<PAGE>
As filed with the Securities and Exchange Commission on April 21, 1995
Registration No. 33-
--------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AEP INDUSTRIES INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
22-1916107
-----------------------------------
(I.R.S. Employer Identification No.)
125 PHILIPS AVENUE, SOUTH HACKENSACK, NEW JERSEY 07606
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(Address of Principal Executive Offices)(Zip Code)
1995 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full title of the Plan)
PAUL M. FEENEY
EXECUTIVE VICE PRESIDENT
AEP INDUSTRIES INC.
125 PHILIPS AVENUE
SOUTH HACKENSACK, NEW JERSEY 07606
----------------------------------------
(Name and Address of Agent For Service)
(201) 641-6600
------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Paul E. Gelbard, Esq.
Bachner, Tally, Polevoy & Misher
380 Madison Avenue
New York, New York 10017
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
- ------------------- ---------- --------- ---------- --------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 300,000 $23.56 $7,060,000 $2,437.26
<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The price shown is the average of the
high and low price of the Common Stock as reported on Nasdaq National
Market on April 18, 1995.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by AEP Industries
Inc. (the "Registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1994;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1995;
(c) The Registrant's definitive Proxy Statement, dated February 28,
1995, as filed with the Securities and Exchange Commission in
connection with the Registrant's Annual Meeting of Stockholders held
April 11, 1995.
Item 4. DESCRIPTION OF SECURITIES.
No response is required to this item.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon
by Bachner, Tally, Polevoy & Misher. A member of such firm is a director,
stockholder and optionholder of the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ARTICLE XVI of the Registrant's Certificate of Incorporation, as
amended, provides as follows:
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
for the
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unlawful payment of dividends or unlawful stock purchases under
Section 174 of the General Corporation Law of Delaware, or (iv) for
any transaction from which the director derived any improper
personal benefit. If after approval by the stockholders of this
provision the General Corporation law of Delaware is amended to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of Delaware, as so amended.
Any repeal or modification of this Article by the stockholders of
the Corporation shall be by the affirmative vote of the holders of
not less than eighty percent (80%) of the outstanding shares of
stock of the Corporation and entitled to vote in the election of
Directors, considered for the purposes of this Article SIXTEENTH as
one class, shall be prospective only and shall not adversely affect
any right or protection of a director of the Corporation existing at
the time of such repeal or modification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response to this Item is required.
Item 8. EXHIBITS.
4 AEP Industries Inc. 1995 Employee Stock Purchase Plan
5 Opinion of Bachner, Tally, Polevoy & Misher, with respect to the
legality of the Common Stock to be registered hereunder
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Bachner, Tally, Polevoy & Misher (contained in Exhibit 5)
Item 9. 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 such information 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;
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(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 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 as described above, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 South Hackensack, State of New Jersey, on the 21st
day of April, 1995.
AEP Industries Inc.
--------------------------------
(Registrant)
By: /s/ J. Brendan Barba
--------------------------------
J. Brendan Barba, Chairman
of the Board and President
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 date indicated.
/s/ J. Brendan Barba April 21, 1995
- -----------------------------
J. Brendan Barba, Chairman
of the Board and President
(Principal Executive Officer)
/s/ Paul M. Feeney April 21, 1995
- -----------------------------
Paul M. Feeney, Executive
Vice President-Finance, Director
(Principal Financial Officer)
/s/ Lawrence R. Noll April 21, 1995
- -----------------------------
Lawrence R. Noll
Vice President-Finance and Secretary, Director
(Principal Accounting Officer)
/s/ Kenneth Avia April 21, 1995
- -----------------------------
Kenneth Avia, Director
/s/ Robert W. Cron April 21, 1995
- -----------------------------
Robert W. Cron, Director
/s/ Paul E. Gelbard April 21, 1995
- -----------------------------
Paul E. Gelbard, Director
5
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INDEX TO EXHIBITS
AEP INDUSTRIES INC.
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- -------------
4 AEP Industries Inc. 1995 Employee Stock
Purchase Plan 7 - 14
5 Opinion of Bachner, Tally, Polevoy &
Misher, with respect to the legality
of the Common Stock to be registered
hereunder 15 - 16
23(a) Consent of Arthur Andersen LLP 17
23(b) Consent of Bachner, Tally, Polevoy &
Misher (contained in Exhibit 5) 18
<PAGE>
Exhibit 4
AEP INDUSTRIES INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
7
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AEP INDUSTRIES INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. The purpose of the AEP Industries Inc. 1995 Employee
Stock Purchase Plan is to enable and encourage employees of the Company and its
Subsidiaries to acquire the Company's Common Stock through payroll deductions to
enable them to share in the economic prosperity of the Company.
2. DEFINITIONS.
2.1 "Board of Directors" shall mean the Board of Directors of the
Company.
2.2 "Code" shall mean the Internal Revenue Code of 1986 and any
successor statute thereto, as amended.
2.3 "Committee" shall mean the Stock Option Committee of the Board
of Directors.
2.4 "Common Stock" shall mean shares of the Company's common stock,
$.01 par value.
2.5 "Company" shall mean AEP Industries Inc., a Delaware
corporation.
2.6 "Compensation" as used during any calendar year with respect to
an Employee shall mean the amount of salary and hourly wages (including bonuses,
overtime, commissions, sick pay, and other supplemental compensation) received
by such Employee from the Company or a Subsidiary in respect of such calendar
year, as required to be reported to the Internal Revenue Service ("IRS") on IRS
Form W-2 for such calendar year.
2.7 "Eligible Employees" shall mean only those persons who on an
Offering Date (a) are Employees and (b) are not deemed for purposes of Section
423(b)(3) of the Code to own stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company or a Subsidiary.
2.8 "Employees" shall mean all persons employed by the Company or
any Subsidiary, within the meaning of Section 423(b)(1) of the Code, excluding
persons (a) employed less than one year, or (b) whose customary employment is 20
hours or less per week or for not more than five months per year, or (c) who
serve on the Committee.
2.9 "Exercise Date" shall mean the final day of each Offering
Period.
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2.10 "Fair Market Value" on a particular day means the last sale
price regular way on such day or if such day is not a business day on the
preceding business day, on the principal national securities exchange on which
the Common Stock is listed or admitted to trading as reported by such exchange,
or if the Common Stock is not listed or admitted to trading on any nations
securities exchange, in the over-the-counter market on such day, as reported on
the Nasdaq National Market ("Nasdaq"), or if there are no such prices reported
on such exchange or Nasdaq on such day, the average of the closing high bid and
low asking price of the Stock as reported by such exchange or Nasdaq, and if
there be none, then as furnished to the Committee by any New York Stock Exchange
member selected from time to time by the Committee for such purpose. If there
is no bid or asked price reported on any such day, the market value shall be
determined by the Committee in accordance with the regulations promulgated under
Section 2031 of the Code, or by any other appropriate method selected by the
Committee.
2.11 "Offering" shall mean the offering of shares of Common Stock
to Participants pursuant to this Plan that occurs on each Offering Date.
2.12 "Offering Date" shall mean the first day of each Offering
Period.
2.13 "Offering Period" shall mean the periods commencing January 1
and July 1 of each calendar year and ending, respectively, on June 30 and
December 31 of the same calendar year. The first Offering Period shall commence
on July 1, 1995.
2.14 "Participant" shall mean an Eligible Employee who elects to
participate in the Plan and gives notice to the Company of such election in
accordance with Section 5 hereof.
2.15 "Plan" shall mean the AEP Industries Inc. 1995 Employee Stock
Purchase Plan as hereafter, from time to time, amended.
2.16 "Purchase Price" shall mean the cost of Common Stock acquired
pursuant to the Plan as determined under Section 9 hereof.
2.17 "Rules" shall mean the rules for administering the Plan
adopted pursuant to Section 19 hereof.
2.18 "Stock Purchase Account" shall mean the record of payments
made by a Participant in accordance with Section 6 hereof which is required to
be maintained in accordance with Section 7 hereof.
2.19 "Subsidiary" shall mean any subsidiary corporation of the
Company within the meaning of Section 424(f) of the Code.
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3. SHARES OFFERED PURSUANT TO THE PLAN. The number of shares of
Common Stock which may be offered under the Plan on or after July 1, 1995,
shall not exceed 300,000, subject to adjustment in accordance with Section 21
hereof. Such shares may be authorized but unissued shares, previously issued
shares reacquired by the Company, or any combination thereof.
4. SHARES PURCHASED BY PARTICIPANTS. Each Participant on an Offering
Date shall be entitled to purchase from the Company, in the manner and on the
terms herein provided, whole shares of Common Stock at the Purchase Price set
forth in Section 9 hereof with amounts withheld or paid pursuant to Section 6
hereof during the Offering Period commencing on such Offering Date and ending on
the next succeeding Exercise Date. Anything herein to the contrary
notwithstanding, if any person entitled to purchase shares pursuant to any
Offering hereunder would be deemed for purposes of Section 423(b)(3) of the Code
to own stock (including any number of shares which such person would be entitled
to purchase hereunder and under any other such plan maintained by the Company or
any Subsidiary) possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company, the maximum number of shares which
such person shall be entitled to purchase pursuant to this Plan shall be reduced
to that number which, when added to the number of shares of stock of the Company
which such person is so deemed to own (excluding any number of shares which such
person would be entitled to purchase hereunder), is one less than such 5%.
5. PARTICIPATION IN PLAN. Any Eligible Employee may become a
Participant in the Plan by notifying the Company in writing of his intention to
participate prior to the Offering Date on which an Offering commences as the
Committee may prescribe. Such notice shall be in the form prescribed by the
Rules and shall be delivered by hand or mailed, postage prepaid, to the
secretary of the Committee, or his designee.
6. METHOD OF PAYMENT FOR SHARES.
6.1 Payment for shares of Common Stock purchased hereunder shall be
made by authorized payroll deductions from a Participant's Compensation pursuant
to this Section.
6.2 In his written notice to the Company pursuant to Section 5
hereof, a Participant shall authorize a deduction, stated as a percentage (to
tenths of a percent) from the payment of his Compensation during each Offering
Period. The maximum deduction during any Offering Period shall not exceed 7.5%
of Compensation during that Offering Period or such lesser amount as the
Committee may prescribe. The minimum deduction is 1.0% of Compensation. A
Participant may not change the amount of his deductions during an Offering
Period, but may change the amount to be deducted for any subsequent Offering by
filing notice thereof prior to the Offering Date on which such subsequent
Offering commences in the manner provided in Section 5 hereof.
7. STOCK PURCHASE ACCOUNTS. A Stock Purchase Account shall be
established and maintained in the name of each Participant. Amounts deducted
from a Participant's Compensation pursuant to Section 6 hereof shall be credited
to his Stock Purchase Account.
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8. INTEREST. No interest shall accrue or be payable to any
Participant with respect to any amounts credited to his Stock Purchase Account.
9. PURCHASE PRICE. The Purchase Price per share of the shares of
Common Stock sold to Participants hereunder for any Offering shall be the lesser
of 85% of the Fair Market Value per share of Common Stock on (i) the Offering
Date or (ii) the Exercise Date.
10. PURCHASE OF SHARES. If as of any Exercise Date there is credited
to the Stock Purchase Account of a Participant an amount at least equal to the
Purchase Price of one share of Common Stock, as determined in Section 9 hereof,
for the Offering which expires on such Exercise Date, the Participant shall
purchase from the Company at such Purchase Price the largest number of whole
shares of Common Stock which can be purchased with the amount credited to his
Stock Purchase Account, or such lesser number of shares the Committee may from
time to time establish as the maximum number of shares that a Participant may
purchase in such Offering.
11. EXPIRATION OF OFFERING. As of each Exercise Date the amount
credited to the Stock Purchase Account of each Participant in the Offering which
expires on such Exercise Date shall be charged with the aggregate Purchase Price
of the shares of Common Stock purchased by the Participant on such Exercise
Date. The remaining balance credited to his Stock Purchase Account shall be
refunded to each Participant who files notice of his election for refund prior
to such Exercise Date in the manner provided in Section 23 hereof. If no such
notice is filed by a Participant and he has not withdrawn from the Plan in
accordance with Section 13 hereof, any remaining balance credited to his Stock
Purchase Account shall be credited to his Stock Purchase Account for the next
succeeding Offering hereunder.
12. ISSUANCE OF SHARES; STOCK CERTIFICATE.
12.1 The shares of Common Stock purchased by a Participant on an
Exercise Date shall, for all purposes, be deemed to have been sold at the close
of business on such Exercise Date. Prior to that time the Participant shall
have none of the rights or privileges of a stockholder of the Company with
respect to such shares.
12.2 As soon as practicable after each Exercise Date, the Company
shall issue and deliver a certificate for the number of shares of Common Stock
purchased by a Participant on such Exercise Date, which certificate shall be
registered either in the Participant's name or jointly in the names of the
Participant and his spouse, with the right of survivorship, as the Participant
shall designate in a written notice to the Company pursuant to Section 23
hereof. The Participant may change such designation at any time by filing
notice of the change in accordance with Section 23 hereof.
13. VOLUNTARY WITHDRAWAL FROM PLAN. A Participant other than an
officer or director of the Company who is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") may withdraw
from the Plan at any time by filing notice of withdrawal in the manner provided
in Section 23 hereof. Upon a Participant's withdrawal, the entire amount
credited to his Stock Purchase Account shall be refunded to him. Any
Participant who withdraws from the Plan may again become a Participant
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hereunder with respect to a future Offering Period by filing notice in
accordance with Section 5 hereof. An officer or director of the Company who
is subject to Section 16(b) of the Exchange Act may withdraw from the Plan
only with respect to a future Offering Period, unless the Committee shall
have made other provision for exempting transactions under the Plan by such
persons from Section 16(b) of the Exchange Act in advance of the Offering
Period in which any such notice of withdrawal is filed.
14. INVOLUNTARY WITHDRAWAL FROM PLAN. If a Participant ceases to be
an Employee by reasons of clauses (a), (b) or (c) of Section 2.8 hereof, the
entire credit balance in his Stock Purchase Account as of the effective date on
which he so ceased to be an Employee shall be used to purchase shares of Common
Stock pursuant to Sections 9 and 10 hereof as of the next Exercise Date and any
remaining balance credited to his Stock Purchase Account shall be refunded to
him.
15. TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Employee other than by reason of clauses (a), (b) or (c) of Section 2.8 hereof,
the entire credit balance in his Stock Purchase Account shall be refunded to
him. If a Participant dies, the entire credit balance in his Stock Purchase
Account shall be paid over to his estate.
16. PROCEDURE IF INSUFFICIENT SHARES AVAILABLE. In the event that on
any Exercise Date the aggregate funds available for the purchase of shares of
Common Stock pursuant to Section 9 hereof would purchase a number of shares in
excess of the number of shares then available for purchase under the Plan, the
Committee shall proportionately reduce the number of shares which would
otherwise be purchased by each Participant on such Exercise Date in order to
eliminate such excess, the Plan shall automatically terminate immediately after
such Exercise Date and any remaining balance credited to the Stock Purchase
Account of a Participant shall be refunded to such Participant.
17. LIMITATION ON RIGHT TO PURCHASE. Anything herein to the contrary
notwithstanding, if at any time when any person is entitled to complete the
purchase of any shares pursuant to this Plan, taking into account such person's
rights, if any, to purchase stock under all other stock purchase plans of the
Company or any Subsidiary, the result would be that during the then current
calendar year such person would have first become entitled to purchase under
this Plan and all such other plans a number of shares of stock which would
exceed the maximum number of shares permitted by the provisions of Section
423(b)(8) of the Code, then the number of shares which such person shall be
entitled to purchase pursuant to this Plan shall be reduced by the number which
is one more than the number of shares which represents the excess.
18. RIGHTS NOT TRANSFERABLE. Rights to purchase shares under this
Plan are exercisable only by the Participant during his lifetime and are not
transferable. If a Participant attempts to transfer his rights to purchase
shares under the Plan, he shall be deemed to have requested withdrawal from the
Plan and the provisions of Section 13 hereof shall apply with respect to such
Participant.
19. ADMINISTRATION OF THE PLAN. Subject to the general control of,
and superseding action by, the Board of Directors, the Committee shall have full
power to administer the
12
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Plan. The Committee shall adopt Rules not inconsistent with the provisions of
the Plan for its administration, including the form of all notices required
hereunder. The Committee's interpretation and construction of the Plan and
Rules shall, subject as aforesaid, be final and conclusive.
20. AMENDMENT OF THE PLAN. The Board of Directors may at any time, or
from time to time, alter or amend the Plan in any respect, except that, without
approval of the stockholders, no amendment may (i) change the number of shares
reserved under the Plan other than as provided in Section 21 hereof, (ii)
reduce the Purchase Price per share as determined under Section 9 hereof other
than as provided in Section 21 hereof, or (iii) permit any person who is not
an Employee to participate in the Plan.
21. RECAPITALIZATION AND CORPORATE REORGANIZATION
21.1 The aggregate number of shares of Common Stock reserved for
purchase under the Plan as provided in Section 3 hereof and the Purchase Price
per share as provided in Section 9 hereof shall be appropriately adjusted to
reflect any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend, or other increase or decrease in
such shares effected without receipt of consideration by the Company.
21.2 Subject to any required action by the stockholders, if the
Company shall be the surviving or resulting corporation in any merger or
consolidation, any Offering hereunder shall pertain to and apply to the shares
of stock of the Company, but a dissolution or liquidation of the Company or a
merger or consolidation in which the Company is not the surviving or the
resulting corporation, shall cause the Plan and any Offering hereunder to
terminate and the entire amount credited to the Stock Purchase Account of each
Participant hereunder shall be paid to such Participant.
22. EXPIRATION AND TERMINATION OF THE PLAN. The Plan shall continue
in effect through June 30, 2005, unless terminated prior thereto pursuant to
Section 21 hereof, provided that the Board of Directors shall have the right to
terminate the Plan at any time. In the event of the expiration of the Plan or
its termination pursuant to Section 21 hereof, the entire amount credited to the
Stock Purchase Account of each Participant hereunder shall be refunded to the
Participant.
23. NOTICE. Any notice which a Participant files pursuant to this
Plan shall be in the appropriate form prescribed by the Rules or, if no
provision is made in such Rules for the particular kind of notice in question,
such notice shall be in writing and shall be delivered by hand or mailed,
postage prepaid, to the secretary of the Committee, or his designee.
24. REPURCHASE OF STOCK. The Company shall not be required to
repurchase from any Participant shares of Common Stock which he acquires under
this Plan.
25. ALTERNATIVE CONTRIBUTION METHODS. Anything herein to the contrary
notwithstanding, in the event that authorized payroll deductions from Employees'
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Compensation are not permitted by reason of the provisions of local law
applicable to the Company or any Subsidiary, the Committee shall adopt an
appropriate alternative method pursuant to which affected Employees may make
payment for shares of Common Stock purchased hereunder which would otherwise
have been made pursuant to Section 6 hereof. Payments made hereunder shall be
deemed to have been made pursuant to Section 6 hereof.
26. NO EMPLOYMENT RIGHTS. Neither the Plan nor any document issued
hereunder shall confer on any Employee the right to continue in the employ of
the Company or interfere in anyway with the right of the Company to terminate
any Employee's employment at any time with or without cause or liability
hereunder.
27. COMPLIANCE WITH LAWS AND REGULATIONS. The offering, sale,
issuance and transfer of any share of Stock under the Plan shall be subject to
such conditions, limitations and restrictions as the Committee or its delegate
may determine to be necessary or advisable to comply with the laws or
regulations of any governmental agency or other duly constituted authority
having jurisdiction of the subject matter.
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EXHIBIT 5
OPINION OF COUNSEL
<PAGE>
BACHNER, TALLY, POLEVOY & MISHER
380 Madison Avenue
New York, New York 10017-2590
(212) 687-7000
April 20, 1995
AEP Industries Inc.
125 Phillips Avenue
South Hackensack, NJ 07606
Re: AEP INDUSTRIES INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
-----------------------------------------------------
Gentlemen:
We have served as your counsel in connection with the preparation of your
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, representing the
offering and issuance to certain persons under the AEP Industries Inc. 1995
Employee Stock Purchase Plan (the "Plan") of an aggregate of 300,000 shares of
your common stock, $.01 par value (the "Common Stock").
We have examined such corporate records, documents and matters of law as
we have considered appropriate for the purposes of this opinion.
Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that the Common Stock, when issued
in the manner described in the Plan will be validly issued, fully paid and
non-assessable.
We consent to the reference made to our firm in the Registration Statement
and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
BACHNER, TALLY, POLEVOY & MISHER
<PAGE>
EXHIBIT 23(a)
Consent of Arthur Andersen LLP
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
December 13, 1994, included in the AEP Industries, Inc.'s Form 10-K for the
year ended October 31, 1994, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
April 19, 1995
<PAGE>
EXHIBIT 23(b)
CONSENT OF COUNSEL
The consent of Bachner, Tally, Polevoy & Misher is contained in their
opinion filed as Exhibit 23(b) to this Registration Statement.
