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Registration No. 333-
As filed with the Securities and Exchange Commission on October 24, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENCORE WIRE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2274963
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1410 MILLWOOD ROAD
MCKINNEY, TEXAS 75069
(Address of Principal Executive Offices) (Zip Code)
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ENCORE WIRE CORPORATION 1989 STOCK OPTION PLAN
(Full title of the Plan)
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VINCENT A. REGO COPY TO:
CHAIRMAN OF THE BOARD, PRESIDENT JACK M. LITTLE
AND CHIEF EXECUTIVE OFFICER THOMPSON & KNIGHT, P.C.
ENCORE WIRE CORPORATION 1700 PACIFIC AVENUE
1410 MILLWOOD ROAD SUITE 3300
MCKINNEY, TEXAS 75069 DALLAS, TEXAS 75201
(Name and address of agent for service) (214) 969-1363
(972) 562-9473
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, 150,000
par value $.01 shares $27.50 $4,125,000 $1,250
per share
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
any stock split, stock dividend or similar transaction with respect to
these shares are also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sales prices of the Common Stock reported in the consolidated reporting
system for NASDAQ National Market System securities on October 20, 1997.
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PART I
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENT
The contents of (i) Registration Statement No. 33-54484 relating to the
Encore Wire Corporation 1989 Stock Option Plan (the "Plan") filed by the
Registrant with the Securities and Exchange Commission on November 12, 1992, as
amended by the Post-Effective Amendment No.1 filed with the Securities and
Exchange Commission on November 19, 1992 and (ii) Registration Statement No.
33-89126 relating to the Plan filed by the Registrant with the Securities and
Exchange Commission on February 2, 1995 (collectively, the "Prior Registration
Statements") are incorporated herein by reference pursuant to General
Instruction E to Form S-8. The purpose of this Registration Statement is to
register 150,000 additional shares of Common Stock of the Registrant for offer
and sale pursuant to the Plan.
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 are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(2) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act since December 31, 1996.
(3) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A of the Registrant filed with the
Securities and Exchange Commission on June 4, 1992 and declared
effective on July 16, 1992, including any amendment or report filed
for the purpose of updating such description.
In addition, 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,
prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement 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 a part
hereof from the date of filing of such documents.
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Item 8. Exhibits.
In addition to the exhibits filed with or incorporated by reference in the
Prior Registration Statements, the following documents are filed or
incorporated by reference as exhibits to this Registration Statement:
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Encore Wire Corporation 1989 Stock Option Plan, as amended and
restated in January 1997, and approved by the stockholders on May
2, 1997.
5.1 Opinion of Thompson & Knight, A Professional Corporation,
regarding 150,000 shares of Common Stock of the Registrant.
23.1 Consent of Thompson & Knight, A Professional Corporation
(contained in its opinion filed herewith as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
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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 McKinney, State of Texas, on the 23rd day of
October, 1997.
ENCORE WIRE CORPORATION
(Registrant)
By: /s/ Vincent A. Rego
----------------------------------------
Vincent A. Rego
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints Vincent
A. Rego and Scott D. Weaver, and each of them (with full power to each of them
to act alone), his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities to sign on his behalf individually and in each
capacity stated below any amendment, 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 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 attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Vincent A. Rego Chairman of the Board, President, October 23, 1997
- ---------------------------------- Chief Executive Officer and Director
Vincent A. Rego (Principal Executive Officer)
/s/ Scott D. Weaver Vice President - Finance, October 23, 1997
- ---------------------------------- Secretary and Treasurer
Scott D. Weaver (Principal Financial and
Accounting Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Donald M. Spurgin Director October 23, 1997
- ----------------------------------
Donald M. Spurgin
/s/ Donald E. Courtney Director October 23, 1997
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Donald E. Courtney
/s/ Daniel L. Jones Director October 23, 1997
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Daniel L. Jones
/s/ John P. Pringle Director October 23, 1997
- ----------------------------------
John P. Pringle
/s/ William R. Thomas Director October 23, 1997
- ----------------------------------
William R. Thomas
/s/ John H. Wilson Director October 23, 1997
- ----------------------------------
John H. Wilson
/s/ Joseph M. Brito Director October 23, 1997
- ----------------------------------
Joseph M. Brito
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
4.1 Encore Wire Corporation 1989 Stock Option Plan, as amended
and restated in January 1997, and approved by the
stockholders on May 2, 1997.
5.1 Opinion of Thompson & Knight, A Professional Corporation,
regarding 150,000 shares of Common Stock of the Registrant.
23.1 Consent of Thompson & Knight, A Professional Corporation
(contained in its opinion filed herewith as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
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EXHIBIT 4.1
ENCORE WIRE CORPORATION
1989 STOCK OPTION PLAN*
Section 1. Purpose. It is the purpose of the Plan to promote
the interests of the Company and its stockholders by attracting, retaining and
stimulating the performance of selected Employees and giving such Employees the
opportunity to acquire a proprietary interest in the Company and an increased
personal interest in its continued success and progress.
Section 2. Definitions. As used herein the following terms have
the following meanings:
(a) "Affiliate" means any parent or subsidiary
corporation of the Company within the meaning of Section 424(e) and
(f) of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Committee" means the Compensation Committee of the
Board, each member of which shall be a disinterested person within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.
(e) "Common Stock" means the $.01 par value Common Stock
of the Company.
(f) "Company" means Encore Wire Corporation, a Delaware
corporation.
(g) "Employee" means any regular salaried officer or
employee of the Company or an Affiliate, including such officers or
employees who are also members of the Board.
(h) "Fair Market Value" means the closing sales price of
the Common Stock on the date in question (or if there is no reported
sale on such date, then on the last preceding date on which a report
of sale occurred) as reported on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), or on any
national securities exchange on which the Common Stock is then traded;
or if the Common Stock is not listed or admitted to trading on any
such exchange and is not listed as a national market security on
NASDAQ, but is quoted on NASDAQ (or any similar system), "Fair Market
Value" shall mean the average of the closing high bid and low ask
prices of the Common Stock on such system on the date in question.
(i) "Option" means any option to purchase shares of
Common Stock granted pursuant to the provisions of the Plan.
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* As amended and restated in July 1997, and approved by stockholders on
May 2, 1997.
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(j) "Optionee" means an Employee who has been granted an
Option under the Plan.
(k) "Plan" means this Encore Wire Corporation 1989 Stock
Option Plan.
Section 3. Number of Shares. Options may be granted by the
Company from time to time under the Plan to purchase an aggregate of 774,000
shares of the authorized Common Stock. If any Option expires or terminates for
any reason without having been exercised in full, the unpurchased shares
subject to such expired or terminated Option shall be available for purposes of
the Plan. The maximum number of shares of Common Stock for which options may
be granted under the Plan to any one Employee during a calendar year is
100,000.
Section 4. Administration of the Plan.
(a) The Plan shall be administered by the Committee.
Each member of the Committee shall be appointed by the Board. The
Board shall have the sole continuing authority to appoint members of
the Committee, both in substitution for members previously appointed
and to fill vacancies.
(b) The Committee shall have full authority subject to
the express provisions of the Plan to interpret the Plan, to provide,
modify and rescind rules and regulations relating to it, to determine
the terms and provisions of each Option and the form of each option
agreement evidencing an Option granted under the Plan, including the
authority to place restrictions on the shares of Common Stock to be
purchased pursuant to an Option, and to make all other determinations
and perform such actions as the Committee deems necessary or advisable
to administer the Plan. In addition, the Committee shall have full
authority, subject to the express provisions of the Plan, to determine
the Employees to whom Options shall be granted, the time or date of
grant of each such Option, the number of shares subject thereto, and
the price at which such shares may be purchased. In making such
determinations, the Committee may take into account the nature of the
services rendered by the Employee, his present and potential
contributions to the success of the Company's business and such other
facts as the Committee in its discretion shall deem appropriate to
carry out the purposes of the Plan.
(c) Notwithstanding the authority hereby delegated to the
Committee to grant Options to Employees under the Plan, the Board also
shall have full authority, subject to the express provisions of the
Plan, to grant options to Employees under the Plan, to interpret the
Plan, to provide, modify and rescind rules and regulations relating to
it, to determine the terms and provisions of Options granted to
Employees under the Plan and the form of option agreements evidencing
Options granted under the Plan and to make all other determinations
and perform such actions as the Board deems necessary or advisable to
administer the Plan; provided, however, that the Board shall not grant
any Option to any officer (as defined in Rule 16b-3) of the Company or
to any Employee who is also a member of the Board, except upon, and
strictly in accordance with, a recommendation of the Committee
regarding the
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number of shares covered by, and the recipient, timing, exercise price
and other terms of, such Option.
(d) No member of the Committee shall be eligible to
receive an Option.
Section 5. Grant of Options. At any time and from time to time
during the duration of the Plan and subject to the express provisions thereof,
Options may be granted by the Committee to any Employee for such number of
shares of Common Stock as the Committee in its discretion shall deem to be in
the best interest of the Company and which will serve to further the purposes
of the Plan. The Committee, in its discretion, may designate any Option so
granted as an incentive stock option intended to qualify under Section 422A of
the Code; provided, however, that the aggregate Fair Market Value (determined
as of the time an incentive stock option is granted) of the Common Stock with
respect to which incentive stock options granted to an Employee under the Plan
(including all options qualifying as incentive stock options pursuant to
Section 422A of the Code granted to such Employee under any other plan of the
Company or any Affiliate) are exercisable for the first time by such Employee
during any calendar year shall not exceed $100,000.
Section 6. Option Price. The purchase price per share of Common
Stock under each Option shall be determined by the Committee but in no event
shall be less than 100% of the Fair Market Value per share of Common Stock at
the time the Option is granted; provided, however, that the purchase price per
share of Common Stock under any incentive stock option granted to an Optionee
who, at the time such incentive stock option is granted, owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or any Affiliate shall be at least 110% of the Fair Market Value per
share of Common Stock at the date of grant. Upon exercise of an Option, the
purchase price shall be paid in full in cash or, if and to the extent provided
for under the option agreement for such Option, in cash and or by delivery of
shares of Common Stock already owned by the Optionee having an aggregate Fair
Market Value equal to the purchase price. The proceeds of such sale shall
constitute general funds of the Company. Upon exercise of an Option, the
Optionee will be required to pay to the Company the amount of any federal,
state or local taxes required by law to be withheld in connection with such
exercise.
Section 7. Option Period and Terms of Exercise of Options.
Except as otherwise provided for herein, each Option granted under the Plan
shall be exercisable during such period commencing on or after the expiration
of one year from the date of the grant of such Option as the Committee shall
determine; provided that the otherwise unexpired portion of any Option shall
expire and become null and void no later than upon the first to occur of (i)
the expiration of ten years from the date such Option was granted, (ii) the
expiration of three months from the date of the termination of the Optionee's
employment with the Company or an Affiliate for any reason other than death or
disability, or (iii) the expiration of one year from the date of the
termination of the Optionee's employment with the Company or an Affiliate by
reason of death or disability. Anything herein to the contrary
notwithstanding, the otherwise unexpired portion of any Option granted
hereunder shall expire and become null and void immediately upon an Optionee's
termination of employment with the Company or an Affiliate by reason of such
Optionee's fraud, dishonesty or performance of other acts detrimental to the
Company or an Affiliate. Any incentive stock option granted to an Optionee
who, at the time such incentive stock option is granted, owns stock possessing
more than 10% of the
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total combined voting power of all classes of stock of the Company or any
Affiliate shall not be exercisable after the expiration of five years from the
date of its grant. Under the provisions of any option agreement evidencing an
Option, the Committee may limit the number of shares purchasable thereunder in
any period or periods of time during which the Option is exercisable and may
impose such other terms and conditions upon the exercise of an Option as are
not inconsistent with the terms of this Plan; provided, however, that the
Committee, in its discretion, may accelerate the exercise date of any Option to
any date following the date of grant.
Section 8. Nontransferability of Options. An Option granted
under the Plan shall be transferable by the Optionee only by will or by the
laws of descent and distribution and shall be exercisable during the lifetime
of the Optionee only by the Optionee.
Section 9. Termination of Employment. Transfers of employment
between the Company and any of its Affiliates shall not be considered to be a
termination of employment for the purposes of this Plan. Nothing in the Plan
or in any option agreement evidencing an Option granted under the Plan shall
confer upon any Optionee any right to continue in the employ of the Company or
any Affiliate or in any way interfere with the right of the Company or any
Affiliate to terminate the employment of the Optionee at any time, with or
without cause.
Section 10. Adjustments Upon Changes in Common Stock. In the
event the Company shall effect a split of the Common Stock or dividend payable
in Common Stock, or in the event the outstanding Common Stock shall be combined
into a smaller number of shares, the maximum number of shares as to which
Options may be granted under the Plan and the maximum number of shares as to
which an Option or Options may be granted to any one Optionee during a calendar
year shall be decreased or increased proportionately. In the event that before
delivery by the Company of all of the shares of Common Stock in respect of
which any Option has been granted under the Plan, the Company shall have
effected such a split, dividend or combination, the shares still subject to
such Option shall be increased or decreased proportionately and the purchase
price per share shall be decreased or increased proportionately so that the
aggregate purchase price for all of the then optioned shares shall remain the
same as immediately prior to such split, dividend or combination.
In the event of a reclassification of Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization (including a
merger, consolidation, spinoff or sale of assets) of the Company or an
Affiliate, the Committee shall make such adjustments, if any, as it may deem
appropriate in the number, purchase price and kind of shares covered by the
unexercised portions of Options theretofore granted under the Plan. The
provisions of this Section shall only be applicable if, and only to the extent
that, the application thereof does not conflict with any valid governmental
statute, regulation or rule.
Section 11. Amendment and Termination of the Plan. Subject to
the right of the Board to terminate the Plan prior thereto, the Plan shall
terminate at the expiration of ten years from April 21, 1989, the date of
adoption of the Plan by the Board. No Options may be granted after termination
of the Plan. The Board may alter or amend the Plan but may not without the
approval of the stockholders of the Company make any alteration or amendment
thereof which operates (i) to abolish the Committee, change the qualifications
of its members or withdraw the administration
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of the Plan from its supervision, (ii) to increase the total number of shares
of Common Stock which may be granted under the Plan (other than as provided in
Section 10 hereof), (iii) to extend the term of the Plan or the maximum
exercise period provided in Section 7 hereof, (iv) to decrease the minimum
purchase price provided in Section 6 hereof (other than as provided in Section
10 hereof), or (v) to materially modify the requirements as to eligibility for
participation in the Plan.
No termination or amendment of the Plan shall adversely affect the
rights of an Optionee under an Option, except with the consent of such
Optionee.
Section 12. Requirements of Law. The granting of Options and the
issuance of Common Stock upon the exercise of an Option shall be subject to all
applicable laws, rules and regulations and to such approval by governmental
agencies as may be required.
Section 13. Effective Date of the Plan. The Plan shall become
effective, as of the date of its adoption by the Board, when it has been duly
approved by the unanimous written consent of the holders of the shares of
Common Stock in accordance with applicable law within twelve months after the
date of adoption of the Plan by the Board. If the Plan is not so approved, the
Plan shall terminate and any Option granted hereunder shall be null and void.
Section 14. Gender. Words of any gender used in the Plan shall
be construed to include any other gender, unless the context requires
otherwise.
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EXHIBIT 5.1
(214) 969-1363
October 24, 1997
Encore Wire Corporation
1410 Millwood Road
McKinney, Texas 75069
Dear Sirs:
We have acted as counsel for Encore Wire Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an additional
150,000 shares (the "Shares") of Common Stock, par value $.01 per share, of the
Company for issuance pursuant to the Company's 1989 Stock Option Plan (the
"Plan").
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of the Company, certificates of public officials and of
officers of the Company, and other agreements, instruments and documents as we
have deemed necessary to require as a basis for the opinions hereinafter
expressed. We are familiar with the corporate proceedings of the Company
relating to the adoption of the Plan and the proposed issuance of the Shares
pursuant to the Plan. We have also participated in the preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission relating to the
registration of the Shares under the Securities Act.
On the basis of the foregoing, we advise you that in our opinion:
(1) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Texas; and
(2) The Shares, when issued and delivered upon the due
exercise of options duly granted under the Plan, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to us in the Registration
Statement. The foregoing, however, shall not constitute "consent" to the use
of our name as experts as provided for in Sections 7 and 11 of the Securities
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ Jack M. Little
----------------------------------
Jack M. Little, Attorney
JML/JER/lrm
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EXHIBIT 23.2
We consent to the reference to our firm in the Registration Statement (Form
S-8) pertaining to the Employees' Stock Option Plan of Encore Wire Corporation
and to the incorporation by reference therein of our report dated January 22,
1997, with respect to the consolidated financial statements and schedules of
Encore Wire Corporation 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
ERNST & YOUNG LLP
Dallas, Texas
October 22, 1997
