<PAGE>
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BUSH INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 16-0837346
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
- --------------------------------------------------------------------------------
(Full title of the plan)
ROBERT L. AYRES, CHIEF FINANCIAL OFFICER, ONE MASON DRIVE, JAMESTOWN, NY 14702
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(716) 665-2000
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM
OFFERING PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE PRICE AGGREGATE OFFERING REGISTRATION FEE
BE REGISTERED REGISTERED/(1)/ PER SHARE PRICE
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 440,625(2) shares $13.37 $5,891,156.25 $2,031.39
Stock, $.10 par value
- --------------------------------------------------------------------------------------------------
Class A Common 1,964(2) shares $ 4.20 $ 8,248.80 $ 2.84
Stock, $.10 par value
- --------------------------------------------------------------------------------------------------
Class A Common 1,222(2) shares $ 4.60 $ 5,621.20 $ 1.94
Stock, $.10 par value
- --------------------------------------------------------------------------------------------------
Class A Common 1,523(2) shares $ 2.93 $ 4,462.39 $ 1.54
Stock, $.10 par value
- --------------------------------------------------------------------------------------------------
Class A Common 573(2) shares $ 3.53 $ 2,022.69 $ 0.70
Stock, $.10 par value
- --------------------------------------------------------------------------------------------------
Class A Common 480(2) shares $ 5.33 $ 2,558.40 $ 0.88
Stock, $.10 par value
- --------------------------------------------------------------------------------------------------
Class A Common 4,498(3) shares $25.50 $ 114,699.00 $ 39.55
Stock, $.10 par value
- --------------------------------------------------------------------------------------------------
TOTAL $6,028,768.73 $2,078.84
- --------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Pursuant to Rule 416(c), promulgated under the Securities Act of 1933, as
amended, this 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 shares of Class A Common Stock of Bush Industries, Inc.
issuable upon the exercise of a like number of outstanding stock options
granted to Directors and/or Officers of the Registrant, and certain of
their spouses who are employees of the Registrant, 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,
the "Plans").
/(3)/ Represents an aggregate 4,498 shares of Class A Common Stock awarded to
Directors and/or Officers of the Registrant, and certain of their spouses
who are employees of the Registrant, in accordance with the terms and
conditions of the Plans.
ii
<PAGE>
BUSH INDUSTRIES, INC.
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
REGISTRATION STATEMENT CAPTION OR
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
----------------------- ----------------------
<S> <C>
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus. Cover Page of Prospectus.
2. Inside Front and Outside Back Inside Front and Outside Back Cover
Cover Pages of Prospectus. Pages of Prospectus.
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges. Description of Plans.
4. Use of Proceeds. Use of Proceeds.
5. Determination of Offering Price. Not Applicable.
6. Dilution. Not Applicable.
7. Selling Security Holders. Selling Security Holders.
8. Plan of Distribution. Selling Security Holders.
9. Description of Securities to be
Registered. Description of Plans.
10. Interests of Named Experts and
Counsel. Legal Opinion.
11. Material Changes. Not Applicable.
12. Incorporation of Certain Incorporation of Documents by
Information by Reference. Reference.
13. Disclosure of Commission Position
on Indemnification for Securities Indemnification of Directors and
Act Liabilities. Officers; Undertakings.
14. Indemnification of Directors and Indemnification of Directors and
Officers Officers
15. Exemption from Registration
Claimed. Exemption from Registration Claimed.
16. Exhibits. Exhibits.
17. Undertakings. Undertakings.
</TABLE>
iii
<PAGE>
PROSPECTUS
450,885 SHARES
BUSH INDUSTRIES, INC.
CLASS A COMMON STOCK
($.10 PAR VALUE)
Bush Industries, Inc. (the "Company") is registering an aggregate 450,885
shares of Class A Common Stock (the "Shares"), of which 446,387 Shares are
issuable upon the exercise of a like number of outstanding stock options granted
to certain Directors and/or Officers of the Company, and certain of their
spouses who are employees of the Company. These stock options and an aggregate
4,498 Shares of Class A Common Stock included herein were granted pursuant to
the Bush Industries, Inc. 1985 Stock Plan (the "1985 Stock Plan") and/or the
Bush Industries, Inc. 1985 Incentive Stock Option Plan (the "Incentive Plan").
(The 1985 Stock Plan and the Incentive Plan are hereinafter collectively
referred to as the "Plans.") The Directors and/or Officers, and certain of their
spouses who are employees of the Company, may offer these Shares (upon exercise
of the stock options with respect to an aggregate 446,387 Shares) for sale as
principals for their own accounts at any time and from time to time on the New
York Stock Exchange or otherwise at prices prevailing at the time of sale or in
private sales and at prices to be negotiated. The Directors and/or Officers,
and such spouses, upon exercise of the options and sale of the Shares of Common
Stock issuable thereunder and/or upon sale of the aggregate 4,498 shares
included hereunder will receive the entire proceeds from such sale (see "Selling
Security Holders"). Such Directors and/or Officers of the Company may be deemed
to be affiliates of the Company, as that term is defined under Rule 405 of the
Securities Act of 1933, as amended. Upon exercise of the above-described stock
options, the Company will receive gross proceeds of approximately $5,914,070.
See "Use of Proceeds."
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED HEREIN IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE LAWFULLY MADE.
The date of this Prospectus is April 18, 1996.
-1-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy and information statements and other information concerning the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
500 West Madison, Chicago, Illinois 60661; 7 World Trade Center, Room 1028, New
York, New York 10048; 411 West Seventh Street, Fort Worth, Texas 76102, 8th
Floor; and 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, California
90036-3648. Copies of any such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
The Company will provide without charge to each person to whom a Prospectus
is delivered, upon written or oral request of such person, a copy of any and all
of the information that has been incorporated herein by reference (not including
exhibits thereto). Such requests should be made to the Corporate Treasurer,
Bush Industries, Inc., One Mason Drive, Jamestown, New York 14702 (716)
665-2000.
DESCRIPTION OF PLANS
The Company adopted the Plans for the award of incentive stock options, non-
qualified stock options, stock appreciation rights ("SARs") and contingent stock
("Contingent Stock"), where appropriate under the respective Plans. Under the
terms of the Plans, no grant or award thereunder may be made after March 1,
1995, the termination date of such Plans. Outstanding options as of such date
issued under the Plans will continue to be outstanding until the earlier of the
exercise thereof or expiration thereof pursuant to the terms of grant. As of
December 30, 1995, the maximum number of Shares of Class A Common Stock
available for issuance under the Plans upon exercise of outstanding stock
options is 1,363,248, as adjusted for stock splits and/or stock dividends. The
Plans are administered by the Compensation Committee (the "Committee") of the
Board of Directors. No member of such Committee is eligible to participate in
the Plans.
1985 STOCK PLAN. The Company's 1985 Stock Plan provided for the grant of the
following securities to Officers and other key employees of the Company,
including Directors who were also employees of the Company. Such securities
which may have been granted under the 1985 Plan included non-qualified stock
options to acquire Shares of the Company's Class A Common Stock, which may be
accompanied by SARs, and Contingent Stock, which are Shares of the Company's
Class A Common Stock, issued subject to certain restrictions.
Non-qualified options granted under the 1985 Stock Plan must have had an
option price that is at least 100% of the fair market value of the Class A
Common Stock on the date of grant and no non-qualified option can be exercisable
within one year after the date of grant. Unless otherwise specified in the
grant, non-qualified options expire 10 years and one day after the date of
grant.
1985 INCENTIVE STOCK OPTION PLAN. Qualified stock options issued under the
Incentive Plan must have had an exercise price equal to the fair market value of
the Shares of Class A Common Stock on the date that the option was granted, or,
in the case of a substantial stockholder, the exercise price of each Share of
Class A Common Stock subject to an option could not be less than 110% of the
fair market value of the Shares of Class A Common Stock on the date the option
is granted.
-2-
<PAGE>
USE OF PROCEEDS
The Company will not realize any proceeds upon the sale of the Shares of
Class A Common Stock issuable upon the exercise of the stock options, or upon
the sale of outstanding Shares of Class A Common Stock issued under the Plans.
Upon the issuance of an aggregate 446,387 Shares of Class A Common Stock upon
the exercise of a like number of outstanding stock options pursuant to the terms
of the Plans, the Company will receive gross proceeds of up to approximately
$5,914,070. The Company intends to use such proceeds for working capital
purposes.
-3-
<PAGE>
SELLING SECURITY HOLDERS
The following table lists the selling stockholders with respect to the
Shares of Class A Common Stock being registered hereunder; the number of Shares
of Class A Common Stock known to the Company to be held by each selling
stockholder as of April 16, 1996; the number of stock options granted to each
pursuant to the Plans; the number of Shares to be sold by each; and the number
and percentage of outstanding Shares of Class A Common Stock to be owned by each
after the sale of the Shares hereunder.
The selling stockholders intend to offer the Shares (of which an
aggregate 446,387 Shares are issuable upon exercise of outstanding stock
options) for sale as principals for their own accounts at any time and from time
to time on the New York Stock Exchange or otherwise, at prices prevailing at the
time of sale, or in private sales and at prices to be negotiated. Of the
selling stockholders, Robert L. Ayres is Chief Operating Officer, Chief
Financial Officer, and a Director of the Company; Lewis H. Aronson is Vice
President of Corporate Development and a Director of the Company; Ernest C.
Artista is the Company's Secretary; Douglas S. Bush is Vice President of
Merchandising and a Director of the Company; Gregory S. Bush is Vice President
of Administration and New Business Development and a Director of the Company;
and Neil Frederick is the Treasurer of the Company.
<TABLE>
<CAPTION>
Percentage of
Total Shares of
Number Number of Number of Class A Common
of Shares of Options Shares of Shares of Stock Owned (13)
Class A Granted Class A Class A Common --------------------
Selling Common Pursuant to Common Stock Owned Before After
Stockholders Stock Owned the Plans Stock to Be Sold After Offering Offering Offering
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Ayres 195,346(1) 187,500 187,500(2) 7,846 3.2% .1%
Lewis H. Aronson 84,975(3) 84,975 84,975(4) -0- 1.4% 0%
Ernest C. Artista 25,092(5) 21,205 22,891(6) 2,201 .4% 0%
Douglas S. Bush 76,056(7) 68,332 71,144(8) 4,912 1.3% .1%
Gregory P. Bush 100,998(9) 65,625 65,625(10) 35,373 1.7% .6%
Neil A. Frederick 18,750(11) 18,750 18,750(12) -0- .3% 0%
</TABLE>
(1) Includes 187,500 Shares of Class A Common Stock issuable upon the exercise
of outstanding options. Excludes 4,662 Shares of Class A Common Stock held
of record by the Company's 401(k) Plan for the benefit of Mr. Robert L.
Ayres, and with respect to such shares the trustees of such Plan have sole
voting power.
(2) In accordance with the terms of the stock options granted under the Plans,
an aggregate 46,875 options are currently exercisable by Mr. Ayres. The
exercisability of the options currently vest at the rate of 15% per annum.
Accordingly, as of the date hereof, Mr. Ayres may only sell an aggregate
46,875 Shares issuable upon exercise of the stock options.
-4-
<PAGE>
(3) Includes 84,375 Shares of Class A Common Stock issuable upon exercise of
outstanding options. Also includes 600 Shares of Class A Common Stock
issuable to Mr. Aronson's spouse upon the exercise of outstanding options
owned of record by Mr. Aronson's spouse, and with respect to which Mr.
Aronson disclaims beneficial ownership. Excludes 2,863 and 631 Shares of
Class A Common Stock held of record by the Company's 401 (k) Plan for the
benefit of Mr. Lewis H. Aronson, and his spouse, respectively, and with
respect to such Shares, the trustees of such Plan have sole voting power.
(4) In accordance with the terms of the stock options granted under the terms of
the Plans, an aggregate 21,093 options are currently exercisable by Mr.
Aronson. The exercisability of the options currently vest at the rate of
15% per annum. Accordingly, as of the date hereof, Mr. Aronson may only
sell an aggregate 21,093 Shares issuable upon exercise of the stock options,
exclusive of Shares issuable upon exercise of stock options owned of record
by Mr. Aronson's spouse.
(5) Includes 20,725 Shares of Class A Common Stock issuable upon exercise of
outstanding options. Also includes 480 Shares of Class A Common Stock
issuable to Mr. Artista's spouse upon exercise of outstanding options owned
of record by Mr. Artista's spouse, and with respect to which Mr. Artista
disclaims beneficial ownership. Excludes 1,971 and 1,113 Shares of Class A
Common Stock held of record by the Company's 401(k) Plan for the benefit of
Mr. Ernest Artista and his spouse, respectively, and with respect to such
Shares, the trustees of such Plan have sole voting power.
(6) In accordance with the terms of the stock options granted under the terms of
the Plans, an aggregate 6,662 options are currently exercisable by Mr.
Artista. The exercisability of certain of the options owned of record by
Mr. Artista currently vest at the rate of 15% per annum. Accordingly, as of
the date hereof, Mr. Artista may only sell an aggregate 6,662 Shares
issuable upon exercise of stock options, exclusive of Shares issuable upon
exercise of stock options owned of record by Mr. Artista's spouse.
(7) Includes 68,332 Shares of Class A Common Stock issuable upon exercise of
outstanding options. Excludes 860 Shares of Class A Common Stock held of
record by the Company's 401(k) Plan for the benefit of Mr. Douglas S. Bush,
and with respect to such shares, the trustees of such Plan have sole voting
power. Excludes shares of Class A Common Stock issuable upon conversion of
shares of Class B Common Stock beneficially owned by Mr. Douglas S. Bush.
In addition, excludes 33,280 Shares of Class A Common Stock held in trust
for the benefit of Mr. Douglas S. Bush. Also excludes 2,093 Shares of Class
A Common Stock held in trust for the benefit of Messrs. Gregory P. and
Douglas S. Bush's mother, and with respect to such Shares, Mr. Douglas S.
Bush disclaims beneficial ownership.
(8) In accordance with the terms of the stock options granted under the terms of
the Plans, an aggregate 19,113 options are currently exercisable by Mr.
Douglas S. Bush. The exercisability of certain of the options owned of
record by Mr. Douglas S. Bush currently vest at the rate of 15% per annum.
Accordingly, as of the date hereof, Mr. Douglas S. Bush may only sell an
aggregate 19,113 Shares issuable upon exercise of stock options.
(9) Includes 2,093 Shares of Class A Common Stock held in trust for the benefit
of Mr. Gregory P. Bush's mother, and with respect to such Shares, Mr.
Gregory P. Bush disclaims beneficial ownership. Includes 65,625 Shares of
Class A Common Stock issuable upon exercise of outstanding options. Excludes
1,685 Shares of Class A Common Stock held of record by the Company's 401(k)
Plan for
-5-
<PAGE>
the benefit of Mr. Gregory P. Bush, and with respect to such Shares, the
trustees of such Plan have sole voting power. Excludes Shares of Class A
Common Stock issuable upon conversion of Shares of Class B Common Stock
beneficially owned by Mr. Gregory P. Bush.
(10) In accordance with the terms of the stock options granted under the terms
of the Plans, an aggregate 16,406 options are currently exercisable by
Mr. Gregory P. Bush. The exercisability of the options owned of record
by Mr. Gregory P. Bush currently vest at the rate of 15% per annum.
Accordingly, as of the date hereof, Mr. Gregory P. Bush may only sell an
aggregate 16,406 Shares issuable upon exercise of stock options.
(11) Represents Shares of Class A Common Stock issuable upon exercise of
outstanding options. Excludes 1,999 Shares of Class A Common Stock held of
record by the Company's 401(k) Plan for the benefit of Mr. Neil A.
Frederick and with respect to such Shares, the trustees of such Plans have
sole voting power.
(12) In accordance with the terms of the stock options granted under the terms
of the Plans, an aggregate 4,687 options are currently exercisable by Mr.
Neil A. Frederick. The exercisability of the options owned of record by
Mr. Neil A. Frederick currently vest at the rate of 15% per annum.
Accordingly, as of the date hereof, Mr. Neil A. Frederick may only sell an
aggregate 4,687 Shares issuable upon exercise of stock options.
(13) The percentage of Shares of Class A Common Stock owned before the offering
is based on 5,975,956 Shares of Class A Common Stock outstanding as of
April 1, 1995. The percentage of Shares of Class A Common Stock owned
after the offering is also based on 5,975,956 Shares of Class A Common
Stock. For each selling stockholder the percentage of Shares owned (before
or after the offering) includes any derivative securities owned by only
such selling stockholder.
-6-
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are hereby incorporated
by reference to this Registration Statement on Form S-8; and 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 a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference in this Registration Statement on Form S-8, and
shall be a part hereof from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 30, 1995.
(c) The description of the Registrant's Common Stock contained in Registration
Statements filed under the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.
LEGAL OPINION
The legality of the securities being offered hereby is being passed upon by
Akerman, Senterfitt & Eidson, P.A., special counsel to the Registrant.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with the provisions of the General Corporation Law of the
State of Delaware (the "Act"), Article VI of the Registrant's Bylaws requires
indemnification of Directors and Officers of the Company to the fullest extent
provided by Section 145 of the Act, and also provides that such rights to
indemnification are not exclusive of any other right to which Directors and
Officers may otherwise be entitled.
In addition to the above-described provisions, Section 145 of the Act
contains provisions prescribing the extent to which directors and officers shall
or may be indemnified. Section 145 of the Act permits a corporation, with
certain exceptions, to indemnify a present or former director against liability
if (i) he acted in good faith, and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and (ii) in the case of
any criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a person in respect of a claim, issue
or matter as to which such person shall have been adjudged liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification or
such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 of the Act requires a corporation to indemnify a director or
officer in the defense of any proceeding to which he was a party against
expenses actually and reasonably incurred by him when he is successful in his
defense on the merits or otherwise.
Further, the Registrant has adopted a charter provision pursuant to
Delaware law which purports to limit the liability of Directors for monetary
damages.
-7-
<PAGE>
EXEMPTION FROM REGISTRATION CLAIMED
The stock options granted to Officers and/or Directors of the Company
pursuant to the Plans were issued without registration under the Securities Act
of 1933, as amended, in accordance with the exemption, from registration
provided by Section 4(2) of such Act.
EXHIBITS
5. Opinion of Akerman, Senterfitt & Eidson, P.A., as to the legality of
the Securities being offered hereunder.
10.1* Bush Industries, Inc. 1985 Stock Plan.
10.2* Bush Industries, Inc. 1985 Incentive Stock Option Plan.
23.1 The consent of Akerman, Senterfitt & Eidson, P.A., is included in the
opinion filed as Exhibit 5 to the Registration Statement.
23.2 Consent of Deloitte & Touche LLP, independent public accountants.
- ----------
* Incorporated herein by reference to the Registrant's Registration Statement
of Form S-8, declared effective on July 27, 1993 (SEC File Number 33-66540).
Amendments to the Plans are incorporated herein by reference to the
Registrant's Proxy Statement with respect to the Registrant's Annual Meeting
of Stockholders held on June 16, 1994.
-8-
<PAGE>
UNDERTAKINGS
1. The undersigned Registrant hereby undertakes to file during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement 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.
2. The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, 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. The undersigned Registrant hereby undertakes 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.
4. The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement related to the securities offered
therein, and the offering of such securities at such time shall be deemed to be
the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised 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 as expressed in the Act and will be governed by the final adjudication of
such issue.
-9-
<PAGE>
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 18th day of
April, 1996.
BUSH INDUSTRIES, INC.
--------------------------------------
Registrant
By: /s/ Paul S. Bush
--------------------------------------
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Paul S. Bush
- ---------------- Chairman of the Board of Directors, April 18, 1996
Paul S. Bush President and Chief Executive Officer
/s/ Robert L. Ayres Executive Vice President, Chief April 18, 1996
- ------------------- Operating Officer, Chief Financial Officer
Robert L. Ayres and Director
/s/ Lewis H. Aronson
- -------------------- Vice President of Corporate April 18, 1996
Lewis H. Aronson Development and Director
/s/ Gregory P. Bush
- -------------------- Vice President of Administration April 18, 1996
Gregory P. Bush and Director
/s/ Donald F. Hauk
- ------------------ Senior Vice President and Director April 18, 1996
Donald F. Hauck
/s/ David G. Messinger
- ---------------------- Senior Vice President of Sales and April 18, 1996
David G. Messinger Marketing and Director
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Jerald D. Bidlack
- ---------------------- Director April 18, 1996
Jerald D. Bidlack
/s/ Paul A. Benke
- ---------------------- Director April 18, 1996
Paul A. Benke
/s/ Robert E. Hallagen
- ---------------------- Director April 18, 1996
Robert E. Hallagen
/s/ Douglas S. Bush
- ---------------------- Vice President of Merchandising April 18, 1996
Douglas S. Bush and Director
</TABLE>
-11-
<PAGE>
EXHIBIT 5
<PAGE>
[LETTERHEAD OF AKERMAN, SENTERFITT & EIDSON, P.A. APPEARS HERE]
April 18, 1996
Bush Industries, Inc.
One Mason Drive
Jamestown, New York 14702
RE: REGISTRATION STATEMENT ON FORM S-8
-----------------------------------
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 450,885 shares of the Company's Class A Common Stock
(the "Shares") in a Registration Statement on Form S-8, of which 446,387 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 "Plans"). An aggregate
4,498 Shares have been issued under the Plans to certain Officers and Directors
of the Company, and to certain of their spouses who are also employees of the
Company.
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
-------------------
"Report"). The Report is incorporated by reference into this opinion.
Based upon the foregoing, it is our opinion that the outstanding Shares
included in the Registration Statement on Form S-8 have been duly authorized and
are validly issued, and with respect to an aggregate 446,387 Shares issuable
upon exercise of outstanding stock options, such Shares have been duly
authorized and when issued upon payment therefor in accordance with the terms of
the options granted under the Plans, will be validly issued, fully paid and non-
assessable.
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
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Bush Industries
April 18, 1996
Page 2
laws of any other jurisdiction, except the securities laws of the United States
of America referred to herein, and the general corporation laws 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 Shares, as filed under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission.
Very truly yours,
/s/ AKERMAN, SENTERFITT & EIDSON, P.A.
Akerman, Senterfitt & Eidson, P.A.
<PAGE>
EXHIBIT 23.2
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP APPEARS HERE]
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 9, 1996,
incorporated by reference in the Annual Report on Form 10-K of Bush Industries,
Inc. for the year ended December 30, 1995.
DELOITTE & TOUCHE LLP
Buffalo, New York
April 17, 1996
