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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 POS
Amendment No. 1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-0983610
(State of incorporation (I.R.S. employer
or organization) identification no.)
171 Monroe Ave., N.W., Grand Rapids, MI, 49503
(616) 336-9400
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
AMERIWOOD AFFILIATED EMPLOYEE STOCK
OWNERSHIP AND SAVINGS PLAN
(Full title of the plan)
JOSEPH J. MIGLORE
President, Chief Executive Officer and Secretary
Ameriwood Industries International Corporation
171 Monroe Ave., N.W. Grand Rapids, MI 49503
(616) 336-9400
(Name, address, including zip code, and telephone number, including area
code,of agent for service)
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CALCULATION OF REGISTRATION FEE
- Not Applicable-
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The response to Item 3 is hereby amended to read in its entirety as
follows:
The documents listed in (a) through (f) below are incorporated in this
Registration statement by reference. (The documents listed in (a) through
(f) were filed by the registrant under its former name, Rospatch
Corporation, which name was changed to Ameriwood Industries International
Corporation on December 12, 1991.) All documents subsequently filed by the
registrant or the Ameriwood Affiliated Employee Stock Ownership and Savings
Plan (the "Plan") pursuant to Sections 13(a), 14, and 15(d)of the
Securities Exchange Act of 1934 (the "Exchange 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 part hereof from the date of filing such documents.
(a) The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, as amended by Form 8 Amendment No. 1 thereto dated
April 29,1991.
(b) The registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1991;
(c) The registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1991;
(d) The registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1991;
(e) The registrant's Form 10-C report dated December 18, 1991;
(f) The description of the registrant's common stock, $1.00 par value (the
"Common Stock") included in the registrant's Form 8-A Registration
Statement dated April 30, 1986, as amended by Form 8 Amendments Nos. 1
and 2 thereto dated May 12 and May 22, 1986, respectively; and
(g) The description of the Rights (currently attached to the Common
Stock) included in the registrant's Form 8-A/A dated March 15, 1995.
(h) The Annual Report on Form 11-K of the Plan for the Plan year ended
December 31, 1990.
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Item 8. Exhibits.
The response to Item 8 is hereby amended to read in its entirety as
follows:
The following exhibits are furnished with this registration statement:
Exhibit No. Description
(4)(a) Restated Articles of Incorporation of the registrant, as amended
June 24, 1993 (filed as exhibit to Form 10-K for the year ended
December 31, 1993 (Commission File No. 0-13805) and incorporate
herein by reference)
(4)(b) Specimen certificate for Common Stock, $1.00 par value
(4)(c) Bylaws of the registrant, as amended through June 16, 1994 (filed
as an exhibit to Form 10-Q for the quarter ended June 30, 1994
(Commission File No. 0-13805) and incorporated herein by
reference)
(4)(d) Rights Agreement, as amended and restated as of March 15,1995
between Ameriwood Industries International Corporation and Harris
Trust and Savings Bank, as Rights Agent(filed as exhibit to Form
10-K for the year ended December 31, 1994 (Commission File No.
0-13805) and incorporated herein by reference)
(4)(e) Ameriwood Affiliated Employee Stock Ownership and Savings Plan
and Trust Agreement (Amendment and Restatement executed as of
March 10, 1992)
(5)(a) IRS determination letter dated July 8, 1986
(5)(b) Opinion and consent of Miller, Canfield, Paddock and Stone
(15) (not applicable)
(24)(a) Consent of Miller, Canfield, Paddock and Stone (contained in
Exhibit (5)(b))
(24)(b) Consent of Coopers & Lybrand
(24)(c) Consent of Arthur Andersen & Co.
(25) (contained in the signature pages hereto)
(28) (not applicable)
(29) (not applicable)
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SIGNATURE
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 Form S-8 POS and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grand Rapids, State
of Michigan, on May 24, 1995.
AMERIWOOD INDUSTRIES
INTERNATIONAL CORPORATION
By: /s/ Joseph J. Miglore
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Joseph J. Miglore
President, Chief Executive Officer,
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the dates indicated below. By so signing,
each of the undersigned, in his capacity as a director or officer, or both,
as the case may be, of the registrant, does hereby appoint Neil L. Diver,
Joseph J. Miglore, and David N. Kraker and each of them severally, his true
and lawful attorney to execute in his or her name, place and stead, in his
capacity as a director or officer, or both, as the case may be, of the
registrant, any and all amendments to this Registration Statement and
post-effective amendments thereto and all instruments necessary or
incidental in connection therewith, and to file the same with the
Securities and Exchange Commission. Each of said attorneys shall have full
power and authority to do and perform in the name and on behalf of each of
the undersigned, in any and all capacities, every act whatsoever requisite
or necessary to be done in the premises as fully, and for all intents and
purposes, as each of the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and
each of them.
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SIGNATURES/TITLE DATE
(1) Principal Executive Officer:
/s/ Joseph J. Miglore May 24,1995
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Joseph J. Miglore
President, Chief Executive
Officer, and Secretary
(2) Principal Financial Officer:
/s/ David N. Kraker May 24,1995
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David N. Kraker
Treasurer and Chief
Accounting Officer
(3) Directors:
/s/ Neil L. Diver * May 24,1995
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Neil L. Diver
Director and Chairman
/s/ Kevin K. Coyne * May 24, 1995
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Kevin K. Coyne
Director
May 24, 1995
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Richard Pigott
Director
/s/ Edwin Wachtel * May 24,1995
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Edwin Wachtel
Director
* Signed by David N. Kraker, attorney in fact.
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