As filed with the Securities and Exchange Commission on October 9, 1997
Registration No. 333-_____
Registration No. 33-80242
(Post-Effective Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________
MONROC, INC.
------------
(Exact name of registrant as specified in its charter)
Delaware 87-0436697
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1730 Beck Street
Salt Lake City, Utah 84116
----------------------------------------
(Address of Principal Executive Offices)
_______________________
MONROC, INC.
1994 STOCK OPTION PLAN
----------------------
(Full title of the plan)
L. William Rands
Vice President--Finance
Monroc, Inc.
1730 Beck Street
Salt Lake City, Utah 84116
---------------------------------------
(Name and address of agent for service)
(801) 359-3701
--------------
(Telephone number, including area code, of agent for service)
Copies to: ARTHUR B. RALPH, ESQ.
Van Cott, Bagley, Cornwall & McCarthy
50 South Main Street, Suite 1600
Salt Lake City, Utah 84144
(801) 532-3333
<PAGE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed
Title of Proposed Maximum
Securities Maximum Aggregate
to be Amount to be Offering Price Offering Amount of
Registered Registered Per Share 1 Price 1 Registration Fee 1
---------- ------------ -------------- --------- ------------------
Common Stock, 60,000 Shares $11.375 $682,500 $206.82
par value $.01
per share
___________________________________
1 Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as
amended, the registration fee has been calculated based upon a price of $11.375
per share, the average of the high and low sales prices as reported in the
consolidated reporting system (NASDAQ) for the Registrant's Common Stock on
October 8, 1997.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus to which this Registration Statement and Post-Effective Amendment to
Registration Statement relate is a combined prospectus and relates to
Registration Statement 33-80242 filed by the Registrant. The Post-Effective
Amendment constitutes Post-Effective Amendment No. 1 to Registration Statement
No. 33-80242 and shall become effective upon filing in accordance with Section
8(c) of the Securities Act of 1933 and Rule 464 promulgated thereunder.
Explanatory Note
This Registration Statement covers shares of Common Stock
issuable under the Monroc, Inc. 1994 Stock Option Plan. 200,000 shares of
Common Stock issuable under the 1994 Stock Option Plan were originally
registered pursuant to the Registrant's Registration Statement on Form S-8
(File No. 33-80242). This Registration Statement covers an additional 60,000
shares of Common Stock issuable under the 1994 Stock Option Plan as a result of
the approval by the stockholders of the Company of an amendment to the 1994
Stock Option Plan on May 21, 1997.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
Form S-8 will be sent or given to employees as specified by Rule 428(b)(1).
Such documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
The following prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of Common Shares previously acquired by the persons
named therein upon the exercise of options granted under the Monroc, Inc. 1994
Stock Option Plan.
3
<PAGE>
REOFFER PROSPECTUS
--------------------
MONROC, INC.
1730 Beck Street
Salt Lake City, Utah 84116
(Telephone) (801) 359-3701
260,000 Shares of Common Stock under the
Monroc, Inc. 1994 Stock Option Plan
This Prospectus relates to the offer and sale of 260,000 shares of
Common Stock, $.01 par value (the "Shares"), of Monroc, Inc. (the "Company")
which may be offered hereby from time to time by any or all of the selling
shareholders named herein (the "Selling Shareholders"). The Shares offered
hereby have been or will be acquired pursuant to the exercise of options that
have been granted by the Company pursuant to its 1994 Stock Option Plan (the
"Plan"). Any Shares which are offered hereby will be offered for the
respective accounts of the Selling Shareholders. This Prospectus does not
relate to the sale or issuance by the Company of any securities. The Company
will not receive any proceeds from the sale of the Shares by the Selling
Shareholders. The Company will receive an amount equal to the exercise prices
of the options relating to the Shares.
All or a portion of the Shares offered hereby may be offered for
sale, from time to time, in the NASDAQ National Market System ("NMS"), or
otherwise, at prices and terms then obtainable. All brokers' commissions or
discounts will be paid by the Selling Shareholders. However, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act"), may be sold
under Rule 144 rather than pursuant to this Prospectus. All expenses incurred
in connection with the preparation and filing of this Prospectus and the
related Registration Statement are being borne by the Company.
The Company's Common Stock is traded through the NASDAQ National
Market System under the symbol "MROC". On October 8, 1997, the closing bid
price for the Company's Common Stock as reported by the NMS was $11.375 per
share.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is October 8, 1997
<PAGE>
No person has been authorized to give any information or to make
any representations, other than those contained in this Prospectus, in
connection with the offering made hereby, and, if given or made, such
information or representations must not be relied upon. Neither the delivery
of this Prospectus nor any offer, solicitation or sale made hereunder shall,
under any circumstances, create an implication that there has been no change in
the affairs of the Company since the date hereof or that the information herein
is correct as of any time subsequent to its date. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it is unlawful to make any such offer
or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy materials and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549; Seven World Trade Center, Suite
1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may also be
obtained at prescribed rates from the Public Reference Branch of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.
This information is also available from the Commission's Internet web site at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Form 10-K Annual Report referred to in (a) above; and
(c) The description of the Common Stock of the Company which is
contained in the Company's Registration Statement on Form 8-A filed pursuant to
Section 12(g) of the Exchange Act, effective May 5, 1994, including any
amendment thereto or report filed under the Exchange Act for the purpose of
updating such description.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment which
indicates that all securities being offered pursuant hereto have been sold or
which deregisters all such securities then remaining unsold, also shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
The Company will provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
such person a copy of any or all of the documents which have been or may be
incorporated by reference in this Prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Requests should be directed to Monroc, Inc., 1730 Beck
Street, Salt Lake City, Utah 84116 (Telephone number (801) 359-3701),
Attention: Secretary.
2
<PAGE>
Any statement contained herein or in a document or information
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document which also
is, or is deemed to be, incorporated herein by reference, modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as modified or superseded, to constitute a part of this
Prospectus. All information appearing in this Prospectus is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference, except to the
extent set forth in the immediately preceding statement.
THE COMPANY
The Company was incorporated in Delaware in 1986 and is the
successor to a Utah corporation which was incorporated in 1920. The Company
was organized in 1986 to purchase the assets of its predecessor corporation
through a leveraged Employee Stock Ownership Plan.
The Company produces and sells to the construction industry, ready-
mix concrete, prestressed and precast concrete building components, sand and
gravel products, and accessories for the concrete trade. The Company owns 18
plants in Utah, Idaho and Wyoming. Its products are sold in Utah, Idaho,
Wyoming and adjoining states, including Colorado, Nevada, Arizona, Montana and
New Mexico and, to a lesser extent, Washington, Oregon and California.
The Company's Wyoming operations, purchased in 1994, are also
equipped to do certain construction projects, such as irrigation ditch lining,
road grading and excavation, and to rent equipment for such projects. In
addition, the Company sells concrete accessories for use in the finishing of
concrete primarily through its Idaho and Wyoming operations. The revenues
generated by the foregoing construction activities in connection with the
Company's Wyoming operations and the sale of concrete accessories account for
only a small percentage of the Company's total revenues.
PLAN OF DISTRIBUTION
The Shares are being offered for the respective accounts of the
Selling Shareholders. The Company will not receive any proceeds from the sale
of any Shares by the Selling Shareholders. The Company will receive an amount
equal to the exercise prices of any options which are exercised by the Selling
Shareholders.
The Selling Shareholders have advised the Company that all or a
portion of the Shares offered hereby may be offered for sale, from time to
time, in the NASDAQ National Market System, or otherwise, at prices and terms
then available in brokers' transactions, negotiated transactions or otherwise.
There is no assurance that any of the Selling Shareholders will sell any or
all of the Shares offered by them.
In connection with the sale of Shares offered hereby, the Selling
Shareholders and any dealers that participate with the Selling Shareholders in
the distribution of such Shares may be deemed to be underwriters and any
commissions received by them and any profit on the resale of Common Shares
positioned by them might be deemed to be underwriting discounts and commissions
under the Securities Act.
3
<PAGE>
SELLING SHAREHOLDERS
This Prospectus covers the offer and sale of 260,000 shares of
Common Stock which may be, or have been, acquired by the Selling Shareholders
upon the exercise of options ("Options") granted under the Plan.
The following table and accompanying footnotes set forth (i) the
name and position with the Company of each Selling Shareholder, (ii) the number
of shares of Common Stock beneficially owned by each Selling Shareholder as of
June 30, 1997 (including Options which are currently exercisable or exercisable
within 60 days of the date hereof ("Currently Exercisable Options")), (iii) the
number of shares of Common Stock which each Selling Shareholder has acquired
pursuant to the Plan or may acquire pursuant to the exercise of Options granted
to such Selling Shareholder under the Plan, some or all of which shares of
Common Stock may be sold from time to time pursuant to this Prospectus, and
(iv) the number of shares of Common Stock and the percentage, if 1% or more, of
the Company's outstanding shares of Common Stock to be beneficially owned by
each Selling Shareholder after completion of this offering, assuming the sale
of all Shares offered hereby. The table includes all persons who are eligible
to resell Shares hereunder and the amount of Shares available to be resold
after the exercise of Options granted to each such Selling Shareholder, whether
or not such Selling Shareholder has a present intent to resell. There is no
assurance that any of the Selling Shareholders will sell any or all of the
Shares offered by them hereunder.
Number of Common Shares
-------------------------------------------------
(i) (ii) (iii) (iv)
Name and Position
with the Company Beneficially Maximum Beneficially
Within the Past Owned as of Offered owned after
Three Years June 30, 1997 Hereby(a) Offering(b)
- ----------------- ---------------- ------------ --------------
James E. Dahl 13,000 13,000 0
Director
William T. Lightcap 5,000 5,000 0
Director
Jules Ross 10,000 10,000 0
Director
L. William Rands 43,658 17,000 26,658
Vice President -
Finance
Delbert H. Tanner 13,000 13,000 0
Director
(a) Includes the number of shares of Common Stock which each
Selling Shareholder has acquired pursuant to the Plan or may acquire pursuant
to the exercise of Options granted to such Selling Shareholder under the Plan
(whether or not they are currently exercisable options), some or all of which
shares of Common Stock may be sold from time to time pursuant to this
Prospectus.
4
<PAGE>
(b) Assumes that all shares of Common Stock offered hereby are
sold. Each amount in this column represents less than 1% of the outstanding
Common Stock as of June 30, 1997.
As of June 30, 1997, there were 4,467,000 outstanding shares of Common Stock.
DESCRIPTION OF COMMON STOCK
The following summary of the terms and provisions of the Company's
Common Stock does not purport to be complete and is qualified in its entirety
by reference to the pertinent sections of the Company's Certificate of
Incorporation and its By-laws.
The Company is authorized to issue 20,000,000 shares of Common
Stock, $.01 par value, and 1,000,000 shares of Preferred Stock, $.01 par value.
At June 30, 1997, 4,467,000 shares of Common Stock were issued and outstanding
and 260,000 shares of Common Stock were reserved for issuance upon the exercise
of options pursuant to the Plan. No shares of Preferred Stock were outstanding
on such date.
Common Stock
Subject to the rights and preferences of any shares of Preferred
Stock which may be issued by the Company, as described below, the holders of
shares of Common Stock of the Company are entitled to share equally on a per
share basis in such dividends as may be declared by the Board of Directors out
of funds legally available therefor. There are presently no plans to pay
dividends with respect to the shares of Common Stock. Upon liquidation,
dissolution or winding-up of the Company, after payment of creditors and the
holders of any senior securities of the Company, the assets of the Company will
be divided pro rata on a per share basis among the holders of the shares of
Common Stock. There are no conversion or redemption privileges with respect to
the Common Stock.
Holders of shares of Common Stock of the Company are entitled to
cast one vote for each share held at all stockholders' meetings for all
purposes, including the election of directors. The Common Stock does not have
cumulative voting rights, which means that the holders of more than 50% of the
Common Stock can elect 100% of the Directors of the Company if they choose to
do so. The By-laws of the Company require that only a majority of the issued
and outstanding shares of Common Stock of the Company need be represented to
constitute a quorum and to transact business at a stockholders' meeting.
Preferred Stock
The Company's authorized shares of Preferred Stock can be issued
with such designations, rights and preferences as may be determined from time
to time by the Board of Directors. Accordingly, the Board of Directors is
empowered, without shareholder approval, to issue Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of holders of the Company's Common
Stock. In the event of issuance, the Preferred Stock could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control of the Company. The Company has no present intention to
issue any shares of its Preferred Stock.
5
<PAGE>
Dividends
For the foreseeable future, it is anticipated that earnings, if
any, which may be generated from the operations of the Company, will be used to
finance the growth of the Company and that cash dividends will not be paid to
stockholders.
Transfer Agent
The Registrar and Transfer Agent for the Company's Common Stock is
First Security Bank of Utah, N.A., 79 South Main Street, Salt Lake City, Utah
84111.
INDEMNIFICATION
The Certificate of Incorporation of the Company provides that all
directors, officers, employees and agents of the Company shall be entitled to
be indemnified by the Company to the fullest extent permitted by law.
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, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
LEGAL OPINIONS
The validity of the Common Stock offered hereby will be passed upon
for the Company by Van Cott, Bagley, Cornwall & McCarthy, Salt Lake City, Utah.
EXPERTS
The financial statements of Monroc, Inc. incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 have been audited by Grant Thornton LLP,
independent public accountants, as stated in their reports, and have been so
incorporated in reliance upon the authority of said firm as experts in
accounting and auditing.
5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 ("Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in subparagraph (a), above; and
(c) Description of the Registrant's Common Stock, par value $.01
per share, contained in the registration statement on Form 8-A filed pursuant
to Section 12(g) of the Exchange Act, effective May 5, 1994, including any
amendment thereto or report filed under the Exchange Act for the purpose of
updating such information.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a portion
of which is 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 which 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 amended,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable as the Registrant's stock is registered under
Section 12 of the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company has entered into agreements with each director and
officer pursuant to which the Company has agreed to indemnify each director and
officer to the maximum extent permitted by law.
The Certificate of Incorporation of the Company provides that all
directors, officers, employees and agents of the Company shall be entitled to
be indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:
II-1
<PAGE>
A director, or former director, shall not be liable to the
corporation or to any of its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that this
provision shall not eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under section 174 of the General Corporation Law
of the State of Delaware, pertaining to the liability of directors
for unlawful payment of dividends or unlawful stock purchase or
redemption; or (iv) for any transaction from which the director
derived an improper personal benefit.
Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes the indemnification of directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any threatened, pending or
completed action, suit or proceeding if the officer or director acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the corporation, and in the case of actions by or in the right
of the corporation, if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation, unless, despite the adjudication of liability, a court
otherwise determines. Indemnification also is authorized with respect to any
criminal action or proceeding where, in addition to the above, the officer or
director has no reasonable cause to believe that his conduct was unlawful.
The above discussion of the Company's Certificate of Incorporation
and Section 145 of the DGCL is only a summary and is qualified in its entirety
by the full text of each of the foregoing.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.01 Certificate of Incorporation of the Company
(incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 33-75172)).
4.02 Amended and Restated Bylaws of the Company (incorporated
by reference to the Company's Registration Statement on Form
S-1 (File No. 33-75172)).
4.03 Monroc, Inc. 1994 Stock Option Plan, as amended, (filed as
Appendix B to the Company's Definitive Proxy Statement, dated
April 18, 1997, and incorporated herein by reference).
5 Opinion of Van Cott, Bagley, Cornwall & McCarthy*
23.01 Consent of Grant Thornton LLP.*
23.02 Consent of Van Cott, Bagley, Cornwall & McCarthy (included in
Exhibit 5 to this Registration Statement)
_________________________
* Filed herewith
II-2
<PAGE>
Item 9. Undertakings.
(a) Rule 415 Undertakings.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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;
(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 by the Registrant
pursuant to section 13 or section 15(d) of 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) Subsequent Exchange Act Filings Undertakings.
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 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) Indemnification Undertakings.
Reference is made to the provisions of the Company's Certificate of
Incorporation and the Delaware General Corporation Law, described in Item 6
hereof, which provide for certain rights of indemnification for officers and
directors of the Registrant.
II-3
<PAGE>
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the city of Salt Lake City, State of Utah on September 26,
1997.
Monroc, Inc.
By: /s/ L. William Rands
---------------------------
L. William Rands
Vice President--Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, on the date set forth above.
Signature Title
--------- -----
/s/ Robert L. Miller Chairman of the Board
- ----------------------
Robert L. Miller
/s/ Ronald D. Davis President and Chief Executive
- ---------------------- Officer(Principal Executive
Ronald D. Davis Officer)
/s/ L. William Rands Vice President - Finance,
- ---------------------- Treasurer and Secretary
L. William Rands (Principal Financial and
Accounting Officer)
/s/ William T. Lightcap Director
- -----------------------
William T. Lightcap
/s/ Jules Ross Director
- -----------------------
Jules Ross
/s/ Marc T. Scholvinck Director
- -----------------------
Marc T. Scholvinck
/s/ Michael A. Kane Director
- ----------------------
Michael A. Kane
- ---------------------- Director
James E. Dahl
/s/ Delbert H. Tanner Director
- ---------------------
Delbert H. Tanner
II-4
<PAGE>
LIST OF EXHIBITS
Item No. Exhibit
- -------- ---------
4.01 Certificate of Incorporation of the Company (incorporated by
reference to the Company's Registration Statement on Form S-1
(File No. 33-75172)).
4.02 Amended and Restated Bylaws of the Company (incorporated by
reference to the Company's Registration Statement on Form S-1
(File No. 33-75172)).
4.03 Monroc, Inc. 1994 Stock Option Plan, as amended, (filed as
Appendix B to the Company's Definitive Proxy Statement, dated
April 18, 1997, and incorporated herein by reference).
5 Opinion of Van Cott, Bagley, Cornwall & McCarthy
23.01 Consent of Grant Thornton LLP.
23.02 Consent of Van Cott, Bagley, Cornwall & McCarthy (included in
Exhibit 5 to this Registration Statement)
<PAGE>
Exhibit 5
October 6, 1997
Monroc, Inc.
1730 Beck Street
Salt Lake City, Utah 84116
Re: Monroc, Inc. 1994 Stock Option Plan
Gentlemen:
In our capacity as special counsel to Monroc, Inc., a Delaware
corporation (the "Company"), you have requested our opinion in connection with
the filing of a registration statement on Form S-8 (the "Registration
Statement") by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the issuance of up to 60,000 shares of Common Stock,
par value $.01 per share, of the Company (the "Shares") under the Company's
1994 Stock Option Plan, as amended (the "Plan").
In connection with the preparation of this opinion letter, and as
the basis for the opinion set forth below, we have made such investigations of
the General Corporation Law of the State of Delaware as we have deemed
relevant and necessary, and we have examined such documents and records as we
have deemed relevant and necessary.
Based upon and subject to the foregoing examination, we are of the
opinion that the sale and issuance of the Shares by the Company has been duly
authorized by the Company, and the Shares, when issued, delivered and paid for
as contemplated by the Plan, will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion letter as Exhibit
5 to the Registration Statement. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under Section
7 of the Securities Act or the General Rules and Regulations of the
Commission. This opinion letter does not extend to and may not be relied upon
or assigned to any other person or party.
Very truly yours,
VAN COTT, BAGLEY, CORNWALL & McCARTHY
By /s/ Arthur B. Ralph
Arthur B. Ralph
<PAGE>
EXHIBIT 23.01
CONSENT
We have issued our report dated February 11, 1997 accompanying the financial
statements of Monroc, Inc. appearing in the 1996 Annual Report on Form 10-K
for the year ended December 31, 1996 which is incorporated by reference in
this Registration Statement. We consent to the incorporation by reference in
the Registration Statement of the aforementioned report, and to the use of our
name as it appears under the caption "Experts."
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Salt Lake City, Utah
September 11, 1997
<PAGE>
