AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2000
Registration Statement No. 333-_____
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
incorporation or organization) (IRS Employer Identification No.)
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of each class of Amount to be registered maximum maximum registration fee
securities to be registered offering aggregate
price per offering price
unit
<S> <C> <C> <C> <C>
Common stock, $.75 par value 2,941,179 shares $29.3125 $86,213,309.44 $22,760.31 (2)
(1)
</TABLE>
(1) Average of the high and low trading prices of the common stock reported in
the consolidated reporting system as of May 26, 2000, a date within five
business days prior to the date of filing of the registration statement.
Because the common stock is being reoffered by the Selling Security Holders
described herein the registrant will receive no consideration from sales by the
Selling Security Holders and does not know the actual price or prices at which
the common stock may be sold.
(2) The registration fee is calculated pursuant to Rule 457(c).
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, May 31, 2000
[SPARTECH LOGO] Spartech Corporation
120 South Central Avenue, Suite 1700
Clayton, Missouri 63105
(314) 721-4242
2,941,179 Shares
Common Stock
_______________________________
The selling security holders named in this prospectus under "Selling Security
Holders" are offering 2,941,179 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 May 30, 2000, the closing sale price of the common stock on the New
York Stock Exchange was $29.75 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 2,941,179 shares of common stock being offered by this prospectus are
subject to issuance upon the conversion of an aggregate of 2,000,000 7%
Convertible Preferred Securities (liquidation preference $50 per Convertible
Preferred Security) of Spartech Capital Trust II, a Delaware business trust,
held by the selling security holders. The Preferred Securities were issued to
the selling security holders in February, 2000.
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 all of the Convertible Preferred
Securities into Spartech common stock, and as adjusted to reflect the sale of
all 2,941,179 shares by the selling security holders.
<TABLE>
<CAPTION>
Shares Beneficially Maximum Shares Beneficially
Owned Before Offering Number of Owned After Offering
(a) Shares
Being
Name Number Percent Offered Number Percent
(b) (a) (b)
<S> <C> <C> <C> <C> <C>
Allstate Life Insurance Company 294,118 1.1% 294,118 - -
Credit Suisse First Boston, 235,294 0.9% 235,294 - -
Cayman Islands Branch(c)
Security Life of Denver 294,118 1.1% 294,118 - -
Insurance Company
Metropolitan Life Insurance 884,954 3.1% 882,354 2,600 <0.1%
Company
MONY Life Insurance Company (d) 147,059 0.5% 147,059 - -
The Northwestern Mutual Life 1,285,128(e) 4.5% 794,118 491,010(e) 1.8%
Insurance Company
Teachers Insurance and Annuity 296,318 1.1% 294,118 2,200 <0.1%
Association of America
------------ ------- ---------- ---------- ------
Total 3,436,989 11.2% 2,941,179 495,810 1.8%
</TABLE>
(a)Includes the 2,941,179 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)Credit Suisse First Boston, Cayman Islands Branch is an affiliate of Credit
Suisse First Boston Corporation, the placement agent for the Convertible
Preferred Securities.
(d)MONY Life Insurance Company also owns an aggregate of approximately
$18,000,000 of two issues of Senior Notes of the Company and a subsidiary,
due in 2005 and 2006.
(e)Includes 491,010 shares issuable upon conversion of 300,000 units of 6.50%
Convertible Preferred Securities of Spartech Capital Trust.
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
$30,000. 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 prostectus 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 $ 22,760
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 500
New York Stock Exchange listing fee 0*
Miscellaneous 740
Total $ 30,000
* The listing fee was paid in connection with the original offering of the
convertible securities in February, 2000.
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 to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to the information 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Clayton, State of Missouri, on May 19, 2000.
Spartech Corporation
By: s/Bradley B. Buechler
Bradley B. Buechler
Chairman of the Board, President and
Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Bradley B. Buechler and David B. Mueller, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, 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 hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agents, or any of them, or
their or his substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date Signed
s/BRADLEY B. BUECHLER Chairman of the Board, President, May 19, 2000
Bradley B. Buechler Chief Executive Officer
and Director
(Principal Executive Officer)
s/DAVID B. MUELLER Executive Vice President,
Chief Operating Officer, May 19, 2000
David B. Mueller Secretary and Director
s/RANDY C. MARTIN Vice President-Finance and Chief
Financial Officer May 19, 2000
Randy C. Martin (Principal Financial and
Accounting Officer)
s/RALPH B. ANDY Director May 22, 2000
Ralph B. Andy
s/W.R. CLERIHUE Director May 19, 2000
W.R. Clerihue
s/ROY DOBSON Director May 22, 2000
Roy Dobson
s/JOHN R. KENNEDY Director May 22, 2000
John R. Kennedy
s/CALVIN J. O'CONNOR Director May 19, 2000
Calvin J. O'Connor
s/JACKSON W. ROBINSON Director May 20, 2000
Jackson W. Robinson
s/RICHARD B. SCHERRER Director May 20, 2000
Richard B. Scherrer
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)
