AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 2000
Registration Statement No. 333-38246
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
120 South Central Avenue, Suite 1700
Clayton, Missouri 63105
(314) 721-4242
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Jeffrey D. Fisher
Vice President and General Counsel
Spartech Corporation
120 South Central Avenue, Suite 1700
St. Louis, Missouri 63105
(314) 721-4242
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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 for an offering pursuant
to Rule 462(b) 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 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.
The information contained in this preliminary prospectus is not complete and may
be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
preliminary prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.
Subject to Completion, June 8, 2000
[SPARTECH LOGO] Spartech Corporation
120 South Central Avenue, Suite 1700
Clayton, Missouri 63105
(314) 721-4242
1,636,700 Shares
Common Stock
_______________________________
The selling security holders named in this prospectus under "Selling Security
Holders" are offering 1,636,700 shares of common stock with this prospectus.
We do not know when or how the selling security holders intend to sell the
shares, or what the price, terms or conditions of any sales will be. They may
sell the shares directly or through underwriters, dealers or agents, and they
may sell the shares in market transactions or privately-negotiated transactions.
Spartech will not receive any proceeds from the sale of shares by the selling
security holders.
Our common stock is listed on the New York Stock Exchange under the symbol
"SEH." On June 6, 2000, the closing sale price of the common stock on the New
York Stock Exchange was $29.00 per share.
Investing in the common stock involves risks.
See "Risk Factors" beginning on page 2.
_______________________________
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is not an offer to sell, and it
does not seek an offer to buy, these securities in any jurisdiction where the
offer or sale is not permitted. The information in this prospectus is correct
only as of the date of this prospectus, regardless of when this prospectus is
delivered to you or these securities are sold.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
_______________________________
Prospectus dated _______, 2000
Table of Contents
Page
Risk Factors 2
Forward-Looking Statements 5
Selling Security Holders 5
Plan of Distribution 6
Use of Proceeds 7
Legal Matters 7
Experts 8
About Spartech 8
Where You Can Find More Information 8
Risk Factors
The principal risks of this offering are described below. You should carefully
consider these risks before deciding to invest in our common stock. These risks
could materially and adversely affect our business, financial condition and
results of future operations. If that were to happen, the trading price of our
common stock could decline, and you could lose all or part of your investment.
The risks described below are not the only ones we face.
We Operate in a Highly Competitive Industry, and Our Failure to Compete
Effectively Could Hurt Our Profits
Our continued profitability depends on our ability to meet competition. Our
industry is competitive in several ways:
* The plastics intermediary industry is characterized by a large number of
companies and by periodic oversupply of base resins, resulting in intense
price competition. If we are unable to meet our competitors' prices, our
sales could be reduced. On the other hand, if we meet the competition but
are not able to do so in a cost-efficient way, our margins could
decrease. In either event, our profits could be reduced or we could
incur writedowns to inventory values.
* Because plastics intermediaries are consolidating, our competitors may
become larger, which could make them more efficient, reducing their cost of
materials and permitting them to be more price competitive. Increased size
could also permit them to operate in wider geographic areas and enhance
their ability to compete in other areas such as research and development
and customer service, which could reduce our profitability.
* We may experience increased competition from companies offering products
based on alternative technologies and processes that may be competitive or
better in price or performance, causing us to lose customers, sales volume
and profits.
* Some of our customers may be or become large enough to justify developing
in-house production capabilities. Any material reduction in orders to us by
our customers as a result of a shift to in-house production could adversely
affect our sales and profits.
We May Not Be Able to Continue to Make the Acquisitions Necessary for Us to
Realize Our Growth Strategy
Acquiring businesses that complement or expand our operations has been and
continues to be an important element of our business strategy. This strategy
depends on our ability to continue to identify, complete and manage acquisitions
profitably. However, several factors may impair our ability to continue this
strategy.
* Some of our major competitors have or could initiate similar growth
strategies, and the overall plastics intermediary segment is continuing to
consolidate. As a result, competition for suitable acquisition candidates
is increasing. We may not be able to acquire additional companies in our
industry on terms favorable to us.
* We have generally financed our acquisitions from bank borrowings or the
placement of debt securities, or from the issuance of capital stock, and we
expect to derive the consideration used for future acquisitions from the
same sources. However, we may not be able to obtain this financing in the
future on economically feasible or acceptable terms, or at all. Our
consolidated indebtedness was approximately $360 million at April 29, 2000,
or 50.4% of our total consolidated capitalization.
* Integrating acquired businesses requires a significant amount of
management time and skill and may place significant demands on our
operations and financial resources. We may not be successful in integrating
acquired businesses into our operations.
If we are unable to continue our acquisition strategy, or if we fail to
effectively integrate future acquisitions into our operations, it could have a
material adverse effect on our business, financial condition and results of
operations.
Completed Acquisitions May Result in Interest or Goodwill Amortization Expense
that Exceeds the Net Income from the Acquired Operations
* The amount of debt used to finance our acquisitions and the potential for
higher interest rates in the future may result in increased interest costs.
* To complete future acquisitions we may have to negotiate higher purchase
prices that result in increased goodwill amortization expense.
* The Financial Accounting Standards Board has proposed changes to the
accounting for goodwill resulting from future acquisitions, including
shortening the maximum period for amortizing goodwill from 40 years to 20
years. Shortening the amortization period would result in increased
goodwill amortization expense.
Any of these factors could result in expenses from these acquisitions that
exceed the net income we derive from the acquired operations, which would reduce
our net income.
Large Increases in the Costs of Raw Materials Or Substantial Decreases in Their
Availability Could Materially and Adversely Affect Our Operating Profit
* The costs of raw materials used in our manufacturing processes
represented approximately 72% of cost of goods sold in fiscal 1999. These
raw materials include resins that are affected by changes in supply and
demand conditions within the commodity resins market. Prices for these raw
materials could increase significantly.
* In addition, any major disruptions in the availability of petroleum or
natural gas to our suppliers could adversely impact the availability of the
resins used in our manufacturing process.
Either of these factors could cause us to lose orders or customers and have
a material adverse effect on our sales and operating profit.
We Operate in Cyclical Markets and Have Exposure to Economic Downturns
Our products are sold in a number of end markets which tend to be cyclical
in nature, including transportation, building and construction, bath/pool and
spa, and electronics and appliances. A downturn in one or more of these end
markets could have a material adverse effect on our sales and operating profit.
Our Stock Price Is Volatile and May Decline
The trading price of our common stock has fluctuated widely, ranging between
$23.00 and $40.50 per share over the past 52 weeks. The overall market and the
price of our common stock may continue to be volatile. The trading price of our
common stock may be significantly affected by various factors, including:
* Variations in our quarter to quarter operating results;
* Changes in investors' and analysts' perceptions of the business risks and
conditions of our business;
* The relative size of our market capitalization; and
* The limited float of our common stock.
Our Principal Stockholder Could Influence Our Management and Policies, and Could
Also Be a Potential Competitor
As of February 29, 2000, Vita International Limited, of Manchester, England,
held approximately 44% of the outstanding shares of our common stock. Two of our
directors, Roy Dobson and Calvin J. O'Connor, serve on our board as
representatives of Vita.
* Vita's representation on the board and its large percentage of stock
ownership means Vita could be in a position to effectively control our
management and policies if it were supported by a relatively small
percentage of the other stockholders or if a relatively small percentage of
the other shareholders did not choose to exercise their voting rights. In
addition, under our certificate of incorporation, Vita's current
representation on the board together with its current share ownership are
sufficient to give it the power to block significant business combinations
with any other 10% shareholder, of which there are none at present, unless
the board approves the business combination before the other shareholder
acquires its 10% ownership.
* Vita is a manufacturer and distributor of cellular polymers, engineered
thermoplastics, fibers and fabrics, primarily in Europe. Although we do not
currently compete with Vita in any material respect, there can be no
assurance that our growth and business strategies will not conflict with or
be affected by those of Vita at some time in the future. In that event,
Vita could act in its interests at the expense of Spartech's interests.
Our Inability to Obtain or Maintain Required Regulatory or Environmental Permits
Could Hurt our Profits
* We operate under numerous federal, state, local and non-U.S. laws and
regulations controlling the discharge of materials into the environment or
otherwise relating to the protection of the environment. In particular, our
operations are subject to laws and regulations governing industrial waste
water and storm water discharges, public notice or "community right-to-
know" requirements concerning the hazardous materials located or used at
our facilities, and the disposal of solid waste from our facilities, some
of which is considered special waste within the meaning of these laws and
regulations. Some of these laws require us to obtain permits in order to
conduct our operations. If we were to violate these laws or regulations we
might have to pay substantial fines and our permits could be suspended or
revoked in which case we might have to suspend operations at one or more of
our manufacturing facilities. We may also not be able to acquire new
permits which we would need in order to expand our operations.
* The Food and Drug Administration regulates the material content of
medical and direct-contact food and beverage containers and packages and
periodically examines our operations. We must also adhere to FDA
regulations governing "good manufacturing practices," including testing,
quality control, and manufacturing and documentation requirements. If
violations of these regulations are noted during inspections of our
manufacturing facilities by public health regulatory officials, we may be
required to cease manufacturing until the violation is corrected or to
recall products that were manufactured under improper conditions.
Any of these circumstances could have a material adverse effect on the
continued marketing of our products and on our business, financial condition and
results of operations.
Forward Looking Statements
This prospectus contains forward-looking statements, primarily in the
section captioned "Risk Factors." Forward-looking statements represent our
judgment relating to, among other things, future results of operations, growth
plans, sales, capital requirements and general industry and business conditions
applicable to us. They are based largely on our current expectations. Our
actual results could differ materially from the information contained in the
forward-looking statements due to a number of factors, including the risks
described above, changes in the economy or the plastics industry in general, and
other unanticipated events that may prevent us from competing successfully in
existing or new markets, and our ability to manage our growth effectively.
Selling Security Holders
The 1,636,700 shares of common stock being offered by this prospectus are
subject to issuance upon the conversion of an aggregate of 1,000,000 6.50%
Convertible Preferred Securities (liquidation preference $50 per Convertible
Preferred Security) of Spartech Capital Trust, a Delaware business trust, held
by the selling security holders. The Preferred Securities were issued to the
selling security holders in March, 1999.
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock by the selling security holders as of
February 29, 2000, assuming the conversion of the selling security holders'
Convertible Preferred Securities into Spartech common stock, and as adjusted to
reflect the sale of the selling security holders' shares.
<TABLE>
<CAPTION>
Shares Maximum
Shares
Beneficially Owned Number of
Beneficially Owned
Before Offering (a) Shares
After Offering
Being
Name Number Percent(b) Offered(a) Number Percent (b)
<S> <C> <C> <C> <C> <C>
American General Assurance Company 65,468 0.2% 65,468 - -
American General Life Insurance 196,404 0.7% 196,404 - -
Company
American General Life and Accident 196,404 0.7% 196,404 - -
Insurance Company
Northern Life Insurance Company 130,936 0.5% 130,936 - -
The Northwestern Mutual Life 1,285,128(c) 4.5% 491,010 794,118(c) 2.8%
Insurance Company
Reliastar Life Insurance Company 32,734 0.1% 32,734 - -
of New York
The Travelers Insurance Company 458,276 1.7% 458,276 - -
(d)
Yosemite Insurance Company 65,468 0.2% 65,468 - -
Total 2,430,818 8.2% 1,636,700 794,118 2.8%
</TABLE>
________________
(a)Includes the 1,636,700 shares being offered hereby, which are issuable upon
conversion of the Convertible Preferred Securities.
(b)The percentage ownership of each selling security holder is calculated by
assuming the exercise or conversion of all options or convertible securities
held by the selling security holder and the nonexercise or nonconversion of
all other outstanding options and convertible securities.
(c)Includes 794,118 shares issuable upon conversion of 540,000 units of 7%
Convertible Preferred Securities of Spartech Capital Trust II.
(d)The Travelers Insurance Company also owns an aggregate of approximately
$26,000,000 of various issues of Senior Notes of the Company, due in 2004,
2005 and 2006.
Plan of Distribution
We are registering the shares on behalf of the selling security holders,
including persons who may receive the shares from them as gifts or pursuant to
pledges.
We do not know how the selling security holders will sell the shares. They
may sell the shares from time to time in any of several ways and in any of
several marketplaces, including:
* Through private negotiations directly with purchasers;
* Through agreements with underwriters, dealers or brokers for their own
accounts;
* Through agreements with underwriters or dealers for resale;
* In block trades with brokers or dealers who will attempt to sell the
shares as agent but may resell a portion of the block as principal to
facilitate the transaction; or
* In brokers' transactions on the New York Stock Exchange, subject to
its rules.
In addition, any shares covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144
rather than pursuant to this prospectus.
We do not know at what prices the selling security holders will sell the
shares. They may sell the shares at market prices prevailing at the time of the
sale, at prices related to the prevailing market prices, or at negotiated
prices. They may pay usual and customary or specifically negotiated fees,
discounts or commissions in connection with these sales. We will not pay any of
those fees, discounts or commissions.
We will file a supplement to this prospectus if a selling security holder
notifies us that it has entered into any material arrangement with a broker-
dealer for the sale of shares, or if a recipient of shares by gift or pledge
notifies us that it intends to sell more than 500 shares. The supplement will
disclose, to the extent applicable,
* The names of the selling security holder and each participating broker-
dealer,
* The number of shares involved,
* The price at which the shares are being sold,
* The commissions paid or discounts or concessions allowed to each
broker-dealer; and
* Other facts material to the transaction.
Because selling security holders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act of 1933, they will be subject
to the prospectus delivery requirements of the Securities Act.
We have agreed to indemnify each selling security holder against certain
liabilities, including liabilities arising under the Securities Act. The
selling security holders may agree to indemnify any agent, dealer or broker-
dealer that participates in transactions involving sales of the shares against
certain liabilities, including liabilities arising under the Securities Act.
With the consent of the selling security holders, we have designated Willkie
Farr & Gallagher, New York, New York, as legal counsel for the selling security
holders and will pay that firm's reasonable fees and expenses as well as the
other costs of registering the shares and preparing this prospectus. We
estimate the total of all these fees, expenses and costs at not more than
$20,000. However, we will not pay brokerage commissions, underwriters'
discounts or similar selling expenses, or the fees and expenses of any other
legal counsel for the selling security holders.
Use of Proceeds
We will not receive any of the proceeds from the sale of shares by the
selling security holders.
Legal Matters
The validity, authorization and issuance of the shares of common stock
offered by this prospectus has been passed upon for Spartech by Jeffrey D.
Fisher, Esq., an attorney licensed in the State of Missouri. Mr. Fisher is
employed by Spartech as its Vice President and General Counsel and as of May 17,
2000 owned beneficially, through the Spartech Corporation 401(k) Savings &
Investment Plan, approximately 1,645 shares of Spartech's common stock.
Experts
Our consolidated financial statements as of October 31, 1998 and October 30,
1999 and for each of the three years in the period ended October 30, 1999,
included in our Annual Report on Form 10-K for the fiscal year ended October 30,
1999, have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report with respect thereto, and are incorporated in this
prospectus by reference in reliance upon the authority of that firm as experts
in accounting and auditing in giving its report.
The consolidated financial statements of Uniroyal HPP Holdings, Inc. and
subsidiary, incorporated in this prospectus by reference to our amended Current
Report on Form 8-K/A dated May 15, 2000, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is also incorporated
in this prospectus by reference, and has been so incorporated in reliance upon
the report of that firm given upon their authority as experts in accounting and
auditing.
About Spartech
We are an intermediary processor of thermoplastics. Thermoplastics are
plastics capable of being formed and reformed by heating. We convert base
polymers, or resins, from commodity suppliers into extruded plastic sheet and
rollstock, color concentrates and blended resin compounds, and injection molded
and profile extruded products.
Our principal executive offices are located at 120 South Central Avenue,
Suite 1700, Clayton, Missouri 63105. Our telephone number is (314) 721-4242.
Our web site address is http://www.spartech.com. Information contained on our
web site is not part of this prospectus.
Where You Can Find More Information
We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission in connection with this offering. In addition, we file
annual, quarterly and periodic reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy the
registration statement and any other documents filed by us at the Securities and
Exchange Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the Public Reference Room. Our
Securities and Exchange Commission filings are also available to the public at
the Securities and Exchange Commission's Internet site at http://www.sec.gov.
This prospectus is part of the registration statement and does not contain
all of the information included in the registration statement. You should refer
to the registration statement and its exhibits for further information.
The Securities and Exchange Commission allows us to "incorporate by
reference" into this prospectus the information we file with it, which means
that we can disclose important information to you by referring you to those
documents. Information incorporated by reference is part of this prospectus.
Later information filed with the Securities and Exchange Commission will update
and supersede this information.
We incorporate by reference into this prospectus the following documents
filed with the Securities and Exchange Commission:
* The description of our common stock in our Registration Statement on
Amendment No. 1 to Form 8-A dated November 28, 1994, filed on May 17, 1999
under the Securities Exchange Act of 1934;
* Our annual report on Form 10-K for the year ended October 30, 1999;
* Our quarterly reports on Form 10-Q for the quarters ended January 29,
2000 and April 29, 2000;
* Our current report on Form 8-K filed December 6, 1999, relating to
certain amendments to the Restricted Stock Option Plan;
* Our current report on Form 8-K filed December 9, 1999, relating to our
fiscal 1999 operating results and our outlook for fiscal 2000; and
* Our current reports on Form 8-K filed December 28, 1999 and March 14,
2000, relating to our acquisition of certain assets of High Performance
Plastics, Inc., as well as our amended report on Form 8-K/A filed May 15,
2000 containing the consolidated financial statements of Uniroyal HPP
Holdings, Inc. and subsidiary and pro forma financial statements of
Spartech Corporation.
We also incorporate by reference into this prospectus the following documents:
* Any documents we file with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of the initial registration statement and prior to
effectiveness of the registration statement; and
* Any documents we file with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus until this offering is completed.
You may request a copy of these filings, at no cost, by contacting us at:
Spartech Corporation
120 South Central Avenue, Suite 1700
Clayton, Missouri 63105
Attention: Secretary
Our telephone number for copy requests is (314) 721-4242.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the securities registered hereby.
All of these expenses will be borne by the registrant, and not by the
selling security holders.
Securities and Exchange Commission
registration fee $ 12,666
Blue sky fees and expenses 0
Transfer agent fees and expenses 500
Printing and engraving fees 500
Legal fees and expenses 5,000
Accounting fees and expenses 1,000
New York Stock Exchange listing fee 0*
Miscellaneous 334
Total $ 20,000
* The listing fee was paid in connection with the original offering of the
convertible securities in March, 1999.
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware provides
generally and in pertinent part that a Delaware corporation may indemnify its
directors and officers against expenses, judgments, fines and settlements
actually and reasonably incurred by them in connection with any civil suit
or action, except actions by or in the right of the corporation, or any
administrative or investigative proceeding if, in connection with the matters
in issue, they acted in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interest of the corporation,
and in connection with any criminal suit or proceeding,
if in connection with the matters in issue, they had no reasonable
cause to believe their conduct was unlawful. Section 145 further permits a
Delaware corporation to grant its directors and officers additional rights of
indemnification through charter or bylaw provisions and otherwise
and to purchase indemnity insurance on behalf of its directors and officers.
Section Eighth of the registrant's Restated Certificate of Incorporation
provide for indemnification of the registrant's directors and officers in a
variety of circumstances, which may include liabilities under the Securities Act
of 1933, as amended.
Item 16. Exhibits
A list of exhibits is set forth in the Exhibit Index appearing elsewhere in
this Registration Statement and is incorporated herein by reference.
Item 17. Undertakings
(a) 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, represent a fundamental change in the
information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 (a)(1)(i) and (a)(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 purposes 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.
(b) 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 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.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) 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 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, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and 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 June 5,
2000.
Spartech Corporation
By: s/BRADLEY B. BUECHLER
Bradley B. Buechler
Chairman of the Board, President
and Chief Executive Officer
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 and on the dates indicated.
Signature Title Date Signed
s/BRADLEY B. BUECHLER Chairman of the Board, June 5, 2000
Bradley B. Buechler Chief Executive Officer
and Director
(Principal Executive Officer)
s/DAVID B. MUELLER Executive Vice President, June 5, 2000
David B. Mueller Chief Operating Officer,
Secretary and Director
s/RANDY C. MARTIN Vice President-Finance June 5, 2000
Randy C. Martin and Chief Financial Officer
(Principal Financial and
Accounting Officer)
s/RALPH B. ANDY* Director June 5, 2000
Ralph B. Andy
s/W.R. CLERIHUE* Director June 5, 2000
W.R. Clerihue
s/ROY DOBSON* Director June 5, 2000
Roy Dobson
s/JOHN R. KENNEDY* Director June 5, 2000
John R. Kennedy
s/CALVIN J. O'CONNOR* Director June 5, 2000
Calvin J. O'Connor
s/JACKSON W. ROBINSON* Director June 5, 2000
Jackson W. Robinson
s/RICHARD B. SCHERRER* Director June 5, 2000
Richard B. Scherrer
* By: s/BRADLEY B. BUECHLER
Bradley B. Buechler, Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number Description
5 Legal Opinion
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Counsel (included in Exhibit 5)
24.1 Power of Attorney (included on Page II-3)