Registration No. 33-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN WOODMARK CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1138147
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3102 Shawnee Drive, Winchester, Virginia 22601
(Address of Principal Executive Offices) (Zip Code)
AMERICAN WOODMARK CORPORATION
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
James J. Gosa
President and CEO
American Woodmark Corporation
3102 Shawnee Drive
Winchester, Virginia 22601
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (540) 665-9116
Copy to
R. Gordon Smith
McGuire, Woods, Battle & Boothe, L.L.P.
One James Center
Richmond, Virginia 23219
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the registration statement.
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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
- --------------- -------------- -------------- -------------- ---------------
American 30,000 $7.6875 (2) $230,625.00 $80
Woodmark shares (1)
Corporation
Common Stock,
$1.00 par value
(1) Represents the maximum number of shares of Common Stock of American Woodmark
Corporation (the "Company") that may be offered and sold hereunder.
(2) Estimated solely for purposes of calculating the registration fee. Based
upon the average of the high and low prices for the Common Stock
reported on NASDAQ on September 19, 1996.
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PART II - INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company and the American Woodmark Corporation 1995 Non-Employee
Directors Stock Option Plan (the "Plan") hereby incorporate by reference into
this Registration Statement the documents listed below which have been filed
with the Securities and Exchange Commission.
(a) The Company's Annual Report on Form 10-K filed with the Commission on
July 17, 1996 for the Company's fiscal year ended April 30, 1996.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), as amended since the end of
the fiscal year covered by the prospectus referred to in (a) above.
(c) The description of the Common Stock contained in the Company's
Registration Statement Form 8-A filed with the Commission on July 15,
1986 pursuant to Section 12 of the Exchange Act.
Each document or report subsequently filed by the Company and the Plan with
the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act after the date of this Registration Statement, but prior to the filing of a
posteffective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document or
report incorporated into this Registration Statement by reference shall be
deemed to be a part of this Registration Statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement.
Item 6. Indemnification of Directors and Officers
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnifications, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit, or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee, or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
The Registrant's Articles of Incorporation provide for mandatory
indemnification of its directors and officers against liability incurred by them
in proceedings instituted or threatened against them by third parties, or by or
on behalf of the Registrant itself, relating to the manner in which they
performed their duties unless they have been guilty of willful misconduct or a
knowing violation of the criminal law.
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Item 8. Exhibits
The following exhibits are filed herewith as part of this Registration
Statement:
(a) Exhibit 5 - Opinion and Consent of McGuire, Woods, Battle & Boothe,
L.L.P., Counsel to the Company as to the validity of the Common Stock
offered hereunder
(b) Exhibit 23 (23.1) - Consent of Ernst & Young LLP, Independent Auditors
(c) Exhibit 23 (23.2) - Consent of McGuire, Woods, Battle & Boothe, L.L.P.
(Exhibit 23.2/Consent of legal counsel is included in Exhibit 5)
(d) Exhibit 28 - American Woodmark Corporation 1995 Non-Employee Directors
Stock Option Plan
Item 9. Undertakings
The undersigned registrant hereby undertakes or acknowledges:
To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(a) (1) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(i) 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;
(ii) 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 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 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.
(3) To remove from registration by means of a posteffective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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 each filing of the 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.
<PAGE>
(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 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.
<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 Winchester, Commonwealth of Virginia, on
September 20, 1996.
AMERICAN WOODMARK CORPORATION
(Registrant)
By: /s/JAMES J. GOSA
James J. Gosa
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on September 20, 1996.
/s/WILLIAM F. BRANDT, JR. /s/JOHN T. GERLACH
William F. Brandt, Jr. John T. Gerlach
Chairman of the Board Director
/s/JAMES J. GOSA /s/DANIEL T. CARROLL
James J. Gosa Daniel T. Carroll
President and Chief Executive Director
Officer
Director
/s/KENT B. GUICHARD /s/C. ANTHONY WAINWRIGHT
Kent B. Guichard C. Anthony Wainwright
Vice President, Finance and Director
Chief Financial Officer
(principal financial and
accounting officer)
/s/RICHARD A. GRABER /s/MARTHA M. DALLY
Richard A. Graber Martha M. Dally
Director Director
/s/DONALD P. MATHIAS
Donald P. Mathias
Director
EXHIBIT 5 & EXHIBIT 23.2
September 20, 1996
Board of Directors
American Woodmark Corporation
3102 Shawnee Drive
Winchester, Virginia 22601
Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Registration
Statement"), with respect to the offering of up to 30,000 shares of Common
Stock, $1.00 par value per share of American Woodmark Corporation (the
"Company") to be issued pursuant to the American Woodmark Corporation 1995
Non-Employee Directors Stock Option Plan (the "Plan").
We are familiar with the Registration Statement and have examined such
corporate documents and records, including the Plan, and such matters of law as
we have considered appropriate to enable us to render the following opinion. On
the basis of the foregoing, we are of the opinion that:
The Company is a corporation duly organized and validly existing under the
laws of the Commonwealth of Virginia and has the power to issue up to 30,000
shares of Company Common Stock, $1.00 par value, that are to be registered with
the Securities and Exchange Commission on a Form S-8 Registration Statement. We
are further of the opinion that the Common Stock being registered, when issued
in accordance with the related resolutions of the Board of Directors and the
terms of the Plan, will be duly authorized, validly issued, fully paid and non-
assessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the reference to us under the caption "Legal Opinions" in the
Registration Statement.
Very truly yours,
/s/ MCGUIRE, WOODS, BATTLE &
BOOTHE, L.L.P.
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Non-Employee Directors Stock Option Plan of
our report dated June 7, 1996, with respect to the financial statements of
American Woodmark Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended April 30, 1996 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Baltimore, Maryland
September 20, 1996
EXHIBIT 28
AMERICAN WOODMARK CORPORATION
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
PART 1. PLAN ADMINISTRATION AND ELIGIBILITY
I. Purpose
The purpose of this Non-Employee Directors Stock Option Plan (the "Directors
Plan") of American Woodmark Corporation (the "Company") is to encourage
ownership in the Company by non-employee members of the Board of Directors (the
"Board") of the Company, in order to promote long-term shareholder value and to
provide non-employee members of the Board with an incentive to continue as
directors of the Company.
II. Administration
The Directors Plan shall be administered by the Board. Grants of stock
options ("Options") under the Directors Plan shall be automatic as described in
Section VII. However, the Board shall have all powers vested in it by the terms
of the Directors Plan, including, without limitation, the authority (within the
limitations described herein) to prescribe the form of the agreement embodying
awards of stock options under the Directors Plan, to construe the Directors
Plan, to determine all questions arising under the Directors Plan, and to adopt
and amend rules and regulations for the administration of the Directors Plan as
it may deem desirable. Any decision of the Board in the administration of the
Directors Plan, as described herein, shall be final and conclusive. The Board
may act only by a majority of its members in office, except that members thereof
may authorize any one or more of their number or any officer of the Company to
execute and deliver documents on behalf of the Board. No member of the Board
shall be liable for anything done or omitted to be done by him or any other
member of the Board in connection with the Directors Plan, except for his own
willful misconduct or as expressly provided by statute.
III. Participation in the Directors Plan
The terms "parent corporation" and "subsidiary corporation," as used in this
Plan, shall have the meanings given them in Section 424(e) and (f) of the
Internal Revenue Code of 1990, as amended (the "Internal Revenue Code"), and the
term "subsidiary corporation" shall also mean an unconsolidated subsidiary,
whether or not 50%-owned.
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IV. Stock Subject to the Directors Plan
The maximum number of shares of the Company's Common Stock ("Shares") that
may be issued upon exercise of Options granted pursuant to the Directors Plan
shall be 30,000 subject to adjustment as provided in Section XII. Shares that
have not been issued under the Directors Plan allocable to Options and portions
of Options that expire or terminate unexercised may again be subject to a new
Option.
PART 2. OPTIONS
V. Non-Statutory Stock Options
All Options granted under the Directors Plan shall be non-statutory in
nature and shall not be entitled to special tax treatment under Section 422 of
the Internal Revenue Code.
VI. Option Exercise Price
The Option exercise price shall be the fair market value of the Shares
subject to such Option on the date the Option is granted, which shall be the
average of the highest and lowest reported sale prices per share of the Shares
on the NASDAQ National Issues Transaction Tape (or if there have been no
transactions, the average of the bid and asked prices) on the date of grant.
VII. Terms, Conditions and Form of Options
Each Option shall be evidenced by a written agreement in such form as the
Board shall from time to time approve, which agreement shall comply with and be
subject to the following terms and conditions:
A. Option Grant Date. Each director of the Company who is eligible to be
granted an Option hereunder on the effective date of the Directors Plan
(as provided in Section XIII) shall automatically receive an Option to
purchase 1,000 Shares. Each director newly elected by the Company's
shareholders after the effective date who is eligible to be granted Options
hereunder on the anniversary date of the Option grant shall automatically
receive an Option to purchase 1,000 Shares on the date of such Directors
Plan anniversary. Each director shall annually thereafter on the
anniversary date of his first Option grant automatically receive an Option
to purchase 1,000 shares. If at any time under the Directors Plan there are
not sufficient shares available to fully permit the automatic Option grants
described in this paragraph, the Option grants shall be reduced pro rata (to
zero if necessary) so as not to exceed the number of shares available.
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B. Options Not Transferable. An Option shall not be transferable by the
optionee otherwise than by will, or by the laws of descent and distribution,
and shall be exercised during the lifetime of the optionee only by him or
her. An Option transferred by will or by the laws of descent and
distribution may be exercised by the optionee's personal representative
within one year of the date of the optionee's death to the extent the
optionee could have exercised the Option on the date of his or her death.
No Option or interest therein may be transferred, assigned, pledged or
hypothecated by the optionee during his or her lifetime, whether by
operation of law or otherwise, or be made subject to execution, attachment
or similar process.
C. Exercise of Options. An Option shall be exercisable as to one-third of
the number of shares on the first anniversary of the Date of Grant, and as
to an additional one-third of the number of shares on each succeeding
anniversary until fully exercisable. No Option may be exercised:
1. before the Directors Plan is approved by shareholders of the
Company;
2. after the expiration of four (4) years from the date the Option is
granted; provided, however, that each Option shall be subject to
termination before its date of expiration as hereinafter provided;
3. except by written notice to the Company at its principal office,
stating the number of Shares the optionee has elected to purchase,
accompanied by payment in cash and/or by delivery to the Company of
Shares (valued at fair market value on the date of exercise) in the
amount of the full Option exercise price for the Shares being acquired
thereunder; and
4. only at such time as an optionee is a director of the Company, or
within three (3) months after the date the optionee ceases to be a
director of the Company, to the extent then exercisable.
VIII. Withholding
Upon the transfer of Shares as a result of the exercise of an option, the
Company shall have the right to retain or sell without notice sufficient Shares
(taken at the last reported sales price of such Shares on the NASDAQ National
Market Issues Transaction Tape on such date or dates as may be determined by the
Board, but not more than five business days prior to the date on which such
Shares would otherwise have been delivered) to cover the amount of any federal
or state income tax required by any government to be withheld or otherwise
deducted and paid with respect to such payment and the exercise of the Options,
remitting any balance to the optionee; provided, however, that the optionee
shall have the right to provide the Company with the funds to enable it to pay
such tax.
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IX. Modification, Extension and Renewal of Options
The Board shall have the power to modify, extend or renew outstanding
Options and to authorize the grant of new Options in substitution therefor,
provided that any such action may not have the effect of altering or impairing
any rights or obligations or any person under any Option previously granted
without the consent of the optionee.
PART 3. GENERAL PROVISIONS
X. Termination
The Directors Plan shall terminate upon the earlier of:
A. The adoption of a resolution of the Board terminating the Directors Plan;
or
B. August 31, 1999.
No termination of the Directors Plan shall without his or her consent
materially and adversely affect any of the rights or obligations of any person
under any Option previously granted under the Directors Plan.
XI. Limitation of Rights
A. No Right to Continue as a Director. Neither the Directors Plan nor the
granting of an Option nor any other action taken pursuant to the Directors
Plan, shall constitute or be evidence of any agreement or understanding,
express or implied, that the Company will retain any person as a director
for any period of time.
B. No Shareholder's Rights Under Options. An optionee shall have no rights
as a shareholder with respect to Shares covered by his or her Options until
the date of exercise of the Option, and, except as provided in Section XII,
no adjustment will be made for dividends or other rights for which the
record date is prior to the date of such exercise.
XII. Changes in Capital Structure
In the event of any merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other change in the corporate structure or
capitalization affecting the Shares, the number of Shares that may be issued
under the Directors Plan, and the number of Shares subject to or the Option
exercise price per Share under any outstanding Option, shall be adjusted
automatically so that the proportionate interest of the participant shall be
maintained as before the occurrence of such event. Such adjustment in
outstanding Options, with a corresponding adjustment in the Option price per
Share, shall be made without change in the total Option exercise price
applicable to the unexercised portion of the Option, and any such adjustment
shall be conclusive and binding for all purposes of the Directors Plan.
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XIII. Effective Date of the Directors Plan
The Directors Plan shall be effective on the date of adoption by the
shareholders of the Company.
XIV. Amendment of the Directors Plan
The Board may suspend or discontinue the Directors Plan or revise or amend
the Directors Plan in any respect; provided, however, that without approval of
the shareholders no revision or amendment shall increase the number of Shares
subject to the Directors Plan (except as provided in Section XII) or materially
increase the benefits accruing to participants under the Directors Plan.
XV. Notice
Any written notice to the Company required by any of the provisions of the
Directors Plan shall be addressed to the Treasurer of the Company and delivered
personally or mailed first class, postage prepaid to the Company at its
principal business address.
XVI. Miscellaneous Provisions
A. Securities Laws. No Shares shall be issued hereunder if counsel for the
Company advises that such issuance would constitute a violation of
applicable securities laws.
B. Ratification. By accepting any Option or other benefit under the
Directors Plan, each participant and each person claiming under or through
such person shall be conclusively deemed to have given his or her acceptance
and ratification of, and consent to, any action taken by the Company or the
Board.
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