As filed with the Securities and Exchange Commission on May 21, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
PATRICK INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
INDIANA 35-1057796
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1800 SOUTH 14TH STREET
P.O. BOX 638
ELKHART, INDIANA 46515
(Address of Principal Executive Offices)
PATRICK INDUSTRIES, INC.
1987 STOCK OPTION PROGRAM
(Full Title of the Plan)
KEITH V. KANKEL
VICE PRESIDENT-FINANCE
PATRICK INDUSTRIES, INC.
P.O. BOX 638
ELKHART, INDIANA 46515
(Name and Address of Agent For Service)
(219) 294-7511
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
Common Stock (without
par value) including 442,058 Shares $12.8125 $5,663,868 $1,953
Preferred Share
Purchase Rights(3)
(1) An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with rule 457(c) and (h) under the Securities Act of
1933 on the basis of the average of the high and low prices of the
Common Stock as reported on the Nasdaq-National Market System on
May 15, 1996.
(3) Prior to the occurrence of certain events, the Preferred Share
Purchase Rights will not be evidenced separately from the Common
Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
registration statement:
(1) The previously filed Registration Statement, file no. 33-2900,
on Form S-8 covering Common Stock to be issued pursuant to the 1987 Stock
Option Program.
(2) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, which has heretofore been filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act").
(3) The Company's quarterly report on Form 10-Q for the quarterly
period ended March 31, 1996, filed by the Company with the Commission pursuant
to the 1934 Act.
(4) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the 1934 Act.
(5) The description of Registrant's Preferred Share Purchase Rights
contained in Registrant's Registration Statement on Form 8-A, filed with the
Commission pursuant to Section 12 of the 1934 Act.
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 in each year during which the offering made by this
registration statement is in effect prior to the filing with the Commission of
the registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this registration
statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article XIII of the By-laws of the Registrant provides for the
indemnification by the Registrant of each director, officer or employee of the
Registrant or any of its subsidiaries in connection with any claim, action, suit
or proceeding brought or threatened by reason of his position with the
Registrant or any of its subsidiaries. In addition, Sections 23-1-37-1 to 15 of
the Indiana Business Corporation Law specifically empowers the Registrant to
indemnify, subject to the standards therein prescribed, any director or officer
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that he is or was a director or officer of the Registrant.
Registrant maintains directors and officers liability insurance
covering all directors and officers of the Registrant against claims arising out
of the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The 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 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) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "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) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 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
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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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 as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Elkhart, State of Indiana, on the 17th day of
May, 1996.
PATRICK INDUSTRIES, INC.
By: /s/ Mervin D Lung
Mervin D. Lung,
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Patrick Industries, Inc.
hereby severally constitute Mervin D. Lung and Keith V. Kankel, 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 said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable Patrick Industries, Inc. 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 said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the 17th
day of May, 1996.
Signature Title
/s/ Mervin D. Lung Chairman of the Board, Chief
Mervin D. Lung Executive Officer and Director
/s/ David D. Lung President, Chief Operating Officer
David D. Lung and Director
/s/ Keith V. Kankel Vice President-Finance,
Keith V. Kankel Principal Accounting Officer and Director
/s/ Thomas G. Baer Vice President-Operations and Director
Thomas G. Baer
/s/ Harold E. Wyland Vice President-Sales and Director
Harold E. Wyland
/s/ Clyde H. Keith Director
Clyde H. Keith
/s/ Merlin D. Knispel Director
Merlin D. Knispel
/s/ Dorothy M. Lung Director
Dorothy M. Lung
/s/ John H. McDermott Director
John H. McDermott
/s/ Robert C. Timmons Director
Robert C. Timmins
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by Registrant with the Securities and Exchange Commission, as
indicated. All other documents listed are filed with this Registration
Statement.
Exhibit Number Description
4.1 * Amended Articles of Incorporation of Registrant (Exhibit 3(a)
to Registrant's Form 10-K/A-1 for 1992).
4.2 * By-laws of Registrant (Exhibit 3(b) to Registrant's Form
10-K/A-1 for 1992).
4.3 * Preferred Share Purchase Rights Agreement (Exhibit 1 to
Registrant's Form 8-A dated April 3, 1996).
5 Opinion (including consent) of McDermott, Will & Emery
23 Consent of Independent Accountants.
EXHIBIT 5
McDERMOTT, WILL & EMERY
227 West Monroe Street
Chicago, Illinois 60606
May 21, 1996
Patrick Industries, Inc.
1800 South 14th Street
Elkhart, Indiana 46515
RE: 442,058 Shares of Common Stock (without
par value) including Preferred Share Purchase
Rights for Patrick Industries, Inc.
1987 Stock Option Program (the "Plan")
Gentlemen:
We have acted as counsel for Patrick Industries, Inc. (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 442,058 shares of the Company's Common
Stock, no par value (the "Common Stock"), which may be purchased pursuant to the
Plan and 442,058 Preferred 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 Amended Articles of Incorporation.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Indiana, as
of a recent date, as to the good standing of the Company in that state.
4. Copies of resolutions duly adopted by the Board of Directors of
the Company relating to the Plan.
5. A copy of the Plan.
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 Iowa.
(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 Preferred 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
WJQ/bjs
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTS
We hereby consent to the incorporation by reference in this Registration
Statement of Patrick Industries, Inc. on Form S-8 of our report, dated
January 29, 1996, with respect to the consolidated financial statements and
schedule of Patrick Industries, Inc. and subsidiaries for the year ended
December 31, 1995 included in the Annual Report on Form 10-K (File No. 000-3922)
filed with the Securities and Exchange Commission under the 1934 Act on April 1,
1996.
/s/ McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP
Elkhart, Indiana
May 15, 1996
