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)
1992 Ameriwood Industries Non-Employee Directors' 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) 80,000 shares (1) $4.875 $390,000.00 $115.05
======================= ======================= ========================= ========================= ========================
</TABLE>
(1) Represents the number of shares of Common Stock that could be issued
under the 1992 Ameriwood Industries Non-Employee Directors' 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 Plan.
(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 is 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 a
qualified plan 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 Chief 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 in this registration statement 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 1992 Ameriwood Industries Non-Employee Directors' 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>
1992 AMERIWOOD INDUSTRIES NON-EMPLOYEE
DIRECTORS' STOCK OPTION PLAN
1. Purpose of Plan.
The purpose of this 1992 Ameriwood Industries Non-Employee Directors' Stock
Option Plan is to promote the success of Ameriwood Industries International
Corporation (the "Company") by attracting and retaining non-employee directors
by supplementing their cash compensation and providing a means for them to
increase their holdings of common stock of the Company.
2. Definitions.
As used herein, the following definitions shall apply:
2.0 The "Company" shall refer to Ameriwood Industries International
Corporation, a Michigan corporation.
2.1 "Annual Meeting Date" means the date of the annual meeting of the
stockholders of the Company at which directors are elected.
2.2 Board" means the Board of Directors of the Company.
2.3 "Common Stock" means the Common Stock pare value $1.00 per share of the
company.
2.4 "Code" means the Internal Revenue Code of 1986 as amended.
2.5 "Corporation" means the Company and its Parent and Subsidiaries.
2.6 "Eligible Director" means any person who is a member of the Board and
who is not on the Grant Date an employee full time or part time of the
corporation.
2.7 "Grant Date" means the date on which a person is first elected as a
member of the Board, except that as to each person who is a director on April
26, 1992, the Grant Date shall be April 26, 1992.
2.8 "Option" means a stock option granted pursuant to this Plan.
2.9 "Option Agreement" means the agreement between the Company and an
Optionee for the grant of an option.
2.10 "Option Stock" means stock subject to option granted pursuant to this
Plan.
2.11 "Optionee" means a person who receives an Option.
EXHIBIT 4
<PAGE>
2.12 "Parent" means a "parent corporation" as defined in Section 425(e) and
(g) of the Code.
2.13 "Plan" means the Company's 1992 Ameriwood Industries Non-Employee
Directors' Stock Option Plan.
2.14 "Shares" means shares of Common Stock.
2.15 "Subsidiary" means a "subsidiary corporation" as defined in Section
425(f) and (g) of the Code.
3. Stock Subject to the Plan.
The maximum aggregate number of Shares which may be optioned and sold under
the Plan excluding those Shares constituting the unexercised portion of any
canceled terminated or expired options is at any time 2-1/2% of the then issued
and outstanding shares of Common Stock of the Company excluding shares issued
and outstanding as a result of any exercise of an Option but subject to the
provisions of Section 11 of this Plan not less than 50000 shares (excluding
shares issued and outstanding as a result of any exercise of an Option). Such
Shares shall be authorized but unissued Common Stock.
If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available for the
grant of other Options under the Plan.
4. Administration of the Plan
This Plan shall be administered by the Board, which shall have authority to
adopt such rules and regulations, and to make such determinations as are not
inconsistent with the Plan and are necessary or desirable for its implementation
and administration. Each person who is or shall have been a member of the Board
shall be indemnified and held harmless by the Company from and against any cost
liability or expense imposed or incurred in connection with such person's or the
Board's taking or failing to take any action under the Plan. Each such person
shall be justified in relying on information furnished in connection with the
Plan's administration by any appropriate person or persons.
5. Grants of Options.
5.1 Nondiscretionary Grants. Subject to approval of this Plan by the
shareholders of the Company, on the Grant Date each Eligible Director shall
receive the grant of an Option to purchase 10,000 shares.
5.2 Adjustment. The number of Shares subject to any Option shall be subject
to adjustment from time to time in accordance with Section 11 hereof.
<PAGE>
6. Term of Plan.
If this Plan is duly approved by the shareholders of the Company, it shall
be effective as of April 26, 1992, and shall continue in effect until all
Options granted hereunder have expired or been exercised, unless sooner
terminated under the provisions relating thereto. No Option shall be granted
after April 26, 2002.
7. Terms of Option Agreement.
Upon the grant of each Option, the Company and the Eligible Director shall
enter into an Option Agreement which shall specify the Grant Date and the
purchase price and shall include or incorporate by reference the substance of
all of the following provisions and such other provisions consistent with this
Plan as the Board may determine.
7.1 Term. The term of the Option shall be six years from its Grant Date
subject to earlier termination in accordance with Sections 7.6 or 7.7 hereof.
7.2 Exercise Schedule. The Option shall first become exercisable on the
third anniversary of the Grant Date and thereafter for the term of the Option
shall be fully exercisable. Notwithstanding the foregoing, an Option held by an
Eligible Director shall become immediately exercisable in full upon the death or
disability of such Eligible Director, or just prior to any change of ownership
as described in Section 7.7.
7.3 Purchase Price. The purchase price of the Shares subject to each Option
shall be the fair market value thereof on the Grand Date. "Fair market value"
shall be equal to the mean of the highest bid and lowest asked prices of shares
of Common Stock reported by the NASDAQ system on the date in question, or, if
prices of shares of Common Stock are not so reported on that date, then the fair
market value of shares of Common Stock on that date determined by any reasonable
method selected by the Board in its sole discretion.
7.4 Payment of Purchase Price. The purchase price of Shares acquired
pursuant to an Option shall be paid in full at the time the Option is exercised
in cash or by delivery of any property other than cash (including shares or
other securities of the Company, so long as such property constitutes valid
consideration for the shares purchase under applicable law and is surrendered in
good form for transfer, or by some combination of cash and such other property);
provided, however, that the purchase price may not be paid by the delivery of
Shares more frequently than once every six months.
7.5 Transferability. No Option shall be transferable otherwise than by will
or the laws of the descent and distribution, and an Option shall be exercisable
during the Eligible Director's lifetime only by the Eligible Director.
<PAGE>
7.6 Termination of Membership on the Board. If a 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 7.2, including Options exercisable by reason of the
death or disability of the Eligible Director or by reason of a change of
ownership pursuant to Section 7.7) 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 Director's membership on the Board terminates during the three year period
beginning on the Grant Date of an Option for any reason other than the death or
disability of the Director or by reason of a change of ownership pursuant to
Section 7.7, the Option shall automatically expire and all rights of such former
Eligible Director shall terminate.
7.7 Change of Ownership. 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, combination, consolidation or other corporate event.
8. Use of Proceeds.
Proceeds from the sale of Shares pursuant to this Plan shall be used by the
Company for general corporate purposes.
9. Term of Options.
The term of each Option granted under the Plan shall be six years from the
Grant Date, subject to earlier termination as herein provided.
10. Exercise of Options.
10.1 Procedures for Exercise. Any Option granted hereunder which is
exercisable shall be exercisable in whole or in part under such conditions as
the Board shall designate under the terms of the Plan and of the Option
Agreement. An Option exercised in part shall continue to be exercisable as to
the unexercised portion thereof, but not later than the date the Option expires.
The minimum number of Shares with respect to which an Option may be
exercised at any one time shall be one hundred (100) Shares, unless the number
purchased is the total number at the time available for purchase under the
Option. An Option may not be exercised for a fractional Share. No Option may be
exercised after the expiration of its term.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the
<PAGE>
Option is exercised has been received by the Company. Until the issuance of the
stock certificates (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to Option Shares notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other rights for which the record date
is prior to the date the stock certificates are issued except as provided in
Section 11 of the Plan.
10.2 Exercise Following Death or Disability. In the case of Optionee's
death, exercise shall be by the person or persons (including his estate) to whom
his or her rights under such Option shall be passed by will or by laws of
descent and distribution.
10.3 Compliance with Law. The exercise of each Option shall be on the
condition that the purchases of stock thereunder shall be for investment
purposes, and not with a view to resale or distribution unless the Shares
subject to such Option are registered under the Securities Act of 1933, as
amended, or if in the opinion of counsel for the Corporation such registration
is not required under the Securities Act of 1933 or any other applicable law,
regulation, or rule of any governmental agency.
11. Adjustments.
If the number of shares of Common Stock outstanding changes by reason of a
stock dividend, stock split, recapitalization, merger, consolidation,
combination or exchange of shares, the aggregate number and class of shares
available under this Plan and subject to each option, together with the option
prices, shall be appropriately adjusted. No fractional shares shall be issued
pursuant to the Plan and any fractional shares resulting from adjustments shall
be eliminated from the respective option.
12. Time of Granting Options.
The date of grant of an Option under this Plan shall be the Grant Date. No
Option shall be granted after expiration of the term of this Plan.
13. Approval, Amendment and Termination of the Plan.
13.1 Approval. This Plan shall be adopted by the Board, and shall be
presented to the stockholders of the Company for their approval by vote of a
majority of such stockholders present, or represented at a meeting duly held,
such approval to be given not later than April 26, 1993. Option may be granted
prior to such approval, but such Options shall be contingent upon such approval
being obtained and may not be exercised prior to such approval.
13.2 Amendment. The Board, without further approval of the stockholders,
may amend this Plan at any time and from time to time in such respects as the
Board may deem advisable, subject to any
<PAGE>
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.
13.3 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 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.
14. Conditions Upon Issuance of Shares.
Shares shall not be issued with respect to any Option granted under this
Plan unless the exercise of such Option and the issuance and delivery of such
Shares pursuant thereto shall comply with all relevant provisions of law, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance inability of the Company to obtain authority from any
regulatory body having jurisdictional authority deemed by its counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Company of any liability in respect of the non-issuance or sale of such
Shares as to which such requisite authority shall not have been obtained.
15. Reservation of Shares.
The Company, during the term of this Plan, will at all times reserve and
keep available a number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
<PAGE>
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 1992 Ameriwood
Industries Non- Employee Directors' 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, 80,000
shares of the Company's common stock, par value $1.00 per share, for issuance
pursuant to the Company's 1992 Non-Employee Directors' 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 80,000 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/ J. Terry Moran
J. Terry Moran, Partner
EXHIBIT 5
