As filed with the Securities and Exchange Commission on May 12, 1999
Registration No. 333-70879
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
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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 value 1,372,931 $9.01 (2) $12,370,109 $3,438.89
$.01 per share shares (1) (2) (2)
- - ------------------------------------------------------------------------------
Common Stock, par value 100,000 $8.81 (2) $881,000 $244.92
$.01 per share shares (1) (2) (2)
- - ------------------------------------------------------------------------------
Common Stock, par value 1,064,000 $8.69 (2) $9,246,160 $2,570.44
$.01 per share shares (1) (2) (2)
- - ------------------------------------------------------------------------------
Common Stock, par value 213,069 $11.75 (3) $2,503,560.75 $695.99
$.01 per share shares (1) (3) (3)
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(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.
(3) Pursuant to Rule 457(h) and (c) under the Securities Act of 1933, the
amounts are calculated based upon the average of the high and low
prices of a share of Common Stock as reported on the New York Stock
Exchange, Inc. Composite tape on May 10, 1999.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 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 2,750,000 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. 2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Dallas, Texas, on May 12, 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. 2 has been signed by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jacques R. Sardas*
- - ---------------------------- May 12, 1999
Jacques R. Sardas President, Chief Executive
Officer and Chairman of the
Board of Directors
/s/ William C. Wellborn*
- - ---------------------------- May 12, 1999
William C. Wellborn Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Douglas D. Danforth* May 12, 1999
- - ----------------------------
Douglas D. Danforth Director
/s/ John F. Fiedler* May 12, 1999
- - ----------------------------
John F. Fiedler Director
/s/ John M. Goldsmith* May 12, 1999
- - ----------------------------
John M. Goldsmith Director
/s/ Vincent A. Mai* May 12, 1999
- - ----------------------------
Vincent A. Mai Director
/s/ Charles J. Pilliod, Jr.* May 12, 1999
- - ----------------------------
Charles J. Pilliod, Jr. Director
/s/ Henry F. Skelsey* May 12, 1999
- - -------------------------
Henry F. Skelsey Director
/s/ Norman E. Wells, Jr.* May 12, 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
May 12, 1999
Dal-Tile International
7834 C.F. Hawn Freeway
Dallas, TX 75217
RE: Post-Effective Amendment No. 2 (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 2,750,000 shares of
common stock of the Company, par value $.01 per share (the "Common Stock")
issuable upon the exercise of stock options granted 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 2,750,000 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. 2 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
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ERNST & YOUNG LLP
May 12, 1999
Dallas, Texas
