As filed with the Securities and Exchange Commission on November 24, 1998
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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WEBCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
---------------------------
Oklahoma 73-1097133
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
________________________
9101 West 21st Street
Sand Springs, Oklahoma 74063
(918) 241-1000
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
---------------------------
Mike Howard
Webco Industries, Inc.
9101 West 21st Street
Sand Springs, Oklahoma 74063
(918) 241-1000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
---------------------------
Copies to:
Larry W. Sandel
Hall, Estill, Hardwick, Gable, Golden & Nelson
320 South Boston Avenue, Suite 400
Tulsa, Oklahoma 74103
(918) 594-0400
__________________
<PAGE>
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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: [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered* Per Unit* Price* Fee*
<S> <C> <C> <C> <C>
Common Stock, 830,000 $7.00 $5,810,000 $1,616
$.01 par value
<FN>
* Estimated pursuant to rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the bid and
asked prices of the Registrants Common Stock on November 19, 1998.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
</TABLE>
<PAGE>
PROSPECTUS
830,000 Shares
WEBCO INDUSTRIES, INC.
Common Stock
($.01 par value)
All of the Shares of Common Stock will be sold by certain stockholders. Webco
will not receive proceeds from any sale.
Webco originally issued the Shares in a merger that resulted in Phillips &
Johnston, Inc. becoming a wholly-owned subsidiary. In the merger Webco agreed
to register the Shares and to pay all of the cost of registration.
_________________________
Beginning on page 6 we have listed several Risk Factors which you should
consider before making a decision to purchase the Shares.
The Common Stock is listed and traded on the American Stock Exchange under the
symbol WEB. On November 19, 1998, the closing price of the Common Stock was
$7.00 per share.
_________________________
Neither The Securities And Exchange Commission Nor Any State Securities
Commission Has Approved Or Disapproved Of These Securities Or Passed Upon The
Accuracy Or Adequacy Of This Prospectus. Any Representation To The Contrary
Is A Criminal Offense.
_________________________
The date of this Prospectus is _____________, 1998.
<PAGE>
TABLE OF CONTENTS
Page
About the Company 5
Where You Can Find More Information 5
Documents Incorporated by Reference 5
Forward Looking Statements 6
Risk Factors 6
Use of Proceeds 8
Selling Stockholders 8
Plan of Distribution 8
Experts 9
Legal Matters 9
You should rely only on the information contained in this Prospectus. Webco
has not authorized anyone to provide you with information that is different
from that contained in this Prospectus. The Shares will only be offered and
sold in jurisdictions where the offers and sales are permitted. The
information contained in this Prospectus is accurate only as of the date of
this Prospectus.
In this Prospectus, the terms "Company", "Webco", "we", "us" and "our" refer
to Webco Industries, Inc., including its divisions and subsidiary.
<PAGE>
ABOUT THE COMPANY
Webco is a specialty manufacturer of high-quality carbon steel tubing and
stainless steel tubing products designed to industry and customer
specifications. Webco's tubing products consist primarily of: welded carbon
heat exchanger tubing, welded boiler tubing, stainless tube and pipe, and
advanced carbon mechanical tubing for use in consumer durable and capital
goods. Management believes that Webco is the domestic market leader in the
manufacture of welded carbon heat exchanger tubing and welded carbon boiler
tubing, and the leading supplier of stainless tubing for certain niche
applications. Our subsidiary, Phillips & Johnston, Inc. ("P&J"), represents
several manufacturers in the sale of various non-competing mechanical and
specialty tubular products made from copper, brass, aluminum and stainless and
carbon steel, among others. This representation allows us to better serve our
customers by offering a full range of tubing products. Our QuikWater division
manufactures and markets a patented direct contact water heater for commercial
and industrial applications. We have three production facilities in Oklahoma
and Pennsylvania and five distribution facilities in Oklahoma, Texas, Illinois
and Michigan, serving more than 1,300 customers throughout North America.
Webco is an Oklahoma corporation founded in 1969 by F. William Weber,
chairman of the board and chief executive officer. On June 29, 1998, we merged
with P&J, a Chicago based sales organization and value added processor of
tubular products. In the merger we exchanged 830,000 shares of our Common
Stock for all of the outstanding stock of P&J. As a result of the merger,
P&J became a wholly-owned subsidiary of the Company. The merger has been
accounted for under the pooling of interests method of accounting.
Accordingly, all historical financial information incorporated by reference in
the Prospectus has been restated as if Webco and P&J have always been
combined.
WHERE YOU CAN FIND MORE INFORMATION
Webco files annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document we file at the SEC's public reference room at
Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. You should call 1-800-SEC-0330 for more information on the public
reference room. The SEC maintains an internet site at http://www.sec.gov where
certain information regarding Webco may be found.
This Prospectus is part of a registration statement that we filed with the SEC
(Registration No. ______). The registration statement contains more
information than is included in this Prospectus regarding Webco and its Common
Stock, including certain exhibits and schedules. You can get a copy of the
registration statement from the SEC at the address listed above or from its
internet site.
We intend to furnish our shareholders with annual reports containing audited
financial statements certified by an independent accounting firm.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate" into this Prospectus information we file
with the SEC in other documents. This means that we can disclose important
information to you by referring to those other documents. The incorporated
information may also include documents we file after the date of this
Prospectus which will update and supersede the information you read in this
Prospectus. We are incorporating by reference the documents listed below
(Commission File No. 0-23242), except to the extent information in those
<PAGE>
documents is different from the information contained in this Prospectus. We
are also incorporating by reference all future documents filed with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934 until we terminate the offering of these Shares.
1. our Annual Report on Form 10-K for the year ended July 31, 1998;
2. our Current report on Form 8-K filed on July 14, 1998, including the
Form 8-K/A amendment thereto filed on September 11, 1998;
3. our definitive Proxy Materials for the Annual Meeting of Shareholders
to be held on December 2, 1998, filed on November 11, 1998; and
4. the description of our Common Stock contained in our Registration
Statement on Form 8-A dated January 14, 1994, including any amendments or
reports filed for the purpose of updating such description.
You may request a copy of these documents, at no cost, by writing to: Webco
Industries, Inc. , 9101 West 21st Street, Sand Springs, Oklahoma 74063,
Attention: Corporate Secretary. Our telephone number is (918) 241-1000.
FORWARD LOOKING STATEMENTS
This Prospectus and the information incorporated herein by reference contains
various forward-looking statements within the meaning of Federal and state
securities laws, including statements identified or predicated by the words
"believes", "anticipates", "expects" or similar expressions. Such statements
are subject to a number of factors that could cause the actual results to
differ materially from those projected. Therefore, prospective purchasers are
cautioned not to place undue reliance upon such statements. Such factors
include, but are not limited to, those discussed under Risk Factors below.
RISK FACTORS
General Economic and Business Conditions. Many of our products are sold to
industries that experience significant fluctuations in demand based on
economic conditions or other matters beyond our control. No assurance can be
given that we will be able to increase or maintain our level of sales in
periods of economic stagnation or downturn.
Competition from Imports. The domestic tubular products market is affected by
the level of imports of tubular products. High levels of imports may reduce
the volume sold by domestic producers and depress selling prices. In addition,
the strength of the U.S. Dollar and the willingness of some foreign importers
to maintain volumes by sacrificing profit margins may create circumstances
where product pricing is at levels that are marginally profitable or even
unprofitable. Webco believes that import levels and import pricing are
affected by, among other things, overall worldwide demand for tubular
products, global economic conditions, government subsidies to foreign
producers and the weakness or absence of governmentally imposed trade
restrictions in the United States. Given the recent decline in certain of the
economies of Asia, South America and Eastern Europe, increased competition
from foreign imports should be anticipated.
<PAGE>
Changes in Manufacturing Technology. Over the past 10 years, there have been
significant advances in the technology relating to the manufacture of carbon
and stainless steel tubing. These advances have increased the speed at which
tubing can be manufactured, the quality of the tubing and the types and
densities of materials that can be welded into tubes for advanced
manufacturing processes. In many circumstances, our ability to remain current
with manufacturing technologies is necessary if we are to compete with other
domestic producers and foreign imports. Maintaining current manufacturing
technologies and capabilities requires investment of capital.
Industry Capacity. Webco and many of our competitors in both the stainless
and carbon steel tubing markets have expanded production capacity over the
past decade. Continued significant expansion could result in industry over-
capacity which in turn could result in a decline in product pricing. Over-
capacity could also result from a precipitous decrease in demand or a
significant increase in foreign imported supply.
Domestic Competition. Specialty steel tube manufacturing is a highly
competitive market in which Webco competes with other companies on the basis
of price, quality, service and ability to fill orders on a timely basis. We
have different competitors within each of our markets. Certain of these
competitors are larger and have greater financial resources than we do. Sales
of some of our products represent a high percentage of the market demand for
these products, and could be targeted by competitors.
Raw Material Costs and Availability. The largest component of our cost of
sales is for raw materials. These costs can vary over time due to changes in
steel pricing which are influenced by numerous factors beyond our control,
including general economic conditions, foreign imports, domestic competition,
labor costs, import duties and other trade restrictions. Reductions in our
raw material costs may lag behind pressure to reduce our prices or increases
in raw material costs may precede increases in our prices, thereby affecting
our profit margins.
Loss of Significant Customers and Customer and Vendor Work Stoppages. We sell
tubular products to a diverse group of more than 1,300 customers. No single
customer represents more than 4% of our 1998 net sales, and no one end-use
sector represents more than 14% of our 1998 net sales. Still, the loss of any
significant customer, or a work stoppage at a significant customer or in an
important end-use sector, such as automotive, could have an adverse effect on
our results of operations.
Successful Implementation of Enterprise Software. We are currently installing
an enterprise software system designed to modernize our information technology
needs, improve management data and solve issues we may have that are
associated with the Year 2000 (Y2K). Our inability to successfully complete
this project would require us to pursue other information technology solutions
and delay compliance with Y2K, thereby forcing us to potentially manually
verify our business transactions for some period of time.
Y2K Compliance by Customers and Vendors. Failure by our customers and vendors
to find adequate solutions to their own Y2K issues could have an adverse
effect on Webco. For example, our customers could experience a significant
interruption in their buying patterns and volumes while our vendors could be
unable to timely supply product required for our manufacturing processes.
USE OF PROCEEDS
Webco will not receive any of the proceeds from the sale of any of the Shares
by the Selling Stockholders.
SELLING STOCKHOLDERS
All of the Shares offered hereby were acquired by the Selling Stockholders in
<PAGE>
the Merger. After the Merger, Mr. Kowalski has continued to serve as the
President of Phillips & Johnston, Inc. and as a member of the Board of
Directors of Webco. Mr. Pressly, a former vice president of P&J, is Vice
President and General Manager of the Company's QuikWater division.
The following table sets forth for each Selling Stockholder, as of July 31,
1998, the number of shares of Common Stock beneficially owned by such Selling
Stockholder prior to this offering, the maximum number of Shares to be offered
and sold from time to time by such Selling Stockholder and the number of
shares of Common Stock to be beneficially owned by such Selling Stockholder
after this offering. This table assumes that the number of shares to be
offered and sold constitute all of the shares of Common Stock beneficially
owned by the Selling Stockholder.
Shares Shares
Beneficially Shares Beneficially
Owned Prior Being Owned After
Name to Offering Offered the Offering
Christopher L. Kowalski, 415,000 415,000 --
as Trustee of the
Christopher L. Kowalski
Declaration of Trust
Robert N. Pressly 265,000 265,000 --
as Trustee of the
Robert N. Pressly
Declaration of Trust
Elizabeth A. Pressly 150,000 150,000 --
as Trustee of the
Elizabeth A. Pressly
Declaration of Trust
__________________________
Robert N. Pressly and Elizabeth A. Pressly are husband and wife.
PLAN OF DISTRIBUTION
Webco will not receive any proceeds from the sale of the Shares by the Selling
Stockholders. Each of the Selling Stockholders may sell his Shares directly
or through broker-dealers or underwriters who may act solely as agents, or who
may acquire shares as principals. The Shares may be sold from time to time by
the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest to the Selling Stockholders. Each Selling Stockholder
may pledge all or a portion of the Shares owned by him as collateral for loan
transactions and, upon default by such Selling Stockholder, the pledgee would
have the same rights of sale as the Selling Stockholder under this
Prospectus. Each Selling Stockholder may also transfer Shares in other ways
<PAGE>
not involving market makers or established trading markets, including directly
by gift, distribution or other transfer without consideration, and upon any
such transfer the transferee would have the same rights of sale as the Selling
Stockholder under this Prospectus. The distribution of the Shares may be
effected in one or more transactions that may take place on the American Stock
Exchange, including block trades or ordinary brokers transactions, or through
market makers, in privately negotiated transactions, or through an
underwritten public offering, or through a combination of any such methods of
sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. In addition, any
Shares which qualify for sale pursuant to Rule 144 of the Securities Act of
1933, as amended (the Securities Act) may be sold under Rule 144 rather than
pursuant to this Prospectus. Usual and customary or specifically negotiated
fees, discounts or commissions may be paid by the Selling Stockholders in
connection with such sales.
The aggregate proceeds to the Selling Stockholders from the sale of the Shares
will be the purchase price of the Shares sold less the aggregate fees,
commissions and discounts, if any, paid by the Selling Stockholders to third
parties and other expenses of issuance and distribution not borne by the
Company. The Selling Stockholders and any dealers or agents that participate
in the distribution of the Shares may be deemed to be underwriters within
the meaning of the Securities Act, and any commission received by them and any
profit on the resale of the Shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act.
The Company will bear all of the expenses of registration of the Shares under
the Federal and state securities laws, including filing fees. Such expenses
payable by the Company are currently estimated to be $30,000.
The Company has advised the Selling Stockholders that the anti-manipulative
provisions of Regulation M under the Exchange Act may apply to their sales in
the market. We have furnished each Selling Stockholder with a copy of
Regulation M and have informed them of the need for delivery of copies of this
Prospectus. There can be no assurance that any of the Selling Shareholders
will sell any of the Shares offered by them hereunder.
EXPERTS
The consolidated balance sheets of the Company as of July 31, 1998 and 1997,
and the related consolidated statements of operations, changes in
stockholders equity and cash flows for each of the three years in the period
ended July 31, 1998, incorporated by reference in this Prospectus and in the
Registration Statement of which this Prospectus forms a part, have been
incorporated herein in reliance on the report, which report indicates that
PricewaterhouseCoopers LLP has relied on the report of Dugan & Lopatka as it
relates to the audit of the financial statements of P&J as of December 31,
1997 and for the years ended December 31, 1997 and 1996, of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
The balance sheet of P&J as of December 31, 1997 and 1996, and the related
statements of income, changes in shareholders equity and cash flows for each
of the two years in the period ended December 31, 1997, included in Webco's
financial statements as of July 31, 1997 and for the years ended July 31, 1997
and 1996, which financial statements are incorporated by reference in this
Prospectus and in the Registration Statement of which this Prospectus forms a
part, have been incorporated herein in reliance on the report of Dugan &
Lopatka, independent accountants, given on the authority of said firm as
experts in accounting and auditing.
<PAGE>
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed upon
for the Company by Hall, Estill, Hardwick, Gable, Golden & Nelson, PC, Tulsa,
Oklahoma. Attorneys who are shareholders or employed by Hall, Estill,
Hardwick, Gable, Golden & Nelson, PC who have provided advice with respect to
this offering in the aggregate own less than $50,000 in value of the Company's
securities.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses in connection with the distribution
of the securities being registered:
Securities and Exchange Commission Registration Fee $1,616
Accounting Fees and Expenses 1,500
Attorneys Fees and Expenses 5,000
AMEX Listing Fees 17,500
Printing and copying 2,000
Miscellaneous 2,384
Total $ 30,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Certificate of Incorporation and By-Laws
authorize the Company to indemnify any present or former director, officer,
employee, or agent of the Company, or a person serving in a similar post in
another organization at the request of the Company, against expenses,
judgments, fines, and amounts paid in settlement incurred by such person in
connection with any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, to the
maximum extent authorized by the Oklahoma General Corporation Act. Section
1031 of the Oklahoma General Corporation Act authorizes a corporation to
indemnify its directors, officers, employees, or agents in terms sufficiently
broad to permit such indemnification under certain circumstances for
liabilities (including provisions permitting advances for expenses incurred)
arising under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the SEC 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 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 Securities Act and will be governed by the final adjudication
of such issue.
ITEM 16. EXHIBITS
5.1 Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson
23.1 Consent of PricewaterhouseCoopers LLP
<PAGE>
23.2 Consent of Dugan & Lopatka
23.3 Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson
(included in Exhibit 5.1)
25.1 Power Of Attorney (contained on page 13)
ITEM 17. UNDERTAKINGS
(a) 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 to;
(i) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the Calculation of Registration Fee table in the effective
registration statement; and
(iii) include any additional or changed 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 15(d) or 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
<PAGE>
employee benefit plans annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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
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 Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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, or amendment thereto, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sand Springs, State of
Oklahoma on the 23rd day of November, 1998.
WEBCO INDUSTRIES, INC.
By:/s/ Michael P. Howard
Name: Michael P. Howard
Title: Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Dana S. Weber and Michael P. Howard, and each of them
singly, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities (including his or her
capacity as a director or officer of Webco Industries, Inc.) 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, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
/s/ F. William Weber Chairman of the Board,
F. William Weber Chief Executive Officer
and Director Dated: November 23, 1998
/s/ Dana S. Weber Vice Chairman of the Board
Dana S. Weber President, Chief Operating
Officer and Director Dated: November 23, 1998
/s/ Michael P. Howard Vice President, Treasurer
Michael P. Howard and Chief Financial
Officer Dated: November 23, 1988
/s/ Neven C. Hulsey Director Dated: November 23, 1998
Neven C. Hulsey
/s/ Frederick C. Ermel Director Dated: November 23, 1998
Frederick C. Ermel
/s/ Dr. Kenneth E. Case Director Dated: November 23, 1998
Dr. Kenneth E. Case
/s/ Christopher L. Kowalski President, Phillips &
Christopher L. Kowalski Johnston, Inc. and
Director Dated: November 23, 1998
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Dugan & Lopatka
23.3 Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson
(included in Exhibit 5.1)
25.1 Power of Attorney (contained on page 13)
<PAGE>
EX-5.1
Opinion of Hall, Estill & Hardwick
November 23, 1998
Webco Industries, Inc.
Sand Springs, Oklahoma
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of 830,000 shares
of your Common Stock (the Shares) to be offered for sale for the benefit of
certain Selling Stockholders. The Shares are to be sold from time to time by
the Selling Stockholders as described in the Registration Statement. As your
counsel in connection with this transaction, we have examined the proceedings
taken in connection with the issuance and sale of the Shares.
It is our opinion that the Shares are legally and validly issued, fully paid,
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and any
amendment thereto.
Very truly yours,
HALL, ESTILL, HARDWICK, GABLE,
GOLDEN & NELSON
<PAGE>
EX-23.1
Consent of PricewaterhouseCoopers LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 (File No. 333-__________) of our report dated September 9, 1998, on
our audits of the consolidated financial statements of Webco Industries, Inc.
as of July 31, 1998 and 1997 and for the years ended July 31, 1998, 1997 and
1996, which report is included in the Annual Report on Form 10-K for the year
ended July 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Tulsa, Oklahoma
November 23, 1998
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EX-23.2
Consent of Dugan & Lopatka
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 (File No. 333-__________) of our report dated June 29, 1998, on our
audits of the financial statements of Phillips & Johnston , Inc. as of
December 31, 1997 and 1996 and for the years ended December 31, 1997 and
1996, which report is included in the Current Report of Webco Industries, Inc.
(commission file number 0-23242) on Form 8-K/A filed on September 11, 1998.
We also consent to the incorporation by reference in this Registration
Statement of our report dated June 29, 1998, on our audits of the financial
statements, which financial statements are included in the consolidated
financial statements of Webco Industries, Inc., as of July 31, 1997 and for
the fiscal years ended July 31, 1996 and July 31, 1997, of Phillips &
Johnston, Inc., as of December 31, 1997 and for the years ended December 31,
1997 and 1996, which report is included in the Annual Report on From 10-K of
Webco Industries, Inc. (commission file No. 0-23242) for the fiscal year ended
July 31, 1998.
DUGAN & LOPATKA
Wheaton, Illinois
November 23, 1998
November 23, 1998
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VIA EDGAR
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Re: Webco Industries, Inc. Registration Statement on Form S- 3
Proposed sale of 830,000 shares of Common Stock by Selling Stockholders
Ladies and Gentlemen:
On behalf of Webco Industries, Inc. (the Registrant), I hereby attach
(via EDGAR) for filing under the Securities Act of 1933, as amended
(the Act), the above-described Registration Statement. The filing fee in
the amount of $1,616 has been paid.
Should you have any questions with regard to the above, please call the
undersigned, collect, at (918) 241-1094.
Sincerely,
/s/ Michael P. Howard
Michael P. Howard
Vice President, Finance and
Administration
