As filed with the Commission on September 25, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------------
Johnstown America Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 25-1672791
---------- ------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
980 North Michigan Avenue
Chicago, Illinois 60611
-----------------------
(Address of principal executive offices) (zip code)
Johnstown America Industries, Inc.
1993 Stock Option Plan
----------------------
(Full title of the plan)
Kenneth M. Tallering
Vice President, General Counsel and Secretary
Johnstown America Industries, Inc.
980 North Michigan Avenue
Chicago, Illinois 60611
-----------------------
(Name and address of agent for service)
(312) 280-8844
--------------
(Telephone number, including area code, of agent for service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
to participants in the 401(k) plans listed above will be effected pursuant to
purchases in the open market.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered (1) registered offering price per share (aggregate offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 325,000 shares $3.25 $1,056,250 $364
- ------------------------------ -------------- ------------------------ -------------------------- -----------------
</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the amount of the registration fee
based upon the average of the high and low sales prices reported for
shares of the Common Stock on the Nasdaq Stock Market on September 20,
1996.
<PAGE>
STATEMENT PURSUANT TO GENERAL INSTRUCTION E. OF FORM S-8
The contents of the Company's Registration Statement on Form S-8
(Registration No. 33-73478) filed with the Commission on January 10, 1994, is
hereby incorporated by reference in this Registration Statement. This
Registration Statement is being filed with the Commission solely for the purpose
of registering additional shares of the Company's Common Stock issuable under
the Company's 1993 Stock Option Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 Chicago, Illinois on the 19th day of September,
1996.
Johnstown America Industries, Inc.
By: /s/ Thomas M. Begel
-------------------
Thomas M. Begel
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas M. Begel, Andrew M. Weller and
Kenneth M. Tallering 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 any or 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, 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 said attorneys-in-fact and agents,
or any of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Thomas M. Begel Chairman of the Board, September 19, 1996
- -------------------------- President and Chief Executive
Thomas M. Begel Officer
(Principal Executive Officer)
/s/ Andrew M. Weller Director, Executive Vice September 19, 1996
- -------------------------- President and Chief Financial
Andrew M. Weller Officer (Principal Financial and
Principal Accounting Officer)
/s/ Camillo Santomero Director September 19, 1996
- -------------------------
Camillo Santomero
/s/ R. Philip Silver Director September 19, 1996
- -------------------------
R. Philip Silver
/s/ Francis A. Stroble Director September 19, 1996
- -------------------------
Francis A. Stroble
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Winston & Strawn as to the legality of the securities
offered under the Johnstown America Industries, Inc.
1993 Stock Option Plan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Winston & Strawn (included in Exhibit 5.1 hereto)
24.1 Powers of Attorney (included on the signature page hereof)
Exhibit 5.1
[Letterhead of Winston & Strawn]
September 20, 1996
Johnstown America Industries, Inc.
980 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
Re: Registration Statement on Form S-8 of Johnstown America
Industries, Inc. (the "Registration Statement")
Ladies and Gentlemen:
We have acted as special counsel for Johnstown America Industries,
Inc., a Delaware corporation (the "Company"), in connection with the
registration on Form S-8 of the offer and sale of up to 325,000 shares (the
"Shares") of the Company's Common Stock, par value $.01 per share, issuable upon
exercise of certain stock options (the "Options") that may be issued pursuant to
the Johnstown America Industries, Inc. 1993 Stock Option Plan (the "Plan").
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of: (i) the Registration Statement, as filed with the Securities and Exchange
Commission (the "Commission") under the Act; (ii) the Certificate of
Incorporation of the Company, as currently in effect; (iii) the Amended and
Restated By-Laws of the Company, as currently in effect; and (iv) resolutions of
the Board of Directors of the Company relating to, among other things, the
issuance of the Shares and the filing of the Registration Statement. We have
also examined such other documents as we have deemed necessary or appropriate as
a basis for the opinion set forth below.
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 certified or photostatic of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents. We have also assumed that the Company's Board of
Directors, or a duly authorized committee thereof, will have approved the
issuance of each Option prior to the issuance thereof. As to any facts material
to this opinion which we did
<PAGE>
not independently establish or verify, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others.
Based upon and subject to the foregoing, we are of the opinion that
all Shares issued pursuant to the Plan will be, upon payment of the specified
exercise price therefor, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. In giving such consent, we do not
concede that we are experts within the meaning of the Act or the rules and
regulations thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
/s/ Winston & Strawn
Winston & Strawn
Exhibit 23.1
[Arthur Andersen LLP Letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 31, 1996
incorporated by reference in Johnstown America Industries, Inc.'s Form 10-K for
the year ended December 31, 1995 and to all references to our firm included in
or made a part of this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 20, 1996
