As filed with the Securities and Exchange Commission on August 1, 1995.
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ASTEC INDUSTRIES, INC.
(Exact Name of Issuer as Specified in its Charter)
Tennessee 62-0873631
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification Number)
P.O. Box 72787, 4101 Jerome Avenue, Chattanooga, Tennessee 37407
(Address, including zip code, and telephone number of
Principal Executive Offices)
ASTEC INDUSTRIES, INC. 401(k) RETIREMENT PLAN
(Full Title of the Plan)
J. Don Brock
Chairman of the Board and President
ASTEC INDUSTRIES, INC.
P.O. Box 72787, 4101 Jerome Avenue
Chattanooga, Tennessee 37407
(615) 867-4210
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Common Stock, $0.20 par value (3)
Amount to be Registered (1)
500,000 shares
Proposed Maximum Offering Price Per Unit (2)
$10.19
Proposed Maximum Aggregate Offering Price (2)
$5,095,000
Amount of Registration Fee
$1,756.90
(1) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment and anti-dilution
provisions of the Registrant's 401(k) Retirement Plan.
(2) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of the Registrant's Common
Stock reported on the Nasdaq National Market System on July 28, 1995.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
<PAGE>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference
into this Registration Statement and are deemed to be a part
hereof from the date of the filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
(2) The Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1994.
(3) All other reports filed by the Registrant or the Plan
pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Registrant's 1994 Annual
Report on Form 10-K, including the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995.
(4) The description of Common Stock contained in the
Registrant's Registration Statements filed under Section 12 of the
Exchange Act, including all amendments or reports filed for the
purpose of updating such description.
(4) All other documents subsequently filed by the
Registrant and the Plan pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities
that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock registered hereby has
been passed upon by Alston & Bird, Atlanta, Georgia.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted under Tennessee law, the Registrant's
Charter provides that a director shall not be personally liable to
the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director, except that such provision
does not eliminate or limit the liability of a director (a) for any
breach of the director's duty of loyalty to the corporation or its
shareholders, (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or
(c) for unlawful corporate distributions.
Under of its Bylaws, the Registrant may indemnify and
advance expenses to its current and former directors and officers
with respect to certain liabilities incurred as a result of any
threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative and
whether formal or informal, to which such person is a party
because he is or was a director or officer of the corporation. The
liabilities that may be indemnified against include the obligations
to pay judgments, fines, penalties, amounts paid in settlement, and
reasonable expenses, including attorneys' fees, incurred with
respect to a proceeding. Any such indemnification is predicated
upon the proposed indemnitee having met the standard of conduct
specified in the Tennessee Business Corporation Act.
Determination concerning whether or not the applicable standard
of conduct has been met can be made by (a) the Board of
Directors by a majority vote of a quorum consisting of
disinterested directors, (b) a majority vote of a committee of
disinterested directors, (c) special legal counsel, or (d) an
affirmative vote of a majority of shares held by the disinterested
shareholders. No indemnification shall be made to or on behalf of
a director (i) in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the
corporation, or (ii) in connection with any other proceeding in
which the director was adjudged liable on the basis that personal
benefit was improperly received by him. The Registrant's Bylaws
also permit the Registrant to indemnify or advance expenses to its
employees and agents to the same extent as to a director or
officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration
Statement are as follows:
Exhibit Number Description
4.1 Restated Charter of the Registrant (incorporated by reference
from Registrant's Registration Statement on Form S-1,
effective June 18, 1986, File No. 33-5348)
4.2 Articles of Amendment to the Restated Charter of the
Registrant, effective September 12, 1988 (incorporated by
reference from Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988, File No. 0-14714)
4.3 Articles of Amendment to the Restated Charter of the
Registrant, effective June 8, 1989 (incorporated by reference
from Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989, File No. 0-14714)
4.4 Amended and Restated Bylaws of the Registrant, adopted
March 14, 1990 (incorporated by reference from Registrant's
Annual Report on Form 10-K for the year ended December
31, 1989, File No. 0-14714)
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (contained in Part II at page II-6)
The undersigned Registrant hereby undertakes that it will
submit or has submitted the Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended.
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:
(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 this 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
this Registration Statement;
(iii) To include any material
information with respect to the plan of distribution
not previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 being 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 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 this
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.
(c) 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
Registrant's Charter or Bylaws, 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 on following page)
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 Chattanooga, Tennessee, on July 27, 1995.
ASTEC INDUSTRIES, INC.
(Registrant)
By: /s/ J. DON BROCK
J. Don Brock
Chairman of the Board and President
KNOW BY ALL MEN BY THESE PRESENT that each
person whose signature appears below constitutes and appoints J.
Don Brock or Albert E. Guth and either of them (with full power
in each to act alone), as true and lawful attorneys-in-fact, with full
power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any 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, hereby ratifying and confirming all that
said attorney-in-fact, or their substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
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.
<TABLE>
<S> <C> <C>
Signature Capacity Date
/s/ J. DON BROCK Chairman of the Board July 27, 1995
J. Don Brock and President
(Principal Executive Officer)
/s/ ALBERT E. GUTH Chief Financial Officer, July 27, 1995
Albert E. Guth Senior Vice President,
Treasurer, Secretary and Director
(Principal Financial Officer)
/s/ F. McKAMY HALL Controller July 27, 1995
F. McKamy Hall (Principal Accounting Officer)
/s/ GEORGE C. DILLON Director July 27, 1995
George C. Dillon
/s/ DANIEL K. FRIERSON Director July 27, 1995
Daniel K. Frierson
/s/ JERRY F. GILBERT Director July 27, 1995
Jerry F. Gilbert
/s/ G. W. JONES Director July 27, 1995
G. W. Jones
/s/ JOSEPH MARTIN, JR. Director July 27, 1995
Joseph Martin, Jr.
/s/ WILLIAM B. SANSOM Director July 27, 1995
William B. Sansom
Director
E. D. Sloan, Jr.
/s/ W. NORMAN SMITH Director July 27, 1995
W. Norman Smith
/s/ ROBERT G. STAFFORD Director July 27, 1995
Robert G. Stafford
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Chattanooga, State of Tennessee, on July 27, 1995.
ASTEC INDUSTRIES, INC.
401(k) RETIREMENT PLAN
By: /s/ J. DON BROCK
J. Don Brock, Chairman
Astec Industries, Inc.
401(k) Retirement Plan Committee
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
4.1 Restated Charter of the Registrant (incorporated by reference
from Registrant's Registration Statement on Form S-1,
effective June 18, 1986, File No. 33-5348)
4.2 Articles of Amendment to the Restated Charter of the
Registrant, effective September 12, 1988 (incorporated by
reference from Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988, File No. 0-14714)
4.3 Articles of Amendment to the Restated Charter of the
Registrant, effective June 8, 1989 (incorporated by reference
from Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989, File No. 0-14714)
4.4 Amended and Restated Bylaws of the Registrant, adopted
March 14, 1990 (incorporated by reference from Registrant's
Annual Report on Form 10-K for the year ended December
31, 1989, File No. 0-14714)
5 Opinion of Counsel of Astec Industries, Inc.
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (contained in Part II at page II-6)
</TABLE>
Exhibit 5 Opinion of Counsel of Astec Industries, Inc.
[Alston & Bird letterhead]
July 27, 1995
Astec Industries, Inc.
4101 Jerome Avenue
Chattanooga, Tennessee 37407
Re: Astec Industries, Inc. 401(k) Retirement Plan
-- Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for Astec Industries, Inc., a
Tennessee corporation (the "Company"), in the preparation of the
referenced Form S-8 Registration Statement relating to the
Company's 401(k) Retirement Plan (the "Plan") and the proposed
offer of up to 500,000 shares of the Company's common stock,
$0.20 par value (hereinafter referred to as "Common Stock"). In
connection with the preparation of said Registration Statement,
we have examined originals or copies of corporate records,
certificates of public officials and of officers of the Company and
other instruments relating to the authorization and issuance of
such shares of Common Stock as we have deemed relevant and
necessary for the opinion hereinafter expressed.
On the basis of the foregoing, it is our opinion that the
proposed offer under the Plan of up to 500,000 shares of
Common Stock have been duly authorized by the Board of
Directors of the Company, and the shares, when issued in
accordance with the terms and conditions of the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to said Registration Statement on Form S-8 and further
consent to the use of our name wherever appearing in the Form
S-8.
Very truly yours,
ALSTON & BIRD
By: /s/ LAURA G. THATCHER
LGT:lgt
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Astec Industries, Inc. 401(k) Retirement Plan
(the "Plan") of our reports (a) dated February 18, 1995, with respect to
the consolidated financial statements and schedules of Astec Industries,
Inc. included in its Annual Report (Form 10-K) and (b) dated June 26, 1995,
with respect to the financial statements and schedules of the Astec
Industries, Inc. 401(k) Retirement Plan included in the Plan's Annual
Report (Form 11-K), both for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Chattanooga, Tennessee
July 31, 1995
