AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1997
REGISTRATION NO. 333-_____
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RAVEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
SOUTH DAKOTA 46-0246171
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
205 EAST 6TH STREET
P.O. BOX 5107
SIOUX FALLS, SD 57117-5107
(605) 336-2750
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DAVID A. CHRISTENSEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RAVEN INDUSTRIES, INC.
205 EAST 6TH STREET
P.O. BOX 5107
SIOUX FALLS, SD 57117-5107
(605) 336-2750
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH COPIES TO:
William M. Mower, Esq.
Maslon Edelman Borman & Brand, PLLP
3300 Norwest Center
Minneapolis, Minnesota 55402-4140
(612) 672-8200
APPROXIMATE DATE OF THE COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE OFFERING AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE (1)(2) PRICE (1)(2) REGISTRATION FEE
--------------------------- ---------- ------------ ------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 93,701 Shares $22.50 $2,108,272.50 $638.87
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(c) and Rule 457(o) under the Securities
Act of 1933 based upon the average of the high and low trading prices
on April 29, 1997, as reported on the Nasdaq National Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION; DATED MAY 1, 1997
PROSPECTUS
Raven Industries, Inc.
93,701 SHARES OF COMMON STOCK
This Prospectus relates to 93,701 shares of Common Stock of Raven
Industries, Inc. (the "Company") being sold by certain shareholders (the
"Selling Shareholders") of the Company. The Company will receive no proceeds
from the sale of the Common Stock.
The Common Stock is listed on the Nasdaq National Market under the
symbol "RAVN." On April 29, 1997, the last sale price for the Common Stock as
reported on the Nasdaq National Market was $22.50.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DESCRIPTION OF CERTAIN
FACTORS WHICH SHOULD BE CONSIDERED BY INVESTORS BEFORE PURCHASING THE SECURITIES
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
The date of this Prospectus is May , 1997.
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO,
APPEARING ELSEWHERE OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THIS
PROSPECTUS CONTAINS AND INCORPORATES BY REFERENCE FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT MIGHT CAUSE SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DISCUSSED UNDER THE HEADING "RISK FACTORS," WHICH PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER.
THE COMPANY
Raven Industries, Inc. ("Raven" or the "Company") began operations as a
manufacturer of high-altitude research balloons. It has diversified over the
years to supply specialized products for a number of markets, including
industrial, recreation, agriculture, automotive and defense. The Company has
three business segments: Electronics, Plastics and Sewn Products. Its
headquarters are located in Sioux Falls, South Dakota, and it employs
approximately 1,400 persons in eight states.
BUSINESS SEGMENTS
Electronics - Historically, this segment has provided a variety of
assemblies and controls to the U.S. Department of Defense and other defense
contractors. The Company is expanding this segment's capabilities in contract
electronics assembly for commercial customers to offset a decline in defense
contracts. Assemblies manufactured by the Electronics segment include
communication, computer and other products where high quality is critical. Flow
control devices, used primarily for precision farming applications, are designed
and produced within this business segment. These devices are also used for
roadside and turf spraying. Management believes that acquisition of new
technologies for height and depth control will expand the Company's capabilities
to support precision farming in future years. The segment also builds and
installs automated control systems for use in feedmills.
Defense and other contract electronics assembly sales are made in
response to competitive bid requests by defense agencies or other contractors.
The level and nature of competition vary with the type of product, but the
Company frequently competes with a number of assembly manufacturers on any given
bid request. Home office personnel sell flow control devices directly to
original equipment manufacturers (OEMs) and distributors. Company sales
representatives sell automated systems directly to feedmills and bakeries.
Considerable competition exists for feedmill business.
Plastics - Products in this segment include heavy-duty sheeting for
industrial and agricultural applications; fiberglass, polyethylene and
dual-laminate tanks for industrial and agricultural use; high-altitude balloons
for public and commercial research; and pick-up truck toppers sold in the small
truck after-market. The Company's capability to produce dual-laminate tankage
resulted from the acquisition of Norcore Plastics Inc., a Washington corporation
("Norcore") in January 1997.
The Company sells plastic sheeting to distributors in each of the
various markets it serves. The Company extrudes a significant portion of the
film converted for its commercial products and believes it is one of the largest
sheeting converters in the United States. A number of suppliers of sheeting
compete with Raven on both price and product availability.
Home office personnel and manufacturer's representatives sell storage
tanks to OEMs and through distributors. Competition comes not only from many
other plastic tank manufacturers, but also from manufacturers using other
materials (aluminum and steel). The Company makes a number of custom fiberglass
and dual-laminate products, but polyethylene tanks tend to be commodity products
and subject to intense price competition.
The Company sells research balloons directly to public agencies
(usually funded by NASA) or commercial users. Demand is small but stable. Raven
is the largest balloon supplier for high-altitude research in the United States.
Pickup-truck toppers are sold throughout the United States, using a
dealer network. The overall market for toppers, which declined in the late 1980s
and early 1990s as alternatives to pickups with toppers, primarily minivans and
sport-utility vehicles, increased in popularity, has recovered due to strong
sales of pickup trucks. The number of topper manufacturers has fallen but is
still substantial.
Sewn Products - This segment produces and sells outerwear for a variety
of recreational activities, including skiing, hunting and fishing. The segment
also manufactures sport balloons principally for recreational use. Another major
product is large inflatable devices, which enjoy a number of uses, such as
parade floats and advertising media.
Recreational outerwear is sold both to retailers through an independent
sales representative network and by home office personnel to catalog retailers.
There are many outerwear manufacturers in the United States and abroad and
considerable competition exists. The Company competes successfully in the
medium-to-higher priced range of the market where specialty fabrics such as
Gore-Tex(R) are involved, emphasizing quality, service and manufacturing
expertise.
The segment sells balloons through a dealer network. Raven is the
originator of modern hot-air ballooning and continues to be a leader in design
and technical expertise. The Company believes it has approximately 40 percent of
the United States hot-air balloon market, although others are able to compete
with lower-cost products. Inflatables are sold directly to corporate customers
and are subject to varying levels of competition. Generally, the more customized
the product, the greater the Company's market share.
The Company was incorporated as a South Dakota corporation in February
1956. The address and telephone number of its principal executive offices are
205 East 6th Street, Sioux Falls, SD 57117-5107, (605) 336-2750.
THE OFFERING
Common Stock Offered by Selling Shareholders......... 93,701 shares
Common Stock to be Outstanding after the Offering.... 4,837,550 shares (1)
Use of Proceeds...................................... The Company will not
receive any of the
proceeds from the sale of
the Common Stock by the
Selling Shareholders.
Nasdaq National Market Symbol........................ RAVN
- -------------
(1) Does not include 285,100 shares issuable upon exercise of stock options
outstanding on April 29, 1997.
RISK FACTORS
Each prospective investor should carefully consider the following
factors, among others, prior to purchasing the Shares offered hereby.
SHARES ELIGIBLE FOR FUTURE SALE
The sale, or availability for sale, of substantial amounts of Common
Stock in the public market subsequent to this offering of Common Stock may
adversely affect the prevailing market price of Common Stock and may impair the
Company's ability to raise additional capital by the sale of its equity
securities. The Company had 4,837,550 shares of Common Stock outstanding on
April 29, 1997, of which 521,833 shares were held by executive officers and
directors of the Company. In addition, as of April 29, 1997, the Company had
285,100 shares of Common Stock subject to outstanding options granted under its
stock option plans.
COMPETITION
The Company faces intense competition with a number of its products.
The Company has been able to compete successfully by means of customization and
product differentiation in the areas of quality, service and manufacturing
expertise in marketing some of its products, such as recreational outerwear,
hot-air balloons and electronics assemblies. In other markets, however, such as
for plastic sheeting, flow control devices, pickup-truck toppers and storage
tanks, the Company is subject to intense price and product availability
competition.
DEPENDENCE ON KEY PERSONNEL
The Company has been and is presently dependent upon the continued
efforts of senior management. The loss of the services of any of the members of
senior management could have a substantial adverse effect on the Company's
ability to achieve its objectives.
WEATHER CONDITIONS
The Company's success in certain of its primary markets, such as the
agricultural market or the market for outerwear, could be adversely affected by
weather conditions.
GENERAL ECONOMIC CONDITIONS
Demand for the Company's products could be adversely affected by a
downturn in the economy.
CUSTOMER CONCENTRATION
In fiscal 1997, no single customer accounted for greater than ten
percent of the Company's sales. However, the top five customers in the Sewn
Products segment accounted for more than two-thirds of the sales in that
segment. The loss of one or more of these customers could materially adversely
affect the Company's profitability.
SEASONALITY
Some seasonality in demand exists for the Company's outerwear products,
many of which are manufactured in spring/summer for summer/fall delivery. Sales
to the agricultural market, including flow controls and plastic tanks, also
experience some seasonality, with production occurring in the fall for
winter/spring delivery. The resulting fluctuations in inventory and accounts
receivable balances have required, and may in the future require, seasonal
short-term financing.
SOUTH DAKOTA ANTI-TAKEOVER LAW; POTENTIAL ANTI-TAKEOVER EFFECT
The Company is subject to South Dakota statutes regulating business
combinations and restricting voting rights of certain persons acquiring shares
of the Company, which may hinder or delay a change in control of the Company. In
the event that any person makes a "control share acquisition" which results in
such person acquiring more than certain designated percentages of the Company's
shares, such person shall have voting rights as to such securities only if
approved by both (i) holders of a majority of the voting power of all
outstanding shares entitled to vote, including all shares held by the acquiring
person; and (ii) holders of a majority of the voting power of all outstanding
shares entitled to vote, excluding the shares held by the acquiring person. In
addition, the Company may elect to redeem at fair market value the shares
acquired in the control share acquisition if (i) the acquiring person does not
timely deliver an information statement to the Company setting forth specified
information or (ii) an information statement has been delivered but the
shareholders have voted not to grant voting rights to such shares. Such
restrictions may discourage acquisitions of blocks of the Company's shares and
may have an anti-takeover effect.
SHARE PURCHASE RIGHTS PLAN
The Company has a Share Purchase Rights Plan designed to protect the
interests of its shareholders by preventing a potential acquiror from gaining
control of the Company without offering a fair price to all shareholders. Under
the Plan, each shareholder has one Right for each share of the Company's Common
Stock owned. Each Right entitles the shareholder to purchase from the Company
one share of the Company's Common Stock for a specified price. The Rights are
not exercisable or transferable apart from the Common Stock until ten days after
a person or group has acquired 20 percent or more, or makes a tender offer for
30 percent or more, of the Company's outstanding Common Stock. The Rights expire
in March 1999 and are redeemable by the Company at $0.01 per Right prior to the
date upon which they become exercisable, and in certain limited circumstances
following such date. The Plan may discourage acquisitions of blocks of the
Company's shares and may have an anti-takeover effect.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The following table sets forth the number of shares of the Common Stock
owned by the Selling Shareholders as of the date hereof and after giving effect
to this offering. The Company will not receive any proceeds from the sale of the
Common Stock by the Selling Shareholders.
<TABLE>
<CAPTION>
Amount of
Beneficial Shares Offered Beneficial
Ownership Prior by Selling Ownership After
Name to the Offering Shareholders the Offering
- ------------------------------- ----------------- -------------- -------------
<S> <C> <C> <C>
Gary A. and Linda D. Glein 1.9% 93,701 0.0%
</TABLE>
Gary A. Glein was the President, Chief Executive Officer and a director
of Norcore Plastics Inc. Following consummation of the transactions described
under "Plan of Distribution" below, he is the general manager of the operations
formerly conducted as Norcore Plastics Inc., which operations are now part of
the Company's Plastics business segment.
PLAN OF DISTRIBUTION
The Shares were originally issued on January 8, 1997 in connection with
the consummation of an Agreement and Plan of Merger dated January 7, 1997 (the
"Agreement") among Norcore, the Selling Shareholders (formerly the sole
shareholders of Norcore) and Norcore Acquisition Corp., a Washington corporation
and wholly-owned subsidiary of the Company. Pursuant to the Agreement, Norcore
merged with and into Norcore Acquisition Corp., and the 272 outstanding shares
of common stock, $100.00 par value per share, of Norcore held by the Selling
Shareholders were converted into the 93,701 shares of Common Stock being
registered herewith, plus $1,000,000 cash. As a result of that merger, the name
of Norcore Acquisition Corp. was changed to Norcore Plastics Inc. On January 27,
1997, Norcore Plastics Inc. was merged with and into Raven Industries, Inc.
This Registration Statement is being filed by, and at the expense of,
the Company pursuant to obligations contained in the Agreement and Plan of
Merger. The Company agreed to file a registration statement under the Securities
Act of 1933, as amended (the "Securities Act") covering the Shares within 30
days after January 8, 1997 and agreed to use its best efforts to cause such
registration statement to be declared effective as soon as possible thereafter,
and to use its best efforts to keep such registration statement effective until
the Shares may be sold pursuant to Rule 144 under the Securities Act. The
Company agreed to bear all expenses of such registration, including registration
and filing fees, exchange or Nasdaq listing fees, fees of complying with federal
and state securities laws, attorneys' and accountants' fees, and printing
expenses.
The Selling Shareholders agreed in the Agreement and Plan of Merger to
sell no more than (i) one-third of the shares on or before January 8, 1998, or
(ii) two-thirds of the Shares on or before January 8, 1999. The Selling
Shareholders are subject to no limitations on sale of the Shares after January
8, 1999.
Subject to the preceding paragraph, the Shares may be sold from time to
time by the Selling Shareholders, or by pledgees, donees, transferees or other
successors in interest. Such sales may be made in the over-the-counter market,
or otherwise, at prices and at terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions. The Shares may be sold
by one or more of the following: (i) a block trade in which the broker or dealer
so engaged will attempt to sell the Shares as agent but may position and resell
a portion of the block as principal to facilitate the transaction; (ii)
purchases by a broker of dealer as principal and resale by such broker or dealer
for its account pursuant to this prospectus; (iii) an exchange distribution in
accordance with the rules of such exchange; and (iv) ordinary brokerage
transactions and transactions in which the broker solicits purchases. In
effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Shareholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus.
DESCRIPTION OF SECURITIES
The Company's authorized capital stock consists of 100,000,000 shares
of Common Stock, $1.00 par value per share. As of April 29, 1997, there were
4,837,550 shares outstanding.
Holders of shares of Common Stock are entitled to one vote for each
share held of record on all matters on which shareholders are entitled or
permitted to vote. Significant corporate transactions, such as amendments to the
articles of incorporation, mergers, sales of assets and dissolution or
liquidation require approval by the affirmative vote of the majority of the
outstanding shares of Common Stock. Other matters to be voted upon by the
holders of Common Stock normally require the affirmative vote of a majority of
the shares present at the particular shareholders' meeting. The Company's
officers and directors as a group beneficially own approximately 10.8% of the
outstanding Common Stock of the Company, not including shares subject to options
held by such persons.
There is cumulative voting for the election of directors. Holders of
Common Stock are entitled to receive ratably such dividends as may lawfully be
declared by the Board of Directors out of funds legally available therefor and
to share pro rata in any other distribution to the holders of Common Stock,
including upon liquidation of the Company. Holders of Common Stock have no
preemptive or subscription rights. There are no conversion rights, redemption
rights, sinking fund provisions or fixed dividend rights with respect to the
Common Stock. All outstanding shares of Common Stock are fully paid and
nonassessable.
The Company has a Share Purchase Rights Plan designed to protect the
interests of its shareholders by preventing a potential acquiror from gaining
control of the Company without offering a fair price to all shareholders. See
"Risk Factors -- Share Purchase Rights Plan."
LEGAL MATTERS
Certain legal matters in connection with the validity of the securities
offered hereby will be passed upon for the Company by Maslon Edelman Borman &
Brand, a Professional Limited Liability Partnership, Minneapolis, Minnesota.
EXPERTS
The consolidated financial statements of Raven Industries, Inc. as of
January 31, 1997, 1996 and 1995, and for the years then ended incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given the authority
of that firm as experts in accounting and auditing.
AVAILABLE INFORMATION
This Prospectus is part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") which the Company has filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act relating to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement. Statements
made in this Prospectus as to the contents of any contract, agreement or other
document referred to herein are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy and information statements and other
information with the Commission. Such reports, proxy and information statements
and other information as well as the Registration Statement and Exhibits of
which this Prospectus is a part filed by the Company may be inspected and copied
at the public reference facilities of the Commission, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549, as well as at the following
Regional Offices: 7 World Trade Center, 13th Floor, New York, New York 10048 and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Commission by mail at prescribed rates.
Requests should be directed to the Commission's Public Reference Section, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. In
addition, the Commission maintains a Web site that contains reports, proxy and
information regarding registrants, such as the Company, that file electronically
with the Commission. The address of this Web site is: http://www.sec.gov.
Material filed by the Company can also be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street N.W.,
Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997, filed by the Company with the Commission, is incorporated in
this Prospectus by reference and made a part hereof.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this
Prospectus and prior to the termination of the offering described herein, shall
be deemed to be incorporated by reference in this Prospectus from the respective
dates those documents are filed. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been,
or may be, incorporated in this Prospectus by reference, other than exhibits to
such documents. Requests for such copies should be directed to Raven Industries,
Inc., 205 East Sixth Street, P.O. Box 5107, Sioux Falls, SD 57117-5107,
Attention: David A. Christensen, President and Chief Executive Officer.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 47-2-58.2 of the South Dakota Business Corporation Act
("SDBCA") permits the Company to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by that person in connection with
such action, suit or proceeding if that person acted in good faith and in a
manner that person reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful. In the
case of an action or suit by or in the right of the Company, no indemnification
may be made in respect of any claim, issue or matter as to which such person has
been adjudged to be liable for negligence or misconduct in the performance of
such duty to the Company unless and only to the extent that the court in which
such action or suit was brought determines that in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such expenses which the court deems proper.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED HEREBY TO ANY PERSON
IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS PAGE
PROSPECTUS SUMMARY.........................................2
RISK FACTORS...............................................5
USE OF PROCEEDS............................................6
SELLING SHAREHOLDERS.......................................6
PLAN OF DISTRIBUTION.......................................6
DESCRIPTION OF SECURITIES..................................8
LEGAL MATTERS..............................................9
EXPERTS....................................................9
AVAILABLE INFORMATION......................................9
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE.........................................10
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES..........................................10
- -------------------------------------------------------------------------------
RAVEN INDUSTRIES, INC.
93,701 SHARES
OF
COMMON STOCK
---------------------
PROSPECTUS
---------------------
MAY , 1997
- -------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution
of the securities registered hereby, other than underwriting discounts and fees,
are set forth in the following table:
SEC registration fee.................................... $ 639
Legal fees and expenses................................. 5,000
Printing and engraving expense.......................... 500
Transfer agent fees and expenses........................ 500
Accounting fees and expenses............................ 2,000
Miscellaneous........................................... 400
-------
Total................................................... $9,039
======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is governed by the South Dakota Business Corporation Act
("SDBCA"), Section 47-2-58.2, which provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by that person in connection with such action,
suit or proceeding if that person acted in good faith and in a manner that
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such conduct was unlawful. In the case of an action
or suit by or in the right of the corporation, no indemnification may be made in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable for negligence or misconduct in the performance of such duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought determines that in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which the court deems proper.
Section 47-2-58.7 of the SDBCA allows a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of the SDBCA.
Section 47-2-58.8 of the SDBCA provides that a corporation's articles
of incorporation may include a provision eliminating or limiting the personal
liability of directors for monetary damages for breach of fiduciary duty as a
director, if such provision does not eliminate or limit the liability of a
director for any breach of the director's duty of loyalty to the corporation or
its shareholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or for any transaction
from which the director derived an improper personal benefit. As permitted by
Section 47-2-58.8 of the SDBCA, Article Eighth of the Articles of Incorporation
of the Company provide that no director shall be personally liable to the
Company or any shareholder for monetary damages for breach of fiduciary duty as
a director, except that a director shall be liable to the extent provided by
applicable law for (i) breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) any
violation of Sections 47-5-15 to 47-5- 19, inclusive, of the SDBCA, (iv) any
transaction from which the director derived an improper personal benefit, or (v)
any act or omission occurring prior to the effectiveness of said Article Eighth.
ITEM 16. EXHIBITS.
EXHIBIT DESCRIPTION OF DOCUMENT
5 Opinion of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership.
23(1) Consent of Coopers & Lybrand L.L.P.
23(2) Consent of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership (included in Exhibit 5).
24 Power of Attorney (included on pages II-5 and II-6).
ITEM 17. UNDERTAKINGS.
(a) 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 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
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(b) 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; (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; and (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;
(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 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; and
(4) 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, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Sioux Falls,
State of South Dakota, on May 1, 1997.
RAVEN INDUSTRIES, INC.
Registrant
By: /S/ DAVID A. CHRISTENSEN
Name: David A. Christensen
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David A. Christensen and Arnold J. Thue,
each or either of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and 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 attorneys-in-fact and agents, and each of them, 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 or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her 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 below on the 1st day of May, 1997 by the
following persons in the capacities indicated:
SIGNATURE TITLE
/s/ David A. Christensen President and Director
David A. Christensen (principal executive officer)
/s/ Arnold J. Thue Vice President, Finance, Secretary and
Arnold J. Thue Treasurer (principal financial and
accounting officer)
Director
Conrad J. Hoigaard
Director
John C. Skoglund
Director
Mark E. Griffin
/s/ Kevin T. Kirby Director
Kevin T. Kirby
/s/ Anthony W. Bour Director
Anthony W. Bour
/s/ Thomas S. Everist Director
Thomas S. Everist
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT PAGE
------- ----------------------- ----
5 Opinion of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership.
23(1) Consent of Coopers & Lybrand L.L.P.
EXHIBIT 5
May 1, 1997
Raven Industries, Inc.
205 East Sixth Street
P.O. Box 5107
Sioux Falls, SD 57117-5107
Ladies and Gentlemen:
We have acted on behalf of Raven Industries, Inc., a South Dakota
corporation (the "Company") in connection with the preparation of a Registration
Statement on Form S-3 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission on May 1, 1997 relating to the
registration under the Securities Act of 1933, as amended, of 93,701 shares (the
"Shares") of the Company's Common Stock, $1.00 par value per share.
Upon examination of such corporate documents and records as we have
deemed necessary or advisable for the purposes hereof and including and in
reliance upon certain certificates by the Company, it is our opinion that:
a. The Company is a validly existing corporation in good standing under
the laws of the State of South Dakota.
b. The Shares have been duly authorized, and are validly issued, fully
paid and non- assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm under the heading "Legal
Matters" in the Registration Statement.
Very truly yours,
MASLON EDELMAN BORMAN & BRAND
A Professional Limited Liability Partnership
EXHIBIT 23(1)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Raven Industries, Inc. on Form S-3 (File No. ) of our reports dated
March 12, 1997 on our audits of the consolidated financial statements and
financial statement schedule of Raven Industries, Inc. We consent to the
reference to our Firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
May 1, 1997
