As filed with the Securities and Exchange Commission on November 13, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
SILGAN HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1269834
(State of Incorporation) (I.R.S. Employer Identification No.)
4 Landmark Square
Stamford, Connecticut 06901
(Address of principal executive offices)
--------------------
Silgan Holdings Inc.
Fourth Amended and
Restated 1989 Stock
Option Plan
(Full title of plan)
--------------------
Frank W. Hogan, III
Vice President, General Counsel
and Secretary
Silgan Holdings Inc.
4 Landmark Square
Stamford, Connecticut 06901
(203) 975-7110
(Name and address of agent for service, including telephone number)
--------------------
Copy to:
Winthrop, Stimson, Putnam & Roberts
695 East Main Street
Stamford, Connecticut 06904-6760
(203) 348-2300
Attention: G. William Sisley, Esq.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered per share <F1> price <F1> fee <F1>
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 3,533,417 $36.75 $62,878,567 $19,055
$.01 per share
==============================================================================================
- -------------------------
<FN>
<F1> Of the 3,533,417 shares available under the Plan, as of the date
hereof, options with respect to an aggregate of 1,920,103 shares have
been issued, and options with respect to an aggregate of 1,613,314
shares remain available for the grant of future awards. The proposed
maximum aggregate offering price listed above has been determined
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
and represents the sum of (i) the aggregate exercise price of all
options granted to date under the Plan plus (ii) the product of the
remaining shares available under the Plan multiplied by a per share
price of $34.875, the average price of Silgan Holdings Inc. Common
Stock on the Nasdaq National Market on November 11, 1997.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS
Note: The documents containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. Such documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
Item 1. Plan Information.
See Note above.
Item 2. Registrant Information and Employee Plan Annual Information.
See Note above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have heretofore been filed by Silgan
Holdings Inc. (the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 000-22117).
2. The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1997 (File No. 000-22117).
3. The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1997 (File No. 000-22117).
4. The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1997 (File No. 000-22117).
-2-
<PAGE>
5. The Registrant's Current Reports on Form 8-K filed on
January 27, 1997 (File No. 33-28409), February 5, 1997 (File No.
33-28409), February 20, 1997 (File No. 000-22117), May 21, 1997 (File
No. 000-22117), June 9, 1997 (File No. 000- 22117) and August 7, 1997
(File No. 000-22117).
6. Description of the Registrant's capital stock incorporated
by reference into the Registrant's Registration Statement on Form 8-A
filed on February 7, 1997 pursuant to the 1934 Act (File No.
000-22117), including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment to this Registration Statement 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 made a part hereof from their respective
dates of filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); provided, however, that
any documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act in each year during which the offering made
by this Registration Statement is in effect and prior to the filing with the
Commission of the Registrant's Annual Report on Form 10-K covering such year
shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document 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 Registration Statement.
Item 4. Description of Securities.
The Common Stock being registered hereunder has been
registered pursuant to Section 12 of the 1934 Act and a description of the
Common Stock is incorporated by reference into the Registrant's registration
statement filed with the Commission under the 1934 Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law makes provision for
the indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors of the Registrant under certain circumstances
from liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. The Restated Certificate of Incorporation and Amended and
Restated By-laws of the Registrant provide for indemnification of officers and
directors against costs and expenses incurred in connection with any action or
suit to which such person is a party to the fullest extent permitted by the
Delaware General Corporation Law. The Registrant has purchased directors' and
officers' liability insurance covering certain liabilities which may be incurred
by the directors and officers of the Registrant in connection with the
performance of their duties. Certain of the Registrant's affiliates also
maintain insurance and provide indemnification substantially similar to the
foregoing.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
*4.1 - Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 filed with the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, Commission File No. 000-22117).
*4.2 - Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 3.2 filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996,
Commission File No. 000-22117).
5 - Opinion of Winthrop, Stimson, Putnam & Roberts.
23.1 - Consent of Ernst & Young LLP.
23.2 - Consent of Winthrop, Stimson, Putnam & Roberts (included in
Exhibit 5).
24 - Power of Attorney (contained on signature page hereof).
*99 - Silgan Holdings Inc. Fourth Amended and Restated 1989 Stock
Option Plan (incorporated by reference to Exhibit 10.21 filed
with the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, Commission File No. 000-22117).
- --------
* Incorporated by reference.
-4-
<PAGE>
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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. 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 end 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;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(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
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the 1934 Act that are incorporated by reference
in the Registration Statement.
(b) 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.
(c) 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.
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<PAGE>
(2) 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 1934
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the 1934 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 the time shall be deemed to be the initial bona fide offering
hereof.
(3) 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 Stamford, State of Connecticut, on the 13th day of
November, 1997.
SILGAN HOLDINGS INC.
By: /s/ R. Philip Silver
---------------------
R. Philip Silver
Chairman of the Board and
Co-Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints R. Philip Silver and D. Greg
Horrigan, and each or any of them, his true and lawful attorney-in-fact and to
act for him and in his name, place and stead, in any and all capacities, to sign
a Registration Statement on Form S-8 to be filed pursuant to the Securities Act
of 1933 in connection with the registration of shares of Common Stock, par value
$.01 per share, of Silgan Holdings Inc., and any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and 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 agent or any of them, or their
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 on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Chairman of the Board and
/s/ R. Philip Silver Co-Chief Executive Officer
- -------------------- (Principal Executive Officer) November 13, 1997
(R. Philip Silver)
/s/ D. Greg Horrigan President, Co-Chief Executive
- -------------------- Officer and Director November 13, 1997
(D. Greg Horrigan)
-7-
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Robert H. Niehaus Director November 13, 1997
- ---------------------
(Robert H. Niehaus)
/s/ Leigh J. Abramson Director November 13, 1997
- ---------------------
(Leigh J. Abramson)
/s/ Thomas M. Begel Director November 13, 1997
- -------------------
(Thomas M. Begel)
/s/ Jeffrey C. Crowe Director November 13, 1997
- --------------------
(Jeffrey C. Crowe)
Executive Vice President, Chief
/s/ Harley Rankin, Jr. Financial Officer and Treasurer
- ---------------------- (Principal Financial Officer) November 13, 1997
(Harley Rankin, Jr.)
Vice President, Controller and
/s/ Harold J. Rodriguez, Jr. Assistant Treasurer
- ---------------------------- (Principal Accounting Officer) November 13, 1997
(Harold J. Rodriguez, Jr.)
-8-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
EXHIBITS
filed with
Registration Statement
on
Form S-8
under
The Securities Act of 1933
-------------------
Silgan Holdings Inc.
Fourth Amended
and Restated
1989 Stock Option Plan
SILGAN HOLDINGS INC.
(Exact name of registrant as specified in its charter)
<PAGE>
EXHIBIT INDEX
Silgan Holdings Inc. Fourth Amended and Restated 1989
Stock Option Plan
Exhibit
Number Description
*4.1 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1
filed with the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996, Commission File
No. 000-22117).
*4.2 Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.2 filed with
the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, Commission File No.
000-22117).
5 Opinion of Winthrop, Stimson, Putnam & Roberts.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Winthrop, Stimson, Putnam & Roberts
(included in Exhibit 5).
24 Power of Attorney (contained on signature page
hereof).
*99 Silgan Holdings Inc. Fourth Amended and Restated 1989
Stock Option Plan (incorporated by reference to
Exhibit 10.21 filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1996, Commission File No. 000-22117).
- ------------------------------------
* Incorporated by reference.
<PAGE>
Exhibit 5
Winthrop, Stimson, Putnam & Roberts
Financial Centre
695 East Main Street
P.O. Box 6760
Stamford, CT 06904-6760
(203) 348-2300
November 13, 1997
Silgan Holdings Inc.
4 Landmark Square, Suite 400
Stamford, CT 06901
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
In connection with the registration on Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), of 3,533,417 shares (the
"Shares") of common stock, par value $.01 per share, of Silgan Holdings Inc.
(the "Company") reserved for issuance pursuant to the Silgan Holdings Inc.
Fourth Amended and Restated 1989 Stock Option Plan (the "Plan"), we have
examined such corporate documents and records of the Company, such other
instruments and certificates of public officials, officers and representatives
of the Company and other persons and such questions of law as we have deemed
necessary or appropriate in order to render the opinion set forth herein.
In such examination, we have assumed 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 copies and the
authenticity of the originals of such copies.
Based upon and subject to the foregoing, we are of the opinion that
when:
(a) the registration statement on Form S-8 relating to the
Shares (the "Registration Statement") shall have become effective under
the Securities Act;
(b) any applicable State securities or "blue sky" laws shall
have been complied with; and
(c) any Shares shall have been duly issued and paid for in
accordance with the terms of the Plan,
such Shares will be legally issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware. We express no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendments thereto. In giving such consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ Winthrop, Stimson, Putnam & Roberts
---------------------------------------
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Fourth Amended and Restated
1989 Stock Option Plan of Silgan Holdings Inc. and to the incorporation by
reference therein of our report dated January 31, 1997 except for Note 22, as to
which the date is February 13, 1997, with respect to the consolidated financial
statements and schedules of Silgan Holdings Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
Stamford, Connecticut
November 10, 1997
<PAGE>
