K of Bush Industries,
Inc. for the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
October 23, 1995
