DAL TILE INTERNATIONAL INC
S-8, 1999-03-30
STRUCTURAL CLAY PRODUCTS
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   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 1999
                                                REGISTRATION NO.  333-70879
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                       POST-EFFECTIVE AMENDMENT NO. 1

                                     TO

                                  FORM S-8

                           REGISTRATION STATEMENT

                                   UNDER

                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                        DAL-TILE INTERNATIONAL INC.
           (Exact name of registrant as specified in its charter)

         DELAWARE                                          13-3548809
     (State or other                                    (I.R.S. Employer
     jurisdiction of                                 Identification Number)
     incorporation or
      organization)
                           7834 C.F. HAWN FREEWAY
                              DALLAS, TX 75217
                               (214) 398-1411
                           (Address of principal
                             executive offices)

                   CERTAIN SHARES TO BE ISSUED UNDER THE
                      DAL-TILE INTERNATIONAL INC. 1990
                STOCK OPTION PLAN (AS AMENDED AND RESTATED)
                          (Full title of the plan)

                             JACQUES R. SARDAS
                     PRESIDENT, CHIEF EXECUTIVE OFFICER
                         AND CHAIRMAN OF THE BOARD
                        DAL-TILE INTERNATIONAL INC.
                           7834 C.F. HAWN FREEWAY
                              DALLAS, TX 75217
                               (214) 398-1411
         (Name, address, and telephone number of agent for service)


<PAGE>


                      CALCULATION OF REGISTRATION FEE
- - ---------------------------------------------------------------------------
                                      PROPOSED     PROPOSED
TITLE OF SECURITIES     AMOUNT TO     MAXIMUM       MAXIMUM     AMOUNT OF
 TO BE REGISTERED           BE        OFFERING     AGGREGATE   REGISTRATION
                        REGISTERED   PRICE PER     OFFERING        FEE
                                       SHARE        PRICE
- - ---------------------------------------------------------------------------

Common Stock, par       2,425,000    $11.94 (2)   $28,954,500   $8,049.35
value $.01 per share    shares (1)                   (2)            (2)
- - ---------------------------------------------------------------------------

Common Stock, par       1,881,619    $9.01 (2)  $16,953,387.19  $4,713.04
value $.01 per share    shares (1)                   (2)            (2)
- - ---------------------------------------------------------------------------

(1)  Includes an indeterminate number of shares of Common Stock that may be
     issuable by reason of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933.

(2)  Pursuant to Rule 457(h) under the Securities Act of 1933, the amounts
     are calculated based upon the maximum price at which stock options
     covering the registered shares of Common Stock may be exercised.


<PAGE>


                              EXPLANATORY NOTE

     This Post-Effective  Amendment No. 1 to the registration  statement on
Form S-8, filed on January 21, 1999  (Registration  No. 33-70879) (the "S-8
Registration Statement") is being filed in accordance with Instruction E of
Form S-8 for the purpose of registering an additional  4,306,619  shares of
common stock of Dal-Tile International Inc. (the "Company"), par value $.01
per share (the  "Common  Stock"),  which may be issued upon the exercise of
non-qualified  stock options granted under the Dal-Tile  International Inc.
1990 Stock Option Plan, as amended and restated (the "Plan").  The contents
of the Company's S-8  Registration  Statement  are  incorporated  herein by
reference.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS

EXHIBIT NO.                   DESCRIPTION OF EXHIBIT
- - -----------                   ----------------------

5.1   --            Opinion  of Mark A.  Solls  as to the  legality  of the
                    shares  of Common  Stock  covered  by the  Registration
                    Statement.*

23.1  --            Consent of Ernst & Young LLP.*

*    Filed herewith.


<PAGE>


                                 SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  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
Post-Effective  Amendment  No.  1  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in Dallas,  Texas,  on March 30,
1999.


                                    DAL-TILE INTERNATIONAL INC.


                                    By: /s/ Mark A. Solls
                                       ------------------------------
                                       Mark A. Solls
                                       Vice President, General Counsel
                                       and Secretary


     Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Post-Effective  Amendment No. 1 has been signed by the following persons in
the capacities and on the dates indicated:

         SIGNATURE                     TITLE                     DATE
         ---------                     -----                     ----

/s/ Jacques R. Sardas*                                       March 30, 1999
- - --------------------------      President, Chief
Jacques R. Sardas               Executive Officer and
                                Chairman of the Board
                                of Directors


/s/ William C. Wellborn*                                    March 30, 1999
- - --------------------------      Executive Vice President
William C. Wellborn             and Chief Financial
                                Officer (Principal
                                Financial Accounting
                                Officer)


/s/ Douglas D. Danforth*                                    March 30, 1999
- - ----------------------------
Douglas D. Danforth             Director


/s/ John F. Fiedler*                                        March 30, 1999
- - ----------------------------
John F. Fiedler                  Director


/s/ John M. Goldsmith*                                      March 30, 1999
- - ----------------------------
John M. Goldsmith                Director


/s/ Vincent A. Mai*                                         March 30, 1999
- - ----------------------------
Vincent A. Mai                   Director


/s/ Charles J. Pilliod, Jr.*                                March 30, 1999
- - ----------------------------
Charles J. Pilliod, Jr.          Director


/s/ Henry F. Skelsey*                                       March 30, 1999
- - ----------------------------
Henry F. Skelsey                 Director


/s/ Norman E. Wells, Jr.*                                   March 30, 1999
- - ----------------------------
Norman E. Wells, Jr.             Director


*By Mark A. Solls, attorney-in-fact

/s/ Mark A. Solls
- - ----------------------------
Mark A. Solls, 
attorney-in-fact


<PAGE>


                             INDEX TO EXHIBITS

 EXHIBIT NO.              DESCRIPTION OF EXHIBIT
 -----------              ----------------------

    5.1         Opinion  of  Mark A.  Solls  as to  the  legality  of  the
                securities covered by the Registration Statement.*

    23.1        Consent of Ernst & Young LLP.*


*    Filed herewith.

                                                            EXHIBIT 5.1

March 30, 1999


Dal-Tile International
7834 C.F. Hawn Freeway
Dallas, TX  75217

          RE:  Post-Effective   Amendment   No.   1  (the   "Post-Effective
               Amendment") to the  Registration  Statement filed on January
               21,  1999 on Form  S-8  (Registration  No.  333-70879)  (the
               "Registration  Statement")  for the  Dal-Tile  International
               Inc. 1990 Stock Option Plan (As Amended and  Restated)  (the
               "Plan").

Ladies and Gentlemen:

     This opinion is delivered in connection with the Post-Effective
Amendment to the Registration Statement for Dal-Tile International Inc., a
Delaware corporation (the "Company") under the Securities Act of 1933 (the
"Act"), for the purpose of registering an additional 4,306,619 shares of
common stock of the Company, par value $.01 per share (the "Common Stock")
issuable upon the exercise of stock options granted on or prior to January
1, 1996 pursuant to the Plan.

     In arriving at this opinion, I have examined such corporate
instruments, documents, statements and records of the Company, and I have
examined such statutes and regulations and have conducted such legal
analysis, as I have deemed relevant, necessary and appropriate for the
purposes of this opinion. I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals, the
conformity to original documents of all the documents submitted to me as
certified or photostatic copies, and the authenticity of the originals of
such latter documents. I also have assumed that any future changes to the
terms and conditions of the Plan will be duly authorized by the Company and
will comply with all applicable laws.

     Based on the foregoing, I am of the opinion that the 4,306,619 shares
of Common Stock to be registered pursuant to the Post-Effective Amendment
have been duly authorized and, when issued and delivered by the Company in
accordance with the terms and conditions of the Plan, will be validly
issued, fully paid and nonassessable securities of the Company.

     I hereby consent to the reference to my name in the Post-Effective
Amendment and further consent to the inclusion of this opinion as Exhibit
5.1 to the Post-Effective Amendment. In giving this consent, I do not
hereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities
and Exchange Commission.

     The opinion expressed herein is solely for your benefit in connection
with the Post-Effective Amendment and may not be relied on in any manner or
for any purpose by any other person or entity and may not be quoted in
whole or in part without my prior written consent.

                                    Very truly yours,

                                     /s/ Mark A. Solls
                                    ---------------------------------
                                    Mark A. Solls
                                    Vice President, General Counsel
                                    and Secretary

                                                               EXHIBIT 23.1


We consent to the incorporation by reference in the Registration  Statement
(post-effective  amendment  No. 1 to Form S-8 No.  333-70879) of our report
dated  February  10,  1999,  with  respect  to the  consolidated  financial
statements  and  schedule of Dal-Tile  International  Inc.  included in its
Annual  Report (Form 10-K) for the year ended  January 1, 1999,  filed with
the Securities and Exchange Commission.



                                        /s/ Ernst & Young LLP
                                        ---------------------
                                        ERNST & YOUNG LLP


March 30, 1999
Dallas, Texas


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