SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1659062
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1900 Gulf Street, Lamar, Missouri 64759-1899
(Address of principal executive offices) (ZIP code)
_______________
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
STOCK PLAN FOR DIRECTORS
(Full title of the plan)
_______________
Rowland H. Geddie, III
Vice President, General Counsel and Secretary
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
1900 Gulf Street
Lamar, Missouri 64759-1899
(Name and address of agent for service)
(417) 682-3322
(Telephone number, including area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Proposed maximum maximum Amount of
securities to Amount to offering price per aggregate registration
be registered be registered share <F1> offering price fee
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 50,000 $15.00 $750,000 $227.27
per share shares
Preferred Stock 50,000
Purchase Rights<F2> rights ---- ---- ----
<FN>
<F1>
Pursuant to Rule 457(h)(1), the registration fee was
calculated in accordance with Rule 457(c) upon the basis of the
average of the high and low prices of the Common Stock on May 19,
1997 as reported in The Wall Street Journal.
<F2>
One Preferred Stock Purchase Right automatically trades with
each share of Common Stock and is evidenced by the certificate
for the Common stock.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by
O'Sullivan Industries Holdings, Inc. (the "Company," "O'Sullivan"
or the "Registrant") (File No. 1-12754) are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement")
by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1996, December 31, 1996
and March 31, 1997; and
3. The descriptions of the Company's common stock, par
value $1.00 per share ("Common Stock"), and preferred
stock purchase rights contained in the Company's
Registration Statement on Form 8-A filed on January 13,
1994, as amended.
All documents subsequently filed by O'Sullivan or the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document, that also is
or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Certificate of Incorporation and By-laws
provide that the Company shall indemnify, to the fullest extent
authorized by the Delaware General Corporation Law (the "DGCL"),
each person who is involved in any litigation or other proceeding
because such person is or was a director or officer of the
Company or its subsidiaries or is or was serving as an officer or
director of another entity at the request of the Company, against
all expense, loss or liability reasonably incurred or suffered in
connection therewith. The Certificate of Incorporation and By-laws
provide that the right to indemnification includes the right
to be paid expenses incurred in defending any proceeding in
advance of its final disposition; provided, however, that if
Delaware law requires, such advance payment will only be made
upon the delivery to the Company of an undertaking, by or on
behalf of the director or officer, to repay all amounts so
advanced if it is ultimately determined that such director or
officer is not entitled to indemnification. If the Company does
not pay a proper claim for indemnification in full within 30 days
after a written claim for such indemnification is received by the
Company, the Certificate of Incorporation and By-laws authorize
the claimant to bring an action against the Company and prescribe
what constitutes a defense to such action.
Section 145 of the DGCL permits a corporation to indemnify
any director or officer of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with
any action, suit or proceeding brought by reason of the fact that
such person is or was a director or officer of the corporation,
if such person acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or
proceeding, if he had no reason to believe his conduct was
unlawful. In a derivative action (i.e., one brought by or on
behalf of the corporation), indemnification may be made only for
expenses actually and reasonably incurred by any director or
officer in connection with the defense or settlement of such an
action or suit, if such person acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification
shall be made if such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the
court in which the action or suit was brought shall determine
that the defendant is fairly and reasonably entitled to indemnity
for such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, Article Tenth of
the Company's Certificate of Incorporation eliminates the
liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for liabilities arising (i) from any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) from acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) from any
transaction from which the director derived an improper personal
benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the DGCL and the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Securities Act 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 and will be governed by the final adjudication
of such issue.
The Registrant carries directors' and officers' liability
insurance policies under which all of the directors and executive
officers of Registrant are insured against loss imposed upon them
with respect to their legal liability for breach of their duty to
Registrant. Excluded from coverage under said policy are fines
and penalties imposed by law upon such directors and officers or
other matters which may be deemed uninsurable such as material
acts of active and deliberate dishonesty committed by the
insureds with actual dishonest purpose and intent. In addition,
the Registrant has entered into indemnification agreements with
its directors and certain officers for indemnification to the
fullest extent permitted by applicable law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Title
<S> <C>
4.1 Certificate of Incorporation of O'Sullivan Industries
Holdings, Inc., including Certificate of Designation
for Series A Preferred Stock (incorporated by reference from
Exhibit 3.1 to Registration Statement on Form S-1 (File
No. 33-72120))
4.2 By-laws of the Company (incorporated by reference from
Exhibit 3.2 to Registration Statement on Form S-1 (File
No. 33-72120))
4.3 Specimen Certificate for shares of Common Stock
(incorporated by reference from Exhibit 4.1 to Amendment No. 3
to Registration Statement on Form S-1 (File No. 33-72120))
4.4 Rights Agreement dated as of February 1, 1994 between the
Company and The First National Bank of Boston (incorporated by
reference from Exhibit 4.4 to Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994 (File No. 1-12754))
4.5 O'Sullivan Industries Holdings, Inc. Stock Plan For
Directors (incorporated by reference from Exhibit 10.1 to
Quarterly Report on Form 10-Q for the quarter ended March 31,
1997 (File No. 1-12754))
5 Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP
as to the legality of the securities being registered
23.1 Consent of Price Waterhouse LLP, Independent Accountants
23.2 Consent of Blackwell Sanders Matheny Weary & Lombardi LLP
(included in Exhibit 5)
</TABLE>
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (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;
(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, and/or
(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 Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(c) The undertaking regarding indemnification of officers and
directors is included as part of Item 6, which is incorporated
into this Item 9 by reference.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 Lamar, State of
Missouri, on May 22, 1997.
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
By: Daniel F. O'Sullivan
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
May 22, 1997 Daniel F. O'Sullivan
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
May 22, 1997 Richard D. Davidson
President and Director
May 22, 1997 Terry L. Crump
Vice President-Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
May 12, 1997 William C. Bousquette
Director
May 10, 1997 Charles G. Hanson
Director
May 22, 1997 Stewart M. Kasen
Director
May 22, 1997 Thomas M. O'Sullivan, Sr.
Director
May 22, 1997 Tyrone E. Riegel
Executive Vice President and Director
May 22, 1997 Ronald G. Stegall
Director
<PAGE>
EXHIBIT 5
Law Offices
Blackwell Sanders Matheny Weary & Lombardi LLP
2300 Main Street - Suite 1100
Kansas City, Missouri 64108
P. O. Box 419777 - 64141-6777
(816) 983-8000
FAX: (816) 983-8080
May 20, 1997
O'Sullivan Industries Holdings, Inc.
1900 Gulf Street
Lamar, Missouri 64759
Gentlemen:
We refer to the Registration Statement of O'Sullivan
Industries Holdings, Inc. (the "Registrant") on Form S-8 to be
filed with the Securities and Exchange Commission for the purpose
of registering under the Securities Act of 1933, as amended, an
additional 50,000 shares of the Registrant's Common Stock, $1.00
par value (the "Common Stock"), to be issued under the O'Sullivan
Industries Holdings, Inc. Stock Plan For Directors (the "Plan").
We are familiar with the proceedings to date with respect to
such proposed sale and have examined such records, documents and
matters of law and satisfied ourselves as to such matters of fact
as we have considered relevant for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the
additional 50,000 shares of Common Stock to be issued under the
Plan have been duly authorized, and, when purchased in accordance
with the Plan, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
Blackwell Sanders Matheny Weary & Lombardi LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 19,
1996 (except Note 11 as to which the date is September 4, 1996),
appearing on page 16 of O'Sullivan Industries Holdings,
Inc.'s Annual Report on Form 10-K for the year ended June 30,
1996.
PRICE WATERHOUSE LLP
Fort Worth, Texas
May 21, 1997
