AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1995.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LUND INTERNATIONAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
41-1568618
(I.R.S. Employer Identification No.)
911 LUND BOULEVARD, ANOKA, MN 55303
(Address of Principal Executive Offices) (Zip Code)
LUND INTERNATIONAL HOLDINGS, INC.
1994 INCENTIVE STOCK OPTION PLAN
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
WILLIAM J. MCMAHON, PRESIDENT, LUND INTERNATIONAL HOLDINGS, INC.,
911 LUND BLVD., ANOKA, MN 55303
(Name and Address of Agent for Service)
(612) 576-4200
Telephone Number, Including Area Code, of Agent for Service
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum
to be to be Offering Aggregate Amount of
Registered Registered(1) Price per Offering Registration
Share(2) Price(2) Fee(2)
Common Stock,
$.10 par value 438,000 $17.382658 $7,613,605 $2,625.40
(1) Pursuant to Rule 416, this Registration Statement also includes an
indeterminate number of additional shares as may be issuable as a
result of anti-dilution provisions described herein.
(2) For purposes of calculating the Registration Fee and based upon the
exercise price of outstanding options and the closing sale price of the
Registrant's common stock on November 3, 1995, as reported in the
consolidated reporting system, pursuant to Rule 457(h) and (c).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated herein by reference and all
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934 as amended, (the
"Exchange Act") prior to the filing of a post-effective amendment which
indicates that all shares of Common Stock offered pursuant to this Registration
Statement have been sold or which deregisters all shares of Common Stock 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 year ended June
30, 1995;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since June 30, 1995; and
(c) The description of the Registrant's Common Stock contained in its
Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of up-dating
such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware GCL") grants each corporation the power to indemnify officers and
directors under certain circumstances. Article V of the Company's Amended and
Restated Bylaws provides for indemnification to the fullest extent permitted by
Section 145.
As authorized by Section 102 of the Delaware GCL, the Company has included
in its Certificate of Incorporation a provision eliminating the liability of a
director to the Company or its stockholders for monetary damages for certain
breaches of a director's fiduciary duties to the Company. Liability may not be
and has not been limited for breaches of the duty of loyalty, intentional
misconduct, distributions made in contravention of Section 174 of the Delaware
GCL or for any transaction in which a director derives on improper personal
benefit.
The Company has a directors and officers liability insurance policy which,
under certain circumstances, insures its directors and officers against the cost
of defense, settlement or payments of judgment.
The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the person indemnified may be entitled
under any agreement, vote of stockholders or directors, or otherwise.
For information regarding the Company's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 9 hereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 19 to the Registrant's Form 10-Q for the
quarter ended December 31, 1987, Commission File No. 0-16319).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2
of the Registrant's Registration Statement on Form S-4,
Registration No. 33-16685).
5.1 Opinion of Leonard, Street and Deinard Professional Association
regarding the legality of the securities being registered.
23.1 Consent of Leonard, Street and Deinard Professional Association
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on signature page of this
Registration Statement).
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:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) Include any additional or changed material information on
the plan of distribution.
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 Exchange Act 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 post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby agrees 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 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 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.
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 Anoka, State of Minnesota on this 19th day of
October, 1995.
LUND INTERNATIONAL HOLDINGS, INC.
By /s/ William J. McMahon
William J. McMahon,
Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William J. McMahon his true and lawful
attorney-in-fact and agent, 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 post-effective 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, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or his 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 date indicated.
Signature Title Date
/s/ William J. McMahon Chief Executive Officer and October 19, 1995
William J. McMahon President (Principal
Executive Officer)
/s/ Jay M. Allsup Chief Financial Officer October 19, 1995
Jay M. Allsup (Principal Financial Officer)
/s/ Allan W. Lund Chairman of the Board, October 19, 1995
Allan W. Lund Treasurer and Director
/s/ James E. Haglund Director October 19, 1995
James E. Haglund
/s/ Charles R. Weaver Director October 19, 1995
Charles R. Weaver
/s/ Christopher A. Twomey Director October 19, 1995
Christopher A. Twomey
/s/ David E. Dovenberg Director October 19, 1995
David E. Dovenberg
EXHIBIT INDEX TO FORM S-8
Page Number or
Incorporation by
Exhibit Number Description Reference to
4.1 Certificate of Incorporation (incorporated by
reference to Exhibit 19
to the Registrant's
Form 10-Q for the
quarter ended December
31, 1987, Commission
File No. 0-16319)
4.2 Bylaws (incorporated by
reference to Exhibit
3.2 of the Registrant's
Registration Statement
on Form S-4,
Registration No.
33-16685)
5.1 Opinion of Leonard, Street and
Deinard Professional Association
regarding the legality of the
securities being registered.
23.1 Consent of Leonard, Street and (included in Exhibit
Deinard Professional Association 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included on signature
page)
EXHIBIT 5.1
November 6, 1995
(612) 335-1517
Lund International Holdings, Inc.
911 Lund Boulevard
Anoka, MN 55303
RE: LUND INTERNATIONAL HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel to Lund International Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the registration by the Company of an aggregate of 438,000 shares of
its Common Stock, par value $.10 per share (the "Shares"), for its 1994
Incentive Stock Option Plan and 1992 Non-Employee Director Stock Option Plan.
As such counsel, we have examined copies of the articles of incorporation
and bylaws of the Company, each as amended to date, minutes of various meetings
of the Board of Directors of the Company and the original or copies of all such
records of the Company and all such agreements, certificates of public
officials, certificates of officers and representatives of the Company and
others, and such other documents, papers, statutes, and authorities as we have
deemed necessary to form the basis of the opinion hereinafter expressed. In such
examinations, we have assumed the genuineness of signatures, the authenticity of
all documents submitted to us as originals and the conformity with originals of
all documents submitted to us as copies thereof. As to various questions of fact
material to such opinion, we have relied upon certificates of officers and
representatives of the Company and others.
Based upon the foregoing, and subject to the qualifications and limitations
set forth herein, we are of the opinion that (i) the Shares have been duly
authorized, and (ii) when issued, delivered and paid for in accordance with the
applicable plan referred to in the Registration Statement, the Shares will be
validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to your filing a copy of this opinion as an exhibit to
the Registration Statement and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose. Other
than the Company, no one is entitled to rely on this opinion.
Very truly yours,
LEONARD, STREET AND DEINARD
By
Mark S. Weitz
MSW/WCS/cjy
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Lund International Holdings, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the caption "Experts" in the Prospectus relating to
this Registration Statement on Form S-8.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
November 8, 1995
