As filed with the Securities and Exchange Commission on January 2, 1998 -
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-0983610
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
168 Louis Campau Promenade, Suite 400, Grand Rapids, Michigan 49503
(Address of Principal Executive Offices) (Zip Code)
1995 Ameriwood Industries Non-Employee Director Stock Option Plan
(Full Title of the Plan)
Beth A. Clark, 168 Louis Campau Promenade,
Suite 400, Grand Rapids, Michigan 49503
(Name and address of agent for service)
Copies of Communications to:
Joseph B. Levan
Varnum, Riddering, Schmidt & Howlett
333 Bridge Street, N.W., P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(2) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock
($1.00 Par Value) 100,000 shares (1) $4.875 $487,500 $143.81
======================= ======================= ======================== ======================== =======================
</TABLE>
(1) Represents the number of shares of Common Stock authorized for
issuance under the 1995 Ameriwood Industries Non-Employee Director
Stock Option Plan (the "Plan"). This Registration Statement also
covers such indeterminable additional number of shares as may be
issuable under the Plan by reason of adjustments in the number of
shares covered thereby as described in the Prospectus.
(2) For the purpose of computing the registration fee only, the price
shown is based upon the price of $4.875 per share, the average of the
high and low sales prices for the Common Stock of Ameriwood Industries
International Corporation in the NASD National Market System on
December 31 , 1997, in accordance with Rule 457(h).
Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, this Registration Statement shall cover such additional
securities as may be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Annual Report on Form 10-K of the Registrant for the year ended
December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report on Form 10-K referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed pursuant to Section 12 of the Exchange
Act, and is incorporated herein by reference, including any amendments or
reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein 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 document which also is incorporated or deemed to be
incorporated by reference herein 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 class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Directors, officers, or employees of the Company or persons serving at its
request as directors, officers, or employees of another corporation or
enterprise are entitled to indemnification as provided in the Articles of
Incorporation of the Company which provide for indemnification to the fullest
extent permitted under the Michigan Business Corporation Act. These provisions
are broad enough to permit indemnification of such person for liabilities
arising under the Securities Act of 1933. To provide certain officers and
directors of the Company with specific contractual assurance that such
protections will be available regardless of amendments to the Articles of
Incorporation or any changes in the composition of the Company's board or
acquisition of the Company, and to induce officers and directors to serve the
Company, the Company has entered into Indemnity Agreements with certain officers
and directors which agreements also provide for the advancing of expenses to the
fullest extent now or hereafter permitted
S-1
<PAGE>
by law. The form of such agreements has already been filed with the Commission
as an exhibit to the Company's Form 10-K for 1994.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index which appears on page S-6. The
Company hereby undertakes that it shall submit the Plan and any amendments
thereto to the Internal Revenue Service in order to maintain the Plan as
qualified plans under Section 401 of the Internal Revenue Code of 1986, as
amended, to the extent required.
Item 9. Undertakings
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 of 1933;
(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,
represents a fundamental change in the information set forth in the
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 (1)(i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) 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) 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.
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 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.
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 that in the opinion of the Securities and Exchange Commission
such indemnification is
S-2
<PAGE>
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.
S-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Grand Rapids, State of Michigan, on the 31st day of
December, 1997.
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
By /s/ Charles R. Foley
Charles R. Foley, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles R. Foley and Marlan R. Smith, and each of
them, his or her true and lawful attorney-in-fact and agent, 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 file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required 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 attorney-in-fact and
agent, or his or her substitute, 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 below on December 31, 1997, by the
following persons in the capacities indicated.
/s/ Charles R. Foley /s/ Neil L. Diver
Charles R. Foley, Director, President Neil L. Diver, Director
and Chief Executive officer
/s/ Richard Pigott /s/ Edwin Wachtel
Richard Pigott, Director Edwin Wachtel, Director
/s/ Kevin Coyne /s/ Marlan R. Smith
Kevin Coyne, Director Marlan R. Smith, Vice President
and Cheif Financial Officer
S-4
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Ameriwood Industries International Corporation
As independent public accountants we hereby consent to the incorporation by
reference of our reports so incorporated by reference and to the reference to
our firm included in this registration statement.
/s/
COOPER & LYBRAND, L.L.P.
Grand Rapids, Michigan
December 31, 1997
S-5
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Item 4 1995 Ameriwood Industries Non-Employee Director Stock Option Plan
Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP
Item 23(a) Consent of Coopers & Lybrand, L.L.P. - included on page S-5
hereof
Item 23(b) Consent of Varnum, Riddering, Schmidt & Howlett LLP -included in
Exhibit 5
Item 24 Power of Attorney - included on page S-4 hereof
S-6
<PAGE>
AMERIWOOD INDUSTRIES
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE I
GENERAL PROVISIONS
1.1 Purpose and Scope. The purpose of this Non-Employee Director Stock
Option Plan is to make service on the Board of Directors of the
Company more attractive to present and prospective non-employee
directors, as the continued services of qualified non-employee
directors are considered essential to the Company's sustained
progress.
1.2 Definitions. The following words and phrases shall have the following
meanings as used in this Plan:
(a) "Board" means the Board of Directors of the Company.
(b) "Company" means Ameriwood Industries International Corporation
and any subsidiary corporation or other entity in which Ameriwood
Industries International Corporation holds a proprietary
interest.
(c) "Fair Market Value" means the average of the highest bid and
lowest asked prices of shares of Stock reported by The Nasdaq
Stock Market on the trading date in question, or if prices of
shares of Stock are not so reported on that date, then the fair
market value of shares of Stock on that date determined by any
reasonable method selected by the Board in its sole discretion.
(d) "Option Price" means the purchase price for Stock payable upon
exercise of an option granted under this Plan.
(e) "Optionee" means a person to whom an option has been granted
under this Plan.
(f) "Non-Employee Director" means a person who is a member of the
Board of Directors of the Company, but who is not an employee of
the Company.
(g) "Plan" means this Ameriwood Industries 1995 Non-Employee Director
Stock Option Plan.
(h) "Stock" means the common stock of the Company, par value $1.00
per share.
1.3 Administration. The Plan shall be administered by the Board, and its
interpretation and construction of any provision of the Plan shall be
final and binding. Each person who is or shall have been a member of
the Board shall be defended, indemnified, and held harmless by the
Company, to the maximum extent permitted by law, from and against any
cost, liability, or expense imposed or incurred in connection with
such persons taking or failing to take any action under the Plan.
EXHIBIT 4
<PAGE>
1.4 Shares Subject to Plan. The maximum number of shares of Stock subject
to options granted under the Plan shall be 100,000 shares, subject to
adjustment as provided in Section 3.1 below. The shares of Stock may
be authorized but unissued shares or treasury shares. If any
outstanding option expires or is terminated for any reason before the
end of the term for this Plan, the shares of Stock covered by that
option shall be available for options subsequently granted under this
Plan.
1.5 Eligibility and Grant of Options. Only Non-Employee Directors shall be
eligible to receive options under this Plan. Each newly-elected
Non-Employee Director shall be granted an initial option to acquire
5,000 shares of Stock as of the date that director is first elected to
office as a director. Non-Employee Directors who are incumbent
directors at the time this Plan is approved by the Company's
shareholders, and who continue in office as directors subsequent to
that shareholder approval shall be granted initial options to acquire
5,000 shares each of Stock effective as of the date shareholders
approve the Plan. Each Non- Employee Director shall also be granted an
additional option to acquire 5,000 shares as of each annual
anniversary date of shareholder approval of the Plan, except where a
newly-elected Non-Employee Director was granted an initial option
earlier in the same calendar year.
ARTICLE II
OPTIONS AND RIGHTS
2.1 Non-Statutory Stock Options. All options granted under the Plan shall
be non-statutory options, not entitled to special tax treatment under
Section 422 of the Internal Revenue Code of 1986, as amended.
2.2 Terms, Conditions, and Form of Options. Each option granted under this
Plan shall be evidenced by a written agreement in such form and
containing such terms as the Board shall approve from time to time,
which agreements shall comply with and be subject to the following
terms and conditions:
(a) Options Non-Transferable. Each option granted under the Plan
shall not be transferable by the Optionee other than by will, or
by the laws of descent and distribution, and shall be exercisable
only by the Optionee during his lifetime. No option or interest
therein may be transferred, assigned, pledged or hypothecated by
the Optionee during his lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar
process.
(b) Period of Option. Options shall terminate upon the expiration of
six (6) years from the date upon which such options were granted
(subject to prior termination as hereinafter provided).
(c) Exercise of Options. Options may be exercised, in full or in
part, only by giving written notice to the Company, stating the
number of shares of Stock with respect to which the option is
being exercised, accompanied by payment in full for such
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shares. Payment may be made, in whole or in part, in cash, in
shares of the Stock of the Company already owned by the Optionee,
valued at Fair Market Value as of the date of the notice of
exercise, or by the surrender of option rights hereunder valued
at the difference between the Option Price and Fair Market Value
for the underlying Stock; provided, however, that: (i) there
shall be no such exercise at any one time as to fewer than one
hundred (100) shares, unless fewer than one hundred (100) shares
remain to be purchased under the option being exercised; and (ii)
options may not be exercised for a period of three (3) years
after the date of grant.
(d) Death of Director. Any option granted an Optionee under the Plan
and outstanding on the date of the Optionee's death may be
exercised by the personal representative of the Optionee's estate
or by the person or persons to whom the option is transferred
pursuant to the Optionee's will, or in accordance with the laws
of descent and distribution.
(e) Termination of Membership on the Board. If a Non-Employee
Director's membership on the Board terminates for any reason, an
option held at the date of termination (but only to the extent
exercisable at the time of such termination in accordance with
Section 2.2(c), including options exercisable by reason of the
death or disability of the Non-Employee Director or by reason of
a change of ownership pursuant to Section 3. 1) may be exercised
in whole or in part at any time within one year after the date of
such termination (but in no event after the term of the option
expires) and shall thereafter automatically terminate. If a Non-
Employee Director's membership on the Board terminates during the
three-year period beginning on the date of grant of an option for
any reason other than the death or disability of the Non-Employee
Director or by reason of a change of ownership pursuant to
Section 3.1, the option shall automatically expire and all rights
of such former Non-Employee Director shall terminate.
(f) Service as a Director. The Optionee shall agree to continue to
serve as a director of the Company during the term for which he
or she was elected, subject to termination by reason of death,
disability, or a change in circumstance not currently
anticipated.
2.3 Option Price. The Option Price for an option granted under the Plan
shall be the Fair Market Value of the shares of Stock covered by the
option on the date of grant.
2.4 Notification of Exercise. Options shall be exercised by written notice
directed to the Chief Financial Officer of the Company at the
principal executive offices of the Company. Exercise by an Optionee's
heir or personal representative shall be accompanied by evidence of
his authority to act, in form reasonably satisfactory to the Company.
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ARTICLE III
ADDITIONAL PROVISIONS
3.1 Effect of Change in Stock Subject to the Plan. The aggregate number of
shares of Stock available for options under the Plan, the shares
subject to any option, and the exercise price per share shall all be
proportionately adjusted for any increase or decrease in the number of
issued shares of Stock subsequent to the effective date of the Plan
resulting from: (a) a subdivision or consolidation of shares or any
other capital adjustment; (b) the payment of a stock dividend; or (c)
other increase or decrease in such shares effected without receipt of
consideration by the Company. If the Company shall be the surviving
corporation in any merger or consolidation, any option shall pertain,
apply, and relate to the securities to which a holder of the number of
shares of Stock subject to the option would have been entitled after
the merger or consolidation. If the Company is acquired by another
corporation, or is otherwise merged into or consolidated with another
corporation, all options shall become immediately exercisable just
prior to the effective date of the merger or consolidation.
3.2 Compliance with Other Laws and Regulations. The Plan, the grant and
exercise of options, and the obligation of the Company to sell and
deliver shares under options, shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals
by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares
of Stock prior to the completion of any registration or qualification
of such shares under any federal or state law, or any ruling or
regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable.
3.3 Amendments. The Board may discontinue the Plan at any time, and may
amend it from time to time, subject to any stockholder or regulatory
approval required by law, and to any conditions established by the
terms of such amendment; provided that in no event shall the Plan be
amended more than once every six (6) months other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder, or Rules promulgated by the
Securities and Exchange Commission. No amendment, without approval by
shareholders, may: (a) increase the total number of shares which may
be issued to any individual; (b) increase the total number of shares
which may be issued under the Plan; (c) reduce the Option Price for
shares which may be purchased pursuant to options under the Plan; (d)
extend the period during which options may be granted; or (e) modify
the eligibility requirements for participation in the Plan. Other than
as expressly permitted under the Plan, no outstanding option may be
revoked or altered in a manner unfavorable to the Optionee without the
consent of the Optionee.
3.4 Termination and Suspension. The Board, without further approval of the
stockholders, may at any time terminate or suspend this Plan. Any such
termination or suspension of the Plan shall not affect options already
granted and such options shall remain in full
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force and effect as if this Plan had not been terminated or suspended.
No option may be granted while the Plan is suspended or after it is
terminated.
Rights and obligations under any option granted while this Plan is in
effect shall not be altered or impaired by suspension or termination
of this Plan, except with the consent of the person to whom the option
was granted. An option may be terminated by agreement between the
Optionee and the Company and, in lieu of the terminated option, a new
option may be granted with an exercise price which may be higher or
lower than the exercise price of the terminated option.
3.5 No Rights as Shareholder. No Optionee shall have any rights as a
shareholder with respect to any share of Stock subject to his option
prior to the date of issuance of a certificate evidencing ownership of
such Stock, and no adjustment will be made for dividends or other
rights for which the record date is prior to the date of the
certificate, except as provided in Section 3.1.
3.6 Withholding. Whenever the Company proposes or is required to issue or
transfer shares of Stock under the Plan, the Company shall have the
right to require the Optionee to remit to the Company an amount
sufficient to satisfy any federal, state or local withholding tax
liability prior to the delivery of any certificate or certificates for
such shares.
3.7 Effective Date and Duration. The Plan shall become effective at such
time as it is approved by the shareholders of the Company, and it
shall continue in effect until the tenth anniversary of the date the
Plan was adopted by the Board. Upon approval of the Plan by the
shareholders, no further options will be granted under the 1992
Ameriwood Industries Non-Employee Directors' Stock Option Plan.
Options granted on or before the termination of the Plan may be
exercised according to the terms of the option agreements governing
those options and shall continue to be governed by and interpreted
consistent with the terms of this Plan.
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December 31, 1997
Ameriwood Industries International Corporation
168 Louis Campau Promenade, Suite 400
Grand Rapids, MI 49503
Re: Registration Statement on Form S-8 Relating to the 1995 Ameriwood
Industries Non- Employee Director Stock Option Plan
Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration
Statement"), filed by Ameriwood Industries International Corporation, a Michigan
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, 100,000
shares of the Company's common stock, par value $1.00 per share, for issuance
pursuant to the Company's 1995 Non-Employee Director Stock Option Plan (the
"Plan"), we have examined such documents and questions of law we consider
necessary or appropriate for the purpose of giving this opinion. On the basis of
such evaluation, we advise you that in our opinion the 100,000 shares covered by
the Registration Statement upon the exercise of stock options, at the prices
described in the Registration Statement, but not less than the par value
thereof, and upon delivery of such shares and payment therefor in accordance
with the terms stated in the Plan and the Registration Statement, will be duly
and legally authorized, issued and outstanding and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP
/s/ Terry Moran
J. Terry Moran, Partner
EXHIBIT 5
