Registration Statement No. 333-24527
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SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
SPARTECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 43-0761773
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7733 Forsyth, Suite 1450
Clayton, Missouri 63105
(314) 721-4242
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-----------------------------
David B. Mueller
Executive Vice President and Chief Operating Officer
Spartech Corporation
7733 Forsyth Boulevard, Suite 1450
St. Louis, Missouri 63105
(314) 721-4242
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------------
Copies of all communications to:
Albert F. Bender, III, Esq.
Armstrong, Teasdale, Schlafly & Davis
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102
(314) 621-5070
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
The sole purpose of this Amendment No. 1 is to file an additional exhibit.
A list of exhibits is set forth in the Exhibit Index appearing elsewhere in
this Registration Statement and is incorporated herein by reference.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Clayton, State of Missouri on April 16, 1997.
Spartech Corporation
By: s/ David B. Mueller
------------------------------
David B. Mueller
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities indicated and on April 16, 1997.
Date Signed Signature Title
- ----------- --------- -----
April 16, 1997 Bradley B. Buechler* President, Chief
---------------------- Executive Officer and
Bradley B. Buechler Director (Principal
Executive Officer)
April 16, 1997 s/David B. Mueller Executive Vice
---------------------- President, Chief
David B. Mueller Operating Officer
Secretary and Director
April 16, 1997 s/Randy C. Martin Vice President Finance
---------------------- and Chief Financial
Randy C. Martin Officer (Principal
Financial and Accounting
Officer)
April 16, 1997 Thomas L. Cassidy* Director
----------------------
Thomas L. Cassidy
April 16, 1997 W.R. Clerihue* Director
----------------------
W.R. Clerihue
April 16, 1997 Francis J. Eaton* Director
----------------------
Francis J. Eaton
Director
- ------------------- ----------------------
Jackson W. Robinson
Director
- ------------------- ----------------------
Rodney H. Sellers
*By: s/David B. Mueller
--------------------
David B. Mueller
Attorney-in-Fact
II-2
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 Amended Restricted Stock Option Agreement dated February
18, 1997 between the Company and Lawrence M. Powers
5.1 (*) Opinion of Armstrong, Teasdale, Schlafly & Davis as to the
legality of the shares
23.1 Consent of Independent Public Accountants
23.2 Consent of Armstrong, Teasdale, Schlafly & Davis (included
in Exhibit 5.1)
24.1 Power of Attorney (included on Page II-3)
(*) Filed herewith.
Armstrong, Teasdale, Schlafly & Davis
A Partnership Including Professional Corporations
Attorneys and Counselors
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102-2740
(314) 621-5070
Fax: (314) 621-5065
Kansas City, Missouri
Belleville, Illinois
Olathe, Kansas
April 15, 1997
Board of Directors
Spartech Corporation
7733 Forsyth, Suite 1450
Clayton, Missouri 63105
Gentlemen:
In our capacity as counsel for Spartech Corporation, a Delaware
corporation (the "Company"), we have examined the Registration Statement on
Form S-3, File No. 333-24527, (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, on April 4, 1997 relating to up to
1,340,000 shares of common stock, par value $.75 per share (the "Company Common
Stock"), which are subject to issuance by the Company pursuant to that certain
Amended Restricted Stock Option Agreement dated February 18, 1997 between the
Company and Lawrence M. Powers (the "Option") and which, following such
issuance pursuant to the Option, will be offered by the Selling Security
Holders named in the Registration Statement. In this connection, we have
examined such records, documents and proceedings as we deem relevant and
necessary as a basis for the opinion expressed herein.
Upon the basis of and in reliance on the foregoing, we are of the opinion
that, when issued upon and subject to the terms of the Option, the shares of
Company Common Stock referred to above will have been duly and validly
authorized and issued and will be fully paid and non-assessable.
We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
s/ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS
