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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement under the Securities Act of 1933
AZZ incorporated
(Exact name of issuer as specified in its charter)
Texas 75-0948250
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
400 North Tarrant Street, Crowley, Texas 76036
(Address of Principal Executive Offices) (ZIP Code)
AZZ incorporated 2000 ADVISORY DIRECTOR SHARE OWNERSHIP PLAN
(Full title of the plan)
L. C. MARTIN
400 North Tarrant Road
Crowley, Texas 76036
(Name and address of agent for service)
(817) 297-4361
(Telephone number, including area code, of agent for service)
Copy to:
Shannon, Gracey, Ratliff & Miller, L.L.P.
1100 UPR Plaza
777 Main Street
Fort Worth, Texas 76102
Attention: Sam Rosen, Esq.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered (1) Registered Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock 1,500 shares /(1)/ $14.38/(2)/ $ 21,575.00 $ 5.69
$1.00 par value 8,500 shares /(3)/ $15.50/(4)/ $131,750.00 $34.78
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10,000 shares $40.47
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</TABLE>
(1) Shares the right to which accrued on July 13, 1999 (500 shares), July 11,
2000 (500 shares) and August 15, 2000 (500 shares).
(2) Average of the average of the high and low prices on the New York Stock
Exchange on July 13, 1999, July 11, 2000 and August 15, 2000.
(3) Additional shares which may be granted under the 2000 Advisory Director
Share Ownership Plan (the "Plan").
(4) These shares are to be granted at values not presently determinable.
Pursuant to Rule 457(c), the price is based market value which is the
average of the high and low prices on the New York Stock Exchange on
October 26, 2000 as reported in the Wall Street Journal.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and all documents subsequently filed by AZZ
incorporated ("Company" or "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 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 shall be deemed to be a part hereof from the date of
the filing of such documents:
(a) The Company's Annual Report on Form 10-K for the year ended
February 29, 2000;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended May 31, 2000 and August 31, 2000;
(c) "Item 1. Description of Registrant's Securities to be Registered"
in the Company's Registration Statement on Form 8-A (File No. 001-
12777) as filed with the Securities and Exchange Commission on
February 24, 1997.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters relating to the Plan have been passed upon for the
Registrant by Shannon, Gracey, Ratliff & Miller, L.L.P., 1100 UPR Plaza, 777
Main Street, Fort Worth, Texas 76102. At the time such legal matters were
undertaken, Mr. Sam Rosen, a partner in Shannon, Gracey, Ratliff & Miller,
L.L.P., was a director and the secretary of the Registrant and was the
beneficial owner of 25,237 shares of Registrant common stock including
exercisable options to purchase 18,500 shares of Registrant common stock. It is
expected that this amount may change from time to time.
Item 6. Indemnification of Directors and Officers.
Section 2.02-1 of the Texas Business Corporation Act (the "TBCA") empowers
a corporation to indemnify its directors and officers and to purchase and
maintain liability insurance for directors and officers. Section 2.02-1 of the
TBCA permits indemnification of directors and officers of corporations under
certain conditions and subject to certain limitations and, under certain
circumstances, requires such indemnification. The TBCA provides further that a
provision for indemnification of a director, whether contained in the articles
of incorporation, the bylaws, a resolution of shareholders or directors,
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an agreement, or otherwise, is valid only to the extent it is consistent with
Article 2.02-1 of the TBCA, as limited by the articles of incorporation, if such
limitation exists. Article 11 of the Registrant's Articles of Incorporation
contains a provision providing for indemnification of directors and officers to
the full extent permitted by law. Section 8.01 of the Registrant's Bylaws, as
amended, contains a provision providing for indemnification to the full extent
permitted by law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number and Description
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(4) Instruments Defining the Rights of Security Holders, Including
Indentures
(4.1) Resolutions adopted by the Board of Directors of the
Company on March 28, 2000 establishing the Plan
(5) Opinion of Counsel
(23) Consent of Independent Auditors
(24) Power of Attorney
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
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 of 1933, 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; and
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(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 Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions summarized under Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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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 Fort Worth, State of Texas, on October 27, 2000.
AZZ incorporated
By: /s/ L.C. Martin
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L.C. Martin, Chairman of the Board and CEO
By: /s/ Dana L. Perry
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Dana L. Perry, Vice President and CFO
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 dates indicated.
Signature Title Date
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/s/ L.C. Martin Chairman of the Board, October 27, 2000
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L.C. Martin CEO and Director
/s/ Dana L. Perry Vice President, CFO October 27, 2000
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Dana L. Perry and Director
/s/ David H. Dingus* President, Chief Operating October 27, 2000
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David H. Dingus Officer and Director
Director
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Daniel E. Berce
/s/ Martin C. Bowen* Director October 27, 2000
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Martin C. Bowen
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/s/ Daniel R. Feehan* Director October 27, 2000
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Daniel R. Feehan
/s/ R.J. Schumacher* Director October 27, 2000
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R. J. Schumacher
/s/ Sam Rosen Director October 27, 2000
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Sam Rosen
/s/ Dr. H. Kirk Downey* Director October 27, 2000
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Dr. H. Kirk Downey
/s/ Kevern R. Joyce* Director October 27, 2000
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Kevern R. Joyce
*By: /s/ Dana L. Perry
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Dana L. Perry,
Attorney-in-fact
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INDEX OF EXHIBITS
Exhibit
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(4) Instruments Defining the Rights of Security Holders, Including Indentures
(4.1) Resolutions adopted by the Board of Directors of the Company on
March 28, 2000 establishing the Plan
(5) Opinion of Counsel
(23) Consent of Independent Auditors
(24) Power of Attorney
