<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1997
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ROCK OF AGES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3281 030153200
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
772 GRANITEVILLE ROAD
GRANITEVILLE, VERMONT 05654
(802) 476-3121
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
KURT M. SWENSON
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS
ROCK OF AGES CORPORATION
772 GRANITEVILLE ROAD
GRANITEVILLE, VERMONT 05654
(802) 476-3121
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies of Communications to:
<TABLE>
<S> <C>
KENT A. COIT, ESQ. JORGE L. FREELAND, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & QUENTEL,
ONE BEACON STREET P.A.
BOSTON, MASSACHUSETTS 02108 1221 BRICKELL AVENUE
(617) 573-4800 MIAMI, FLORIDA 33131
(617) 573-4822 (FAX) (305) 579-0500
(305) 579-0717 (FAX)
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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, check the following box. [ ]
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. [X] 333-33685
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 MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE
- - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$.01 per share.................. 373,750 $18.50 $6,914,375 $2,096
================================================================================================================
</TABLE>
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
This registration statement is being filed with respect to the registration
of additional shares of Class A Common Stock, par value $.01 per share, of Rock
of Ages Corporation, a Delaware corporation, for an offering pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the earlier
effective registration statement (File No. 333-33685) are incorporated in this
registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Graniteville, Vermont on October 21, 1997.
ROCK OF AGES CORPORATION
By: /s/ KURT M. SWENSON
------------------------------------
Name: Kurt M. Swenson
Title: President, Chief Executive
Officer and
Chairman of the Board of
Directors
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kurt M. Swenson and Richard C. Kimball
and each of them, as such person's true and lawful attorney-in-fact and agent
with full power of substitution and revocation for such person and in such
person's name, place and stead, in any and all capacities, to execute any and
all 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 and necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes, 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 by the following persons in the
capacities indicated on October 21, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- - ---------------------------------------- ---------------------------------------------------
<C> <S>
/s/ KURT M. SWENSON President, Chief Executive Officer and Chairman of
- - ---------------------------------------- the Board of Directors (Principal Executive
KURT M. SWENSON Officer)
/s/ GEORGE R. ANDERSON Senior Vice President, Chief Financial Officer,
- - ---------------------------------------- Treasurer and Director (Principal Financial
GEORGE R. ANDERSON Officer)
/s/ RICHARD C. KIMBALL Vice Chairman and President, Memorials Division,
- - ---------------------------------------- and Director
RICHARD C. KIMBALL
/s/ JON M. GREGORY President, Quarry Division and Director
- - ----------------------------------------
JON M. GREGORY
Senior Vice President, Barre and Canada
- - ---------------------------------------- Manufacturing Operations and Director
MARK A. GHERARDI
/s/ G. THOMAS OGLESBY, JR. President, Keystone Memorials, Inc. and Director
- - ----------------------------------------
G. THOMAS OGLESBY, JR.
/s/ PETER A. FRIBERG Senior Vice President, Memorial Sales and Director
- - ----------------------------------------
PETER A. FRIBERG
/s/ CHARLES M. WAITE Director
- - ----------------------------------------
CHARLES M. WAITE
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - -------- -----------
<C> <S>
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of KPMG Peat Marwick LLP
23.5 Consent of Greene and Company, L.L.P.
23.6 Consent of Greene and Company, L.L.P.
23.7 Consent of Greene and Company, L.L.P.
23.8 Consent of Greene and Company, L.L.P.
23.9 Written consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in the
opinion filed as Exhibit 5.1)
24. Power of Attorney (set forth on the signature page of this Registration Statement)
</TABLE>
<PAGE> 1
Exhibit 5
October 21, 1997
ROCK OF AGES CORPORATION
772 Graniteville Road
Graniteville, Vermont 05654
Re: Rock of Ages Corporation
Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Rock of Ages Corporation, a Delaware
corporation (the "Company"), in connection with the offering by the Company of
an aggregate of up to 373,750 shares (including 48,750 shares subject to an
over-allotment option) (the "Shares") of the Company's Class A Common Stock, par
value $.01 per share (the "Common Stock").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-1 relating to the Shares, being filed by the Company on the
date hereof with the Securities and Exchange Commission (the "Commission") under
the Securities Act (the "Registration Statement"); (ii) the Underwriting
Agreement dated as of October 20, 1997 (the "Underwriting Agreement") among the
Company, as issuer, certain selling stockholders and Raymond, James &
Associates, Inc., for itself and as representative of the several Underwriters
(the "Underwriters"); (iii) the form of a specimen certificate representing the
Shares; (iv) the Amended and Restated Certificate of Incorporation of the
Company, as presently in effect; (v) the By-Laws of the Company, as presently in
effect; and (vi) certain resolutions adopted by the Board of Directors of the
Company and certain resolutions adopted by the Offering Committee appointed by
the Board of Directors of the Company, in each case relating to the issuance and
sale of the Shares and certain related matters. We have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
<PAGE> 2
ROCK OF AGES CORPORATION
October 21, 1997
Page 2
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
and other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate and other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof on such parties. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon oral or written statements and representations of officers and
other representatives of the Company and others.
The opinions expressed herein are limited to the laws of the State of
Delaware and to the federal laws of the United States of America to the extent
specifically referred to herein.
Based upon and subject to the foregoing, we are of the opinion that when
(i) the Registration Statement becomes effective, and (ii) certificates
representing the Shares in the form of the specimen certificate examined by us
have been duly executed by an authorized officer of the transfer agent and
registrar for the Common Stock and registered by such transfer agent and
registrar, and delivered to and paid for by the Underwriters, as contemplated by
the Underwriting Agreement, the Shares will have been duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
such consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.
<PAGE> 3
ROCK OF AGES CORPORATION
October 21, 1997
Page 3
This opinion is furnished by us, as your special counsel, in connection
with the filing of the Registration Statement and, except as provided in the
immediately preceding paragraph, is not to be used, circulated, quoted or
otherwise referred to for any other purpose or relied upon by any other person
without our prior written permission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
<PAGE> 1
Exhibit 23.1
The Board of Directors,
Rock of Ages Corporation:
The audits referred to in our report dated March 24, 1997, except as to Note 13
which is as of August 12, 1997, included the related financial statement
schedules as of December 31, 1996, and for each of the years in the three-year
period ended December 31, 1996, included in the registration statement (or
incorporated by reference in the registration statement). These financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statement schedules
based on our audits. In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.
We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the registration statement.
/s/ KPMG Peat Marwick LLP
------------------------------
KPMG Peat Marwick LLP
Burlington, VT
October 20, 1997
<PAGE> 1
Exhibit 23.2
The Board of Directors,
Keystone Memorials, Inc.:
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the registration statement.
/s/ KPMG Peat Marwick LLP
------------------------------
KPMG Peat Marwick LLP
Atlanta, GA
October 20, 1997
<PAGE> 1
Exhibit 23.3
The Board of Directors,
Childs & Childs Granite Company, Inc.
and C&C Granite Company, Inc.:
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the registration statement.
/s/ KPMG Peat Marwick LLP
------------------------------
KPMG Peat Marwick LLP
Atlanta, GA
October 20, 1997
<PAGE> 1
Exhibit 23.4
The Boards of Directors
Keith Monument Companies:
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
------------------------------
KPMG Peat Marwick LLP
Louisville, KY
October 20, 1997
<PAGE> 1
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Southern Mausoleums, Inc.
We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the registration statement.
/s/ Greene and Company, L.L.P.
-------------------------------------
Greene and Company, L.L.P.
Anderson, South Carolina
October 20, 1997
<PAGE> 1
Exhibit 23.6
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Autumn Rose Quarry, Inc.
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the registration statement.
/s/ Greene and Company, L.L.P.
-------------------------------------
Greene and Company, L.L.P.
Anderson, South Carolina
October 20, 1997
<PAGE> 1
Exhibit 23.7
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Caprice Blue Quarry, Inc.
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the registration statement.
/s/ Greene and Company, L.L.P.
-------------------------------------
Greene and Company, L.L.P.
Anderson, South Carolina
October 20, 1997
<PAGE> 1
================================================================================
Exhibit 23.8
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Pennsylvania Granite Corporation
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the registration statement.
/s/ Greene and Company, L.L.P.
-------------------------------------
Greene and Company, L.L.P.
Anderson, South Carolina
October 20, 1997
