<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
CAMERON ASHLEY BUILDING PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-1984957
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
11651 PLANO ROAD, SUITE 100, DALLAS, TEXAS 75243
(214) 860-5100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CAMERON ASHLEY BUILDING PRODUCTS, INC.
1996 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
----------------------
F. DIXON MCELWEE
CAMERON ASHLEY BUILDING PRODUCTS, INC.
11651 PLANO ROAD, SUITE 100
DALLAS, TEXAS 75243
(214) 860-5100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
DOUGLAS B. CHAPPELL, ESQ.
ALSTON & BIRD
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
(404) 881-7777 (FAX)
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CALCULATION OF REGISTRATION FEE
<TABLE>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock 1,500,000 $13.875 $20,812,500 $6,307
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- ---------------------------------------------------------------------------------------
</TABLE>
(1) Of the 1,500,000 shares being registered, all are reserved for issuance
pursuant to stock incentives.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c), based upon the average of high and low prices reported on
the NASDAQ National Market System on April 1, 1997.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this Registration Statement will be
sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Cameron Ashley Building Products, Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1997.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement, filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement, and 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 herein and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Amended and Restated Bylaws, as amended, and the
Amended and Restated Articles of Incorporation, as amended, provide that
directors and officers of the Registrant will be indemnified by the
Registrant to the fullest extent authorized by Georgia law, as it now exists
or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of the
Registrant. The Amended and Restated Articles of Incorporation, as amended,
also provide that the right of directors and officers to indemnification is
not exclusive of any other right now possessed or hereafter acquired under
any statute, agreement or otherwise. The Registrant and its officers and
directors have entered into indemnification agreements provided for mandatory
indemnification consistent with the provisions in the Bylaws.
The Registrant's Amended and Restated Articles of Incorporation provide
that Directors of the Registrant will not be personally liable for monetary
damages to the Registrant for certain breaches of their fiduciary duty as
II-1
<PAGE>
directors, except for (i) any appropriation of any business opportunity of
the Company in violation of his duties to the Registrant or its shareholders,
(ii) acts or omissions which involve intentional misconduct or a knowing
violation of law, (iii) approval of certain illegal dividends or redemptions
and (iv) transactions approved by the directors from which they derive an
improper personal benefit. In appropriate circumstances, equitable remedies
or nonmonetary relief, such as an injunction, will remain available to a
shareholder seeking redress from any such violation. In addition, the
provision applies only to claims against a director arising out of his role
as a director and not in any other capacity (such as an officer or employee
of the Registrant).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Amended and Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement on
Form S-1 filed with the Commission on February 8, 1994). (Registration
No. 33-75054)
4.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 of
the Registrant's Registration Statement on Form S-1 filed with the
Commission on February 8, 1994) (Registration No. 33-75054).
5 Opinion of Alston & Bird, counsel to Registrant, as to the legality of the
securities being registered.
23.1 Consent of Alston & Bird (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (see signature pages to this Registration Statement)
ITEM 9. 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
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.
(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 Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's 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
II-2
<PAGE>
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereto.
(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.
II-3
<PAGE>
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 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 Dallas, State of Texas, on
April 2, 1997.
CAMERON ASHLEY BUILDING PRODUCTS, INC.
By: /s/ F. Dixon McElwee
-----------------------------------
F. Dixon McElwee
Vice President - Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints F. Dixon McElwee, Ronald R. Ross and
Walter J. Muratori, and each of them, as true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for him or her
and in his name or her name, place and stead, in any and all capacities, 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 and to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all which 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 hereof.
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/ Ronald R. Ross Chairman of the Board and April 2, 1997
- ----------------------------- Chief Executive Officer
Ronald R. Ross (Principal Executive Officer)
/s/ Walter J. Muratori President and Director April 2, 1997
- -----------------------------
Walter J. Muratori
/s/ F. Dixon McElwee Vice President -- Chief Financial April 2, 1997
- ----------------------------- Officer (Principal Financial and
F. Dixon McElwee Accounting Officer)
/s/ J. Veronica Biggins Director April 2, 1997
- -----------------------------
J. Veronica Biggins
/s/ Richard L. Cravey Director April 2, 1997
- -----------------------------
Richard L. Cravey
II-4
<PAGE>
/s/ Harry K. Hornish Director April 2, 1997
- -----------------------------
Harry K. Hornish
/s/ Donald S. Huml Director April 2, 1997
- -----------------------------
Donald S. Huml
/s/ Allen J. Keesler, Jr. Director April 2, 1997
- -----------------------------
Allen J. Keesler, Jr.
/s/ Don A. Rice, Ph.D. Director April 2, 1997
- -----------------------------
Don A. Rice, Ph.D.
/s/ Edwin A. Whalen, Jr. Director April 2, 1997
- -----------------------------
Edwin A. Whalen, Jr.
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- ----
5 Opinion of Alston & Bird, counsel to the Registrant,
as to legality of Securities being registered
23.1 Consent of Alston & Bird (contained in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (contained on page II-4)
<PAGE>
[LETTERHEAD]
March 24, 1997
Cameron Ashley Building Products, Inc.
11651 Plano Road, Suite 100
Dallas, Texas 75243
Re: Cameron Ashley Building Products, Inc. S-8
Ladies and Gentlemen:
We have acted as counsel for Cameron Ashley Building Products, Inc., a
Georgia corporation (the "Corporation"), in connection with the referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed
by the Corporation with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and covering
1,500,000 shares of the Corporation's common stock, $0.01 par value ("Common
Stock"), that may be issued pursuant to the Cameron Ashley Building Products,
Inc. 1996 Stock Incentive Plan (the "Plan"). This Opinion Letter is rendered
pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
This Opinion Letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards Applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal
Opinion Committee of the Corporate and Banking Law Section of the State Bar
of Georgia (the "Interpretive Standards"), which Interpretative Standards are
incorporated in this Opinion Letter by this reference. Capitalized terms
used in this Opinion Letter and not otherwise defined herein shall have the
meanings assigned to such terms in the Interpretive Standards and in the
Registration Statement.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of
the Corporation, certificates of public officials and such other documents as
we have deemed appropriate as a basis for the opinions hereinafter set forth.
The opinions set forth herein are limited to the laws of the State of
Georgia as expressed in the Georgia Business Corporation Code, in reliance
solely on published general compilations thereof as of the date hereof.
<PAGE>
Cameron Ashley Building Products, Inc.
March 24, 1997
Page 2
Based upon the foregoing, it is our opinion that the 1,500,000 shares of
Common Stock covered by the Registration Statement and to be issued pursuant
to the Plan, when issued accordance with the terms and conditions of the
Plan, will be legally and validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the
Registration Statement, may be relied upon by you and the Commission only in
connection with the Registration Statement, and may not be relied upon by any
other person or for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Douglas B. Chappell
-------------------------------------
Douglas B. Chappell, a Partner
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Cameron Ashley Building Products, Inc. of our
reports dated December 13, 1996, appearing in the Annual Report on Form 10-K
of Cameron Ashley Building Products, Inc. for the year ended October 31, 1996.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Dallas, Texas
April 2, 1997
