AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RAVEN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
SOUTH DAKOTA
(State or Other Jurisdiction of Incorporation)
46-0246171
(I.R.S. Employer Identification Number)
205 EAST 6TH STREET
SIOUX FALLS, SOUTH DAKOTA 57117
(Address of Principal Executive Offices) (Zip Code)
RAVEN INDUSTRIES, INC.
2000 STOCK OPTION AND COMPENSATION PLAN
(Full Title of Plan)
THOMAS IACARELLA
VICE PRESIDENT - FINANCE AND
CORPORATE SECRETARY
RAVEN INDUSTRIES, INC.
205 EAST 6TH STREET
P.O. BOX 5107
SIOUX FALLS, SOUTH DAKOTA 57117
(Name and Address of Agent for Service)
605-336-2750
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
WILLIAM M. MOWER, P.A.
MASLON EDELMAN BORMAN & BRAND, LLP
3300 NORWEST CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 672-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
TITLE OF PROPOSED MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1.00 250,000 $14.00 $3,500,000 $924.00
par value per share) Shares
</TABLE>
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and
low prices of the Common Stock on the Nasdaq National Market System on
July 7, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 2000.
(b) The Registrant's Quarterly Report on Form 10-Q for the period
ended April 30, 2000.
(c) Description of the Registrant's Common Stock, $1.00 par value per
share, included in the Registrant's Registration Statement on Form
S-8 (Registration No. 2-59527) under the caption "Description of
Common Stock."
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 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eighth of the Company's Articles of Incorporation reads as
follows:
LIMITATION OF LIABILITY OF DIRECTORS. No director of the corporation
shall be personally liable to the corporation or any shareholder for
monetary damages for breach of fiduciary duty as a director.
Notwithstanding the foregoing sentence, 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 South Dakota Codified Laws
Sections 47-5-15 to 47-5-19, inclusive, (iv) any transaction from which
the director derived an improper personal benefit, or (v) any act or
omission occurring prior to the date when this Article Eighth becomes
effective. Neither the amendment nor repeal of this paragraph, nor the
adoption of any provision of this Articles of Incorporation inconsistent
with this paragraph, shall apply to or have any effect upon the liability
of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment, repeal, or
adoption of any inconsistent provision.
Article XII of the Company's bylaws reads as follows:
ARTICLE XII - INDEMNIFICATION
Any person, his heirs, executors, or administrators, may be indemnified
or reimbursed by the Corporation for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or
criminal, to which he or they shall be made a party by reason of his
being or having been a Director or Officer of the Corporation or of any
firm, corporation, or organization which he served in any such capacity
at the request of the Board of Directors of the Corporation as duly
evidenced by resolution of such Board: Provided, however, that no
person shall be so indemnified or reimbursed in relation to any matter
in such action, suit or proceeding as to which he shall finally be
adjudged to have been guilty of or liable for negligence or willful
misconduct in the performance of his duties of the Corporation; and
provided further, that no person shall be so indemnified or reimbursed
in relation to any matter in such action, suit, or proceeding which has
been made the subject of a compromise settlement except with the
approval of a court of competent jurisdiction, or the holders of record
of a majority of the whole number of the Directors. The foregoing right
of indemnification or reimbursement shall not be exclusive of other
rights to which such person, his heirs, executors, or administrators
may be entitled as a matter of law.
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ITEM 8. EXHIBITS.
4.1. Articles of Incorporation of the Company (Incorporated by reference to
Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 31, 1989.)
4.2. Bylaws of the Company (Incorporated by reference to Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended January
31, 1989.)
5.1. Opinion of Maslon Edelman Borman & Brand, LLP
23.1. Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5).
23.2. Consent of PricewaterhouseCoopers LLP
ITEM 9. UNDERTAKINGS.
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 (the "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. 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;
(2) That, for the purpose of determining any liability under the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 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.
Insofar as indemnification for liabilities arising under the 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 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
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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, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and authorized 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 this 12th day of
July, 2000.
RAVEN INDUSTRIES, INC.
Registrant
By /s/ David A. Christensen
---------------------------
Its President and CEO
--------------------------
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ Conrad J. Hoigaard Chairman of the Board July 12, 2000
----------------------------- --------------
Conrad J. Hoigaard
/s/ David A. Christensen President and Chief Executive July 12, 2000
----------------------------- Officer and Director --------------
David A. Christensen (Principal Executive Officer)
/s/ Thomas Iacarella Financial Officer, Vice President- July 12, 2000
----------------------------- Finance, Secretary and Treasurer --------------
Thomas Iacarella (Principal Financial and
Accounting Officer)
/s/ Ronald M. Moquist Executive Vice President and July 12, 2000
----------------------------- Director --------------
Ronald M. Moquist
/s/ Anthony W. Bour Director July 12, 2000
----------------------------- --------------
Anthony W. Bour
/s/ Thomas S. Everist Director July 12, 2000
----------------------------- --------------
Thomas S. Everist
/s/ Mark E. Griffin Director July 12, 2000
----------------------------- --------------
Mark E. Griffin
/s/ Kevin T. Kirby Director July 12, 2000
----------------------------- --------------
Kevin T. Kirby
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EXHIBIT INDEX
Exhibit
No. Description of Exhibit Page No.
--------------------------------------------------------------------------------
5.1. Opinion of Maslon Edelman Borman & Brand, LLP
23.1. Consent of Maslon Edelman Borman & Brand, LLP (contained
in Exhibit 5.1)
23.2. Consent of PricewaterhouseCoopers LLP
5
