<PAGE>
As filed with the Securities and Exchange Commission on May 15, 1998.
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Fastenal Company
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0948415
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2001 Theurer Boulevard
Winona, Minnesota 55987
(Address of Principal Executive Offices) (Zip Code)
Fastenal Company and Subsidiaries 401(k) Plan
(Full Title of the Plan)
Stephen M. Slaggie
Secretary
Fastenal Company
2001 Theurer Boulevard
Winona, Minnesota 55987
(Name and Address of Agent for Service)
(507)454-5374
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------- --------------- -------------------- -------------------- ----------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Share Price Fee
- -------------------------- --------------- -------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 600,000 shares $52.25(1) $31,350,000(1) $9,248.25(1)
Interests in the Plan(2) NA(2) NA(2) NA(2) NA(2)
- -------------------------- --------------- -------------------- -------------------- ----------------
</TABLE>
(1) Estimated pursuant to Rules 457(c) and 457(h)(1) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose
of calculating the registration fee, at the average of the high and low
sale prices of the Common Stock, par value $.01 per share (the "Common
Stock"), of the Registrant as reported in the Nasdaq National Market on
May 11, 1998.
(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein. In accordance with Rule 457(h)(2) under the Securities Act, no
separate fee is required with respect to plan interests.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:
1. The Annual Report on Form 10-K of the Registrant for the
fiscal year ended December 31, 1997 filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. The Quarterly Report on Form 10-Q of the Registrant for
the fiscal quarter ended March 31, 1998 filed pursuant to Section
13(a) of the Exchange Act.
3. The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated August 12, 1987
filed pursuant to Section 12 of the Exchange Act, and any amendment or
report filed for the purposes of updating such description.
All documents filed by the Registrant or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the filing of this Registration
Statement and 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 part hereof from the date of filing of such
documents.
<PAGE>
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 is subject to Minnesota Statutes Chapter 302A, the Minnesota
Business Corporation Act (the "Corporation Act"). Section 302A.521 of the
Corporation Act provides that, unless prohibited by its articles of
incorporation or bylaws, a corporation must indemnify an officer or director who
is made or threatened to be made a party to a proceeding by reason of such
person's present or former official capacity against judgments, penalties,
fines, settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the person
seeking indemnification, are (a) that such person has not been indemnified by
another organization or employee benefit plan for the same judgments, penalties,
fines, settlements and expenses; (b) that such person must have acted in good
faith; (c) that no improper personal benefit was obtained by such person and
such person satisfied certain statutory conflicts of interest provisions, if
applicable; (d) that, in the case of a criminal proceeding, such person had no
reasonable cause to believe that the conduct was unlawful; and (e) that such
person must have acted in a manner he reasonably believed was in the best
interests of the corporation or, in the case of conduct while serving as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, not opposed to the best interests of the corporation.
Section 302A.521 of the Corporation Act also provides that, unless prohibited by
the corporation's articles of incorporation or bylaws, if a director or officer
is made or threatened to be made a party to a proceeding, such person is
entitled to payment or reimbursement by the corporation of reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in advance
of the final disposition of the proceeding (a) upon receipt by the corporation
of a written affirmation by such person of a good faith belief that the criteria
for indemnification have been satisfied and a written undertaking by such person
to repay all amounts so paid or reimbursed if it is ultimately determined that
the criteria for indemnification have not been satisfied; and (b) after a
determination that the facts then known would not preclude indemnification. The
determination as to eligibility for indemnification and advancement of expenses
is required to be made by the members of the corporation's board of directors or
a committee of the board who are at the time not parties to the proceeding under
consideration, by special legal counsel, by the shareholders who are not parties
to the proceeding or by a court.
Article VI, Section 1 of the Registrant's Restated Bylaws requires the
Registrant to provide indemnification and advancement of expenses, including
witness reimbursements, to any director or officer of the Registrant made or
threatened to be made a party to a proceeding, or
-2-
<PAGE>
appearing as a witness in a proceeding, by reason of the former or present
official capacity of the person, in such manner, under such circumstances, and
to such extent, as is required or permitted by Section 302A.521 of the
Corporation Act or by other provisions of law.
Article VIII of the Registrant's Restated Articles of Incorporation eliminates
the personal liability of the directors of the Registrant to the Registrant and
its shareholders for monetary damages for breach of fiduciary duty, other than
liability of a director (a) for breach of the director's duty of loyalty to the
Registrant or its shareholders; (b) for acts or omissions not in good faith that
involve intentional misconduct or a knowing violation of law; (c) under Section
302.559 (liability for illegal distributions to shareholders) or 80A.23
(liability for violations of the anti-fraud or registration provisions of state
securities laws) of the Minnesota Statutes; (d) for any transaction from which
the director derived an improper personal benefit; or (e) for any act or
omission occurring prior to the effective date of Article VIII (June 3, 1987).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4.1 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1993)
4.2 Restated Bylaws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's
Registration Statement No. 33-14923)
23 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (filed herewith as part of the signature page)
The Registrant hereby undertakes that it will submit the Plan and all amendments
thereto to the Internal Revenue Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the Plan.
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:
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<PAGE>
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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; and
(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) shall not apply if
the information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of the Plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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
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 Securities 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
-4-
<PAGE>
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Winona, State of Minnesota, on this 15th day of May, 1998.
FASTENAL COMPANY
By ROBERT A. KIERLIN
----------------------------
Robert A. Kierlin, President
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Robert A. Kierlin and
Stephen M. Slaggie, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, each with the power to act alone, to
sign and execute on behalf of the undersigned any amendment or amendments to
this Registration Statement (including post-effective amendments), and to
perform any acts necessary to be done in order to file any such amendment, and
each of the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents, or their or his substitutes, shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities indicated on the
dates indicated.
May 15, 1998 By ROBERT A. KIERLIN
-----------------------------------
Robert A. Kierlin, President
(Principal Executive Officer) and
Director
May 15, 1998 By DANIEL L. FLORNESS
-----------------------------------
Daniel L. Florness, Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
May 15, 1998 By STEPHEN M. SLAGGIE
-----------------------------------
Stephen M. Slaggie, Director
-6-
<PAGE>
May 15, 1998 By MICHAEL M. GOSTOMSKI
-----------------------------------
Michael M. Gostomski, Director
May __, 1998 By
-----------------------------------
Henry K. McConnon, Director
May 15, 1998 By JOHN D. REMICK
-----------------------------------
John D. Remick, Director
Pursuant to the requirements of the Securities Act, the plan
administrator of the Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Winona, State of Minnesota, on this 15th day of May, 1998.
FASTENAL COMPANY AND
SUBSIDIARIES 401(k) PLAN
By FASTENAL COMPANY,
Plan Administrator
By ROBERT A. KIERLIN
-----------------------------------
Robert A. Kierlin, President
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBIT INDEX
REGISTRATION STATEMENT ON FORM S-8
FASTENAL COMPANY
Exhibit No. Description
4.1 Restated Articles of Incorporation of the
Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter
ended September 30, 1993).
4.2 Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's
Registration Statement No. 33-14923).
23 Consent of KPMG Peat Marwick LLP...............Electronically Filed
24 Power of Attorney (filed herewith as part of
the signature page).
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Fastenal Company:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 10, 1998
