As filed with the Securities and Exchange Commission on May 15, 1998
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIMPSON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-1225111
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
47603 Halyard Drive,
Plymouth, Michigan 48170
(734) 207-6200
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
VINOD M. KHILNANI
Vice President-Chief Financial Officer
Simpson Industries, Inc.
47603 Halyard Drive,
Plymouth, Michigan 48170
(734) 207-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
The Commission is requested to send copies of all orders,
notices and other communications to:
D. RICHARD MCDONALD, ESQ.
Dykema Gossett PLLC
1577 North Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304
(248) 203-0859
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
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. [ ]
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
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration
to be Registered Registered Price per Share* Offering Price* Fee
Common Stock,** 206,893 $13.375 $2,767,194 $817
$1.00 par value
*Estimated solely for purposes of computing the Registration Fee, at $13.375 per share, the
average of the high and low prices for shares of the Common Stock on May 13, 1998,
as reported on the Nasdaq National Market, pursuant to Rule 457(c).
**Attached to each share of Common Stock is one Right to purchase one share of the
Registrant's Common Stock.
</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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
Subject to completion, dated May 15, 1998
PROSPECTUS
SIMPSON INDUSTRIES, INC.
47603 Halyard Drive
Plymouth, Michigan 48170
(734) 207-6200
206,893 Shares of Common Stock
$1 par value
The 206,893 shares of Common Stock of Simpson Industries, Inc. (the
"Company") offered by this Prospectus are outstanding shares of Common Stock,
which may be sold from time to time in the market or in other transactions by
certain selling shareholders of the Company. See "Plan of Distribution" and
"Selling Shareholders." The Company will not receive any of the proceeds from
these sales.
The Common Stock is traded on the Nasdaq National Market. On May 13,
1998, the last reported sale price for the Common Stock on the Nasdaq National
Market was $13.375, as reported in The Wall Street Journal.
This offering is not underwritten.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offer made hereby, and, if given or made, such information
or representation must not be relied upon. The delivery of this Prospectus at
any time does not imply that the information herein is correct as of any time
subsequent to the date hereof.
The date of this Prospectus is May __, 1998
CONTENTS
PAGE
Additional Information 2
Incorporation of Certain Documents by Reference 3
Forward Looking Statements 3
Plan of Distribution 4
Selling Shareholders 4
Legal Matters 5
Experts 5
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Securities and Exchange Commission, under the Securities
Act of 1933, as amended. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits for further information with
respect to the Company and the securities offered hereby. Any statements
contained herein concerning the provisions of any documents are not
necessarily complete, and in such instance reference is made to the copy of
such documents filed as an exhibit to the Registration Statement or otherwise
filed with the Securities and Exchange Commission. Each such statement is
qualified in its entirety by such reference. The Registration Statement may
be inspected by anyone at the office of the Commission without charge, and
copies of all or any part of it may be obtained upon payment of the
Commission's charge for copying.
Simpson Industries, Inc. is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information may
be inspected and copied at the office of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, or at its Regional Offices located
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
IL 60661; and 7 World Trade Center, 13th Floor, New York, New York 10007; and
copies of such material can be obtained from the Public Reference Section of
the Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of that Web site is
http://www.sec.gov.
The Company's Common Stock is traded on the Nasdaq National Market.
Reports, proxy statements and other information concerning the Company may be
inspected at the offices of the exchange at 1735 K Street, N.W., Washington,
D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are hereby incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in Paragraph
(a) above, as follows: the Company's Quarterly Report on Form 10-Q
for its quarter ended March 31, 1998;
(c) The description of the Common Stock of the Company contained in
the Registration Statement on Form 8-A, No. 0-6611 filed under the
Securities Exchange Act of 1934.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Prospectus and prior to the
termination of the offering of the securities covered by this Prospectus shall
be deemed to be incorporated herein by reference and to be a part hereof from
the respective date of filing of each such document.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents). Requests should be directed to Vinod M.
Khilnani, Vice President-Chief Financial Officer, Simpson Industries, Inc.,
47603 Halyard Drive, Plymouth, Michigan 48170, (734) 207-6200.
FORWARD LOOKING STATEMENTS
The Company may from time to time make written or oral forward looking
statements, including statements contained in the Company's filings with the
Commission and its reports to shareholders. This Prospectus contains and
incorporates by reference certain statements that could be considered forward
looking. Such statements are or will be based on the Company's estimates,
assumptions and projections, and are subject to risks and uncertainties that
could cause actual results to differ materially from those included in the
forward looking statements, including, but not limited to, (i) general
economic conditions in the markets in which the Company operates, (ii)
fluctuations in demand for the Company's product, and (iii) other actions
taken by the Company. The Company does not intend to update these
forward-looking statements.
PLAN OF DISTRIBUTION
The 206,893 shares of Common Stock being offered by this Prospectus are
being offered by certain shareholders of the Company listed under "Selling
Shareholders" (the "Selling Shareholders"). These shares were issued to the
Selling Shareholders by the Company in the acquisition of Stahl International,
Inc. on April 2, 1998.
The shares offered by the Selling Shareholders may be sold from time to
time on the Nasdaq National Market or in the over-the-counter market or shares
may be offered in independent transactions, in negotiated transactions or
otherwise. In addition, the shares may be sold in transactions pursuant to
Rule 144 under the Securities Act of 1933, in which case any shares sold
pursuant to Rule 144 may be deemed to be restricted securities. The Selling
Shareholders may also sell some or all of the shares in transactions involving
broker-dealers who may acquire shares as principal. Sales will be made in the
quantities, at the times, and through registered broker-dealers to be
determined from time to time by each Selling Shareholder. No arrangements for
any broker-dealer to act on behalf of the Selling Shareholders have yet been
made. It is anticipated that any selling broker-dealers engaged by the
Selling Shareholders will receive only their customary brokerage commissions.
Participating broker-dealers may be deemed underwriters of the shares within
the meaning of the Securities Act of 1933, in which event all such
compensation to be received by them may be deemed underwriting compensation.
Sales of the shares offered by the Selling Shareholders will be made at
prices per share approximating market prices prevailing at the time of the
sales. The Company will not receive any of the proceeds of the sales. Any
brokerage commissions due to any broker engaged by any Selling Shareholder in
connection with the offering made thereby, will be borne by such Selling
Shareholder. The Company is bearing the legal and accounting expense incurred
in the preparation and filing of the Registration Statement of which this
Prospectus is a part and the filing fee thereunder. The Selling Shareholders
have agreed to indemnify the Company against certain liabilities, including
liabilities under the Securities Act of 1933.
SELLING SHAREHOLDERS
Certain information is provided below with respect to each of the
Selling Shareholders. The information includes the name and address of each
Selling Shareholder, present positions, offices and material relationships
with the Company and its subsidiaries and any during the past three years, the
number of shares of Common Stock of the Company beneficially owned, the number
of shares offered by this Prospectus and the percentage of the Class of Common
Stock to be owned by the Selling Shareholders after the offering.
<TABLE>
<S> <C> <C> <C> <C>
Shares of Company Common Stock
Present Positions, Offices Percent
or Relationships with Com- Owned as of Offered of Class
pany and Subsidiaries and Date of this by this After
Name and Address Any During the Past 3 Years Prospectus Prospectus Offering
O.B. Harrington, M.D. N/A 105,515 105,515 *
4785 Briarcliff Road
Memphis, Tennessee 38117
David Harrington Vice President 101,378 101,378 *
2349 Reed Hooker Stahl International
Eads, Tennessee 28028
* Less than 1%
</TABLE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Dykema Gossett PLLC of Bloomfield Hills, Michigan.
EXPERTS
The financial statements of Simpson Industries, Inc. as of December 31,
1997 and 1996, and for each of the years in the three-year period ended
December 31, 1997, have been incorporated by reference herein and in the
registration statement in reliance on the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein,
and upon authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses have been borne by the issuer. No portion of
such expenses are to be borne by any of the Selling Shareholders:
Registration fees $ 817.00
Legal fees 2,000.00
Accounting fees 2,000.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Michigan Business Corporation Act. The Company is organized under the
Michigan Business Corporation Act (the "Michigan Act") which, in general,
empowers Michigan corporations to indemnify a person who is a party or is
threatened to be made a party to any civil, criminal, administrative or
investigative action, suit or proceeding (other than actions by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or of another
enterprise at such corporation's request, against expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred in connection therewith if such person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
the corporation or its shareholders and, in the case of a criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The Michigan Act also empowers Michigan corporations to provide similar
indemnity to such a person for expenses and amounts paid in settlement,
actually and reasonably incurred, in actions or suits by or in the right of
the corporation except in respect of any claim, issue or matter as to which
such person is found liable to the corporation, unless (and then only to the
extent that) the court determines that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity.
Bylaws of the Registrant. The Company's bylaws generally require the
Company to indemnify persons to the extent it is empowered to do so under the
Michigan Act.
ITEM 16. EXHIBITS.
Exhibit Number Description
5 Opinion of Dykema Gossett PLLC, respecting the
Legality of shares of Common Stock being registered
23(a) Consent of KPMG Peat Marwick LLP, independent
accountants
23(b) Consent of Dykema Gossett PLLC (contained in their
opinion filed as Exhibit 5)
ITEM 17. 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; (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; (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;
provided, however, that (1)(i) and (1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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.
(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 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
Simpson Industries, Inc., pursuant to the provisions of applicable law, the
Company's Bylaws or Articles of Incorporation, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company
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 Company 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 Act 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, Simpson
Industries, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Plymouth, Michigan on May 15, 1998.
SIMPSON INDUSTRIES, INC.
By: /s/ ROY E. PARROTT
Roy E. Parrott
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby constitutes
and appoints Roy E. Parrott, Vinod M. Khilnani and Frank K. Zinn, and each of
them acting alone, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (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, under the Securities Act of 1933.
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 May 15, 1998.
Title
/s/ ROY E. PARROTT
Roy E. Parrott Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ VINOD M. KHILNANI
Vinod M. Khilnani Vice President - Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ MICHAEL E. BATTEN
Michael E. Batten Director
/s/ SUSAN F. HAKA
Susan F. Haka Director
/s/ GEORGE R. KEMPTON
George R. Kempton Director
/s/ WALTER J. KIRCHBERGER
Walter J. Kirchberger Director
/s/ ROBERT W. NAVARRE
Robert W. Navarre Director
/s/ RONALD L. ROUDEBUSH
Ronald L. Roudebush Director
/s/ F. LEE WEAVER
F. Lee Weaver Director
/s/ FRANK K. ZINN
Frank K. Zinn Director and Secretary
PAGE
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INDEX TO EXHIBITS
Exhibit Number Description
5 Opinion of Dykema Gossett PLLC, respecting the
Legality of shares of Common Stock being registered
23(a) Consent of KPMG Peat Marwick LLP, independent
accountants
23(b) Consent of Dykema Gossett PLLC (contained in their
opinion filed as Exhibit 5)
May 15, 1998
Simpson Industries, Inc.
47603 Halyard Drive
Plymouth, Michigan 48170-2429
Ladies and Gentlemen:
We have assisted you (the "Company") in the preparation of a
Registration Statement on Form S-3 under the Securities Act of 1933, as
amended, for the offering of 206,893 shares of Common Stock, par value $1.00
per share, of the Company (the "Shares") by certain shareholders of the
Company. All of the shares included in the Registration Statement were issued
by the Company pursuant to the acquisition of Stahl International, Inc. on
April 2, 1998.
It is our opinion that the Shares are validly issued, fully paid and
non-assessable shares of Common Stock of the Company.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
DYKEMA GOSSETT PLLC
/S/ D. RICHARD MCDONALD
D. Richard McDonald
The Board of Directors
Simpson Industries, Inc.:
We consent to the use of our report incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the Prospectus.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
Detroit, Michigan
May 8, 1998
