AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ATLANTIS PLASTICS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 06-1088270
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1870 THE EXCHANGE, SUITE 200
ATLANTA, GEORGIA 30339
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ATLANTIS PLASTICS, INC. 1997 STOCK OPTION PLAN
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(FULL TITLE OF THE PLAN)
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ANTHONY F. BOVA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1870 THE EXCHANGE, SUITE 200
ATLANTA, GEORGIA 30339
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(800) 497-7659
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
Brian Walsh, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0557
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK,
$.10 PAR VALUE........ 200,000 SHARES $5.50 $1,100,000 $333.33
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of the average of the high and low sale price of the
Common Stock on August 19, 1997.
Page 1 of 6 Pages
Exhibit Index at Page II-6
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are hereby incorporated
by reference in this Registration Statement:
The Registrant hereby incorporates by reference into this
Registration Statement the following documents or portions thereof as indicated:
(a) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996;
(b) the Registrant's quarterly reports on Form 10-Q for
the three months ended March 31, 1997 and for the six
months ended June 30, 1997;
(c) all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since
January 1, 1997; and
(d) the description of the Registrant's Common Stock
contained in the Registrant's Registration Statement
on Form 8-A, including any amendments to such
description in such Registration Statement.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided in such statute. The Registrant's Amended and Restated Articles of
Incorporation provide that the Registrant may indemnify its executive officers
and directors to the fullest extent permitted by law either now or hereafter.
The Registrant has also entered into an agreement with each of its directors and
certain of its officers wherein it has agreed to indemnify each of them to the
fullest extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of the
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (b)
deriving an improper personal benefit from a transaction; (c) voting for or
assenting to an unlawful distribution; and (d) willful misconduct or a conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") may be permitted to directors, officers
or controlling persons of Registrant, pursuant to the foregoing provisions or
II-2
<PAGE>
otherwise, Registrant has been advised that, in the opinion of the Securities
and Exchange Commission (the "Commission"), such indemnification is against
public policy as expressed in the 1933 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 Registrant in the successful defense of any
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, 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 1993 Act
and will be governed by the final adjudication of such issue.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See "Exhibit Index" on page II-6.
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 the registration
statement (or the most recent
post-effective amendment thereof)
which, individually or in the
aggregate, represent a fundamental
change in the information set forth
in the registration statement.
Notwithstanding the foregoing, any
increase or decrease in volume of
securities offered (if the total
dollar value of securities offered
would not exceed that which was
registered) and any deviation from
the low or high and of the
estimated maximum offering range
may be reflected in the form of
prospectus filed with the
Commission pursuant to Rule 424(b)
if, in the aggregate, the changes
in volume and price represent no
more than 20 percent change in the
maximum aggregate offering price
set forth in the "Calculation of
Registration Fee" table in the
effective registration statement;
(iii) To include any material information
with respect to the plan of
distribution not previously
disclosed in the registration
statement or any material change to
such information in the
registration statement;
<PAGE>
PROVIDED, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) shall not
apply if the registration statement
is on Form S-3, Form S-8 or Form
F-3, and the information required
to be included in a post-effective
amendment by those paragraphs is
contained in periodic reports filed
with or furnished to the Commission
by the registrant pursuant to
Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
that are incorporated by reference
in the registration statement.
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<PAGE>
(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
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 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.
(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.
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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 Atlanta, State of Georgia on July 31, 1997.
ATLANTIS PLASTICS, INC.
By:/s PAUL RUDOVSKY
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Paul Rudovsky
Executive Vice President,
Finance and Administration
(Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Earl W. Powell and Phillip T.
George, M.D. his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/EARL W. POWELL Chairman of the Board July 31, 1997
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Earl W. Powell
/s/PHILLIP T. GEORGE, M.D. Director and Vice Chairman July 31, 1997
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Phillip T. George, M.D.
/s/ANTHONY F. BOVA President, Chief Executive July 31, 1997
- ---------------------------------------- Officer and Director
Anthony F. Bova (principal executive officer)
/s/PAUL RUDOVSKY Executive Vice President, Finance July 31, 1997
- ---------------------------------------- and Administration
Paul Rudovsky (principal financial officer)
/s/CHARLES D. MURPHY, III. Director July 31, 1997
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Charles D. Murphy, III
/s/CHESTER B. VANATTA Director July 31, 1997
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Chester B. Vanatta
/s/LARRY D. HORNER Director July 31, 1997
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Larry D. Horner
/s/CESAR L. ALVAREZ Director July 31, 1997
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Cesar L. Alvarez
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A.
23.1 Consent of Independent Accountants, Coopers & Lybrand L.L.P.
EXHIBIT 5.1
GREENBERG
ATTORNEYS AT LAW
TRAURIG
[LETTERHEAD]
August 21, 1997
Atlantis Plastics, Inc.
1870 The Exchange
Suite 200
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as counsel to Atlantis Plastics, Inc., a Florida
corporation (the "Company"), and have reviewed the Company's Registration
Statement on Form S-8 covering 200,000 shares of the Company's authorized but
unissued common stock, $0.10 par value (the "Common Stock"), issuable pursuant
to stock options granted pursuant to the Company's Stock Option Plan, as amended
(the "Plan"). It is our opinion that shares of Common Stock issuable under the
Plan, when issued upon exercise of and in accordance with the terms of stock
options outstanding or to be granted under the Plan, will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
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Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.a.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the Incorporation by reference in this Registration Statement on
Form S-8, dated August 22, 1997, of our reports dated February 7, 1997, except
for Note 7, as to which the date is March 28, 1997, on our audits of the
consolidated financial statements and financial statement schedules of Atlantis
Plastics, Inc. Included in the 1996 Annual Report on Form 10-K.
COOPERS & LYBRAND, L.L.P.
Atlanta, Georgia
August 22, 1997
