As filed with the Securities and Exchange Commission on October 6, 1997.
Registration No. 33-90964
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
SIMPSON MANUFACTURING CO., INC.
(Exact name of registrant as specified in its charter)
California 94-3196943
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4637 Chabot Drive, Suite 200, Pleasanton, California 94588
----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1995 INDEPENDENT DIRECTOR STOCK OPTION PLAN
-------------------------------------------
(Full title of the plan)
Stephen B. Lamson
Chief Financial Officer
4637 Chabot Drive, Suite 200
Pleasanton, CA 94588
(Name and address of agent for service)
(510) 460-9912
(Telephone number, including area code, of agent for service)
<PAGE>
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement
amends Registrant's Registration Statement on Form S-8 (File No. 33-90964),
which was filed on April 6, 1995 (the "Original S-8"), in connection with
Registrant's 1995 Independent Director Stock Option Plan (the "Plan").
Registrant incorporates herein by reference the contents of the Original
S-8. On May 15, 1997, the shareholders of Registrant approved an amendment
of the Plan to conform the Plan to certain amendments to the rules
promulgated by the Securities and Exchange Commission on May 30, 1996, under
section 16 of the Securities Exchange Act of 1934, as amended. A copy of
the Plan, as so amended, is filed as Exhibit 4.1 hereto.
Item 8. Exhibit.
4.1 1995 Independent Director Stock Option Plan, as amended through
March 6, 1997.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, 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 Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Pleasanton, State of California, on October 6, 1997.
SIMPSON MANUFACTURING CO., INC.
--------------------------------
(Registrant)
By: /s/Stephen B. Lamson
--------------------------------
Stephen B. Lamson
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stephen B. Lamson his or
her attorney-in-fact, with full power of substitution and resubstitution,
for him or her in any and all capacities, to sign any amendments to this
Post-Effective Amendment No. 1 to Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorney-in-fact, or his or her substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:
SIGNATURE DATE
/s/Thomas J Fitzmyers October 6, 1997
- ----------------------------------- --------------------
Thomas J Fitzmyers,
President, Chief Executive Officer
and Director (Principal Executive
Officer)
<PAGE>
/s/Stephen B. Lamson October 6, 1997
- ----------------------------------- --------------------
Stephen B. Lamson,
Chief Financial Officer, Treasurer,
and Director (Principal Financial
and Accounting Officer)
/s/Barclay Simpson October 6, 1997
- ----------------------------------- --------------------
Barclay Simpson,
Director
/s/Alan McKay September 26, 1997
- ----------------------------------- --------------------
Alan McKay,
Director
/s/Sunne Wright McPeak September 30, 1997
- ----------------------------------- --------------------
Sunne Wright McPeak,
Director
/s/Barry Lawson Williams September 28, 1997
- ----------------------------------- --------------------
Barry Lawson Williams,
Director
/s/Earl F. Cheit September 30, 1997
- ----------------------------------- --------------------
Earl F. Cheit,
Director
<PAGE>
INDEX TO EXHIBIT
----------------
Sequentially
Exhibit Numbered
Numbe Description Page
- ------- ------------------------------------- ------------
4.1 1995 Independent Director Stock 5
Option Plan, as amended through
March 6, 1997
EXHIBIT 4.1
-----------
SIMPSON MANUFACTURING CO., INC.
1995 INDEPENDENT DIRECTOR STOCK OPTION PLAN
Adopted March 6, 1995
and Amended through March 6, 1997
1. PURPOSES.
(a) The purpose of the Plan is to provide a means by which Independent
Directors of the Company may be given an opportunity to purchase stock of
the Company.
(b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Independent Directors of the Company, to secure and
retain the services of new Independent Directors, and to provide incentives
for such persons to exert maximum efforts for the success of the Company.
(c) The Company intends that the Options issued under the Plan shall be
Nonstatutory Stock Options. The grant date and terms of all Option
Agreements shall be as provided in section 6, and a separate certificate or
certificates will be issued for shares purchased on exercise of each Option.
2. DEFINITIONS.
(a) "Affiliate" means any parent corporation or subsidiary corporation
of the Company, whether now or hereafter existing, as those terms are
defined in sections 424(e) and (f), respectively, of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.
(e) "Common Stock" means the common stock of the Company.
(f) "Company" means Simpson Manufacturing Co., Inc., a California
corporation.
(g) "Continuous Status as an Independent Director" means the
relationship as an Independent Director is not interrupted or terminated.
The Board, in its sole discretion, may determine whether Continuous Status
as an Independent Director shall be considered interrupted in the case of:
(i) any leave of absence approved by the Board, including sick leave,
military leave or any other personal leave; or (ii) transfers between the
Company, Affiliates or their successors.
(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(i) "Independent Director" means a member of the Board who either (1)
is not currently employed by the Company or any Affiliate (service as a
Director and receipt of a director's fee being deemed not to constitute
"employment"), is not a former employee of the Company or any Affiliate who
is currently receiving compensation for prior services (other than benefits
under a tax qualified pension plan), was not an officer of the Company or an
Affiliate at any time, and is not currently receiving compensation from the
Company or any Affiliate for personal services in any capacity other than as
a Director; or (2) is otherwise considered an Outside Director.
(ju) "Non-Employee Director" means a member of the Board who satisfies
the requirements established from time to time by the Securities and
Exchange Commission for non-employee directors under Rule 16b-3.
(k) "Nonstatutory Stock Option" means an option not intended to qualify
as an incentive stock option within the meaning of section 422 of the Code
and the regulations promulgated thereunder.
(l) "Option" means a stock option granted pursuant to the Plan.
(m) "Option Agreement" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an Option. Each
Option Agreement shall be subject to the terms and conditions of the Plan.
(n) "Optionee" means an Independent Director who holds an outstanding
Option.
(o) "Outside Director" means a member of the Board who satisfies the
requirements established from time to time for outside directors under
section 162(m) of the Code.
(p) "Plan" means this Simpson Manufacturing Co., Inc. 1995 Independent
Director Stock Option Plan.
(q) "Rule 16b-3" means Rule 16b-3 under the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised
with respect to the Plan.
(r) "Securities Act" means the Securities Act of 1933, as amended.
3. ADMINISTRATION.
(a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection
3(c).
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(1) To determine from time to time which persons are eligible to be
granted Options under the Plan and the terms and conditions of each Option
granted (which need not be identical);
(2) To grant Options under the plan;
(3) To construe and interpret the Plan and Option Agreements and to
establish, amend and revoke rules and regulations for the Plan's
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement, in
a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective;
(4) To amend the Plan as provided in section 11; and
(5) To determine the terms and conditions of each Option granted
(which need not be identical).
All decisions, determinations and interpretations of the Board shall
be final and binding on all Optionees and any other holders of any Options
granted under the Plan.
(c) The Board may delegate administration of the Plan to a Committee of
the Board that will satisfy the requirements of Rule 16b-3. The Committee
shall consist solely of two or more Directors, each of whom is a Non-
Employee Director and an Outside Director, who shall be appointed by the
Board. Subject to the foregoing, from time to time the Board may increase
the size of the Committee and appoint additional qualified members, remove
members (with or without cause) and appoint new members in substitution
therefor, or fill vacancies, however caused. If administration is delegated
to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board
(and references in this Plan to the Board shall thereafter be deemed to
refer to the Committee), subject, however, to such resolutions, not
inconsistent with the Plan, as may be adopted from time to time by the
Board. The Board may abolish the Committee at any time and revest in the
Board the administration of the Plan.
4. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of section 10 relating to adjustments on
changes in stock, the stock that may be sold pursuant to Options shall not
exceed in the aggregate 40,000 shares of the Common Stock. If any Option
shall for any reason expire or otherwise terminate, as a whole or in part,
without having been exercised in full, the stock not purchased under such
Option shall revert to and again become available for issuance under the
Plan.
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
5. ELIGIBILITY.
Options may be granted only to Independent Directors. No Independent
Director shall be eligible for the grant of an Option if, at the time of
grant, such person owns stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company or of any of
its Affiliates.
6. OPTION PROVISIONS.
Each Option Agreement shall be in a form and shall contain terms and
conditions as provided in this section 6. The provisions of separate Option
Agreements need not be identical, but each Option Agreement shall include
(through incorporation of provisions hereof by reference in the Option
Agreement or otherwise), the substance of each of the following provisions:
(a) Date of Grant and Shares Subject to Option. Each person who was an
eligible Independent Director on February 15, 1995, shall be granted an
Option to purchase 2,000 shares of Common Stock, which Option shall be
deemed to have been effective as of that date. Each person who becomes an
eligible Independent Director after February 15, 1995, shall be granted an
Option to purchase such number of shares of Common Stock as the Board may
determine on and as of the February 15 next following the date that he or
she becomes an eligible Independent Director, if he or she maintains
Continuous Status as an Independent Director through that February 15. On
each February 15 thereafter until the Plan terminates, each eligible
Independent Director shall be granted an additional Option to purchase such
number of shares of Common Stock as the Board may determine.
Notwithstanding the foregoing, no Options shall be granted in the year
immediately following any year in which the Company does not meet its budget
and operating goals established by or pursuant to the authority of the
Board.
(b) Term of Options. No Option shall be exercisable after the
expiration of seven years from the date it is granted.
(c) Price. The exercise price of each Option shall be the price of the
Common Stock on the NASDAQ National Market at the close of trading on the
date the Option is granted.
(d) Consideration. The purchase price of stock acquired pursuant to an
Option shall be paid at the time that the Option is exercised. The
consideration to be paid for the stock and the method of payment shall be
determined by the Board in the specific case, either at the time of approval
of the grant of an Option or thereafter, in the absolute discretion of the
Board (which discretion may be exercised in a particular case without regard
to any other case or cases), and may consist of cash, check or Common Stock,
any combination thereof, or any other form of legal consideration.
(e) Transferability. An Option shall not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed by the Optionee
during his or her lifetime, whether by operation of law or otherwise, other
than by will or by the laws of descent and distribution, or be made subject
to execution, attachment or similar process; provided that the Board may in
its discretion at the time of approval of the grant of an Option or
thereafter permit an Option to be transferred by an Optionee to a trust or
other entity established by the Optionee for estate planning purposes or may
permit further transferability, on a general or specific basis, or impose
conditions or limitations on any permitted transferability. An Option shall
otherwise be exercisable during the lifetime of the person to whom the
Option is granted only by such person.
(f) Vesting. Options shall be fully vested when granted.
(g) Conditions On Exercise of Options and Issuance of Shares.
(1) Shares shall not be issued on exercise of an Option unless the
exercise of such Option and the delivery of such Shares pursuant thereto
shall comply with all applicable laws and regulations, including, without
limitation, the Securities Act, the Exchange Act, the rules and regulations
promulgated thereunder and the requirements of any stock exchange on which
the Common Stock may then be listed, and shall be further subject to the
approval of counsel to the Company with respect to such compliance.
(2) The Company may require any Optionee, or any person to whom an
Option is transferred under subsection 6(e), as a condition of exercising an
Option, (1) to give written assurances satisfactory to the Company as to the
Optionee's knowledge and experience in financial and business matters or to
employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters, and that
he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option; and (2) to
give written assurances satisfactory to the Company stating that such person
is acquiring the stock subject to the Option for such person's own account
and not with any present intention of selling or otherwise distributing the
stock. The foregoing requirements, and any assurances given pursuant to
such requirements, shall be inapplicable if (1) the issuance of the shares
on the exercise of the Option has been registered under a then currently
effective registration statement under the Securities Act, or (2) as to any
particular requirement, a determination is made by counsel for the Company
that such requirement need not be met in the circumstances under the then
applicable securities laws. The Company may, with advice of its counsel,
place such legends on stock certificates issued under the Plan as the
Company deems necessary or appropriate to comply with applicable securities
laws, including, but not limited to, legends restricting the transfer of the
stock.
(h) Termination of Relationship as an Independent Director. If an
Optionee's Continuous Status as an Independent Director terminates, the
Optionee or the Optionee's estate or the person who acquired the right to
exercise the Option by bequest or inheritance may exercise the Option (to
the extent that the Optionee shall have been entitled to exercise it at the
date of termination) but only within the period ending on the earlier of (1)
the thirtieth day after the termination of the Optionee's Continuous Status
as an Independent Director, or (2) the expiration of the term of the Option
as set forth in the Option Agreement. If, at the date of termination, the
Optionee is not entitled to exercise his or her Option, the shares covered
by the Option shall revert to and again become available for issuance under
the Plan. If, after termination, the Optionee or the Optionee's estate or
the person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified in the
Option Agreement, the Option shall terminate, and the shares covered by such
Option shall revert to and again become available for issuance under the
Plan.
(i) Withholding. To the extent provided in an Option Agreement and
approved by the Board in the specific case, at the time of approval of the
grant of the Option or thereafter, the Optionee may satisfy any Federal,
state or local tax withholding obligation relating to the exercise of such
Option by any of the following means or by a combination of such means: (l)
tendering a cash payment; (2) authorizing the Company to withhold shares
from the shares of Common Stock otherwise issuable to the Optionee as a
result of the exercise of the Option; or (3) delivering to the Company owned
and unencumbered shares of Common Stock. The value of shares withheld or
delivered shall equal the fair market value of the Shares on the day the
Option is exercised.
7. COVENANTS OF THE COMPANY.
(a) During the terms of the Options, the Company shall keep available
at all times the number of shares of Common Stock required to satisfy such
Options.
(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required
to issue and sell shares of Common Stock on exercise of the Options;
provided that this undertaking shall not require the Company to register
under the Securities Act either the Plan, any Option or any stock issued or
issuable pursuant to any such Option. If, after reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency
the authority that counsel for the Company deems necessary for the lawful
issuance and sale of Common Stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell Common Stock on
exercise of such Options unless and until such authority is obtained.
8. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of Common Stock pursuant to Options shall
constitute general funds of the Company.
9. MISCELLANEOUS.
(a) Neither an Optionee nor any person to whom an Option is transferred
under subsection 6(e) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such Option
unless and until such person has satisfied all requirements for exercise of
the Option pursuant to its terms. No adjustment will be made for dividends
or other rights for which the record date is prior to the date of
satisfaction of all such requirements.
(b) Nothing in the Plan or any instrument executed or Option granted or
other action taken pursuant thereto shall confer on any Independent Director
or Optionee any right to continue acting as a Director or shall affect the
right of the Company to terminate the relationship as a Director of any
Independent Director or Optionee with or without cause.
10. ADJUSTMENTS ON CHANGES IN STOCK.
(a) If any change is made in the stock subject to the Plan or subject
to any Option (through merger, consolidation, reclassification,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split or reverse stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or
otherwise), the Plan and outstanding Options shall be appropriately adjusted
by the Board in the class(es) and maximum number of shares subject to the
Plan and the class(es) and number of shares and price per share of stock
subject to outstanding Options.
(b) In the event of: (1) a merger or consolidation in which the Company
is not the surviving corporation or (2) a reverse merger in which the
Company is the surviving corporation but the shares of the Common Stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or
otherwise, then to the extent permitted by applicable law: (A) any surviving
corporation shall assume any Options outstanding under the Plan or shall
substitute similar options for those outstanding under the Plan, or (B) such
Options shall continue in full force and effect. If any surviving
corporation refuses to assume or continue such Options, or to substitute
similar options for those outstanding under the Plan, then such Options
shall be terminated if not exercised prior to such event. In the event of a
dissolution or liquidation of the Company, any Options outstanding under the
Plan shall terminate if not exercised prior to such event.
11. AMENDMENT OF THE PLAN.
(a) The Board at any time or from time to time shall have the right to
amend, modify, suspend or terminate the Plan for any reason; provided that
the Company will seek shareholder approval for any change to the extent such
approval is required by applicable law, regulation or rule; and provided
further that, except as required to accord with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
and regulations promulgated thereunder, the provisions in sections 5 and 6
relating to eligibility, date of grant, number of shares subject to option,
and exercise price may not be amended more than once every six months.
(b) Rights and obligations under any Option granted before amendment of
the Plan shall not be altered or impaired by any amendment of the Plan,
unless (1) the Company requests the consent of the person to whom the Option
shall have been granted and (2) such person consents in writing.
12. TERMINATION OR SUSPENSION OF THE PLAN.
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on the day prior to the tenth
anniversary of the earlier of the date of the adoption of the Plan by the
Board or the date the Plan is approved by the shareholders of the Company.
No Options may be granted under the Plan while the Plan is suspended or
after it is terminated.
(b) Rights and obligations under any Option granted while the Plan is
in effect shall not be altered or impaired by suspension or termination of
the Plan, except with the consent of the person to whom the Option shall
have been granted.
13. EFFECTIVE DATE OF PLAN.
The Plan shall become effective as determined by the Board, but no
Options granted under the Plan shall be exercisable unless and until the
Plan shall have been approved by the shareholders of the Company, which
approval shall be solicited within twelve months before or after the date
the Plan is adopted by the Board, and, if required, an appropriate permit
shall have been issued by the Commissioner of Corporations of the State of
California.
14. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT.
It is the Company's intent that the Plan comply in all respects with
Rule 16b-3. If any provision of this Plan is found not to be in compliance
with Rule 16b-3, that provision shall be deemed to have been amended or
deleted as and to the extent necessary to comply with Rule 16b-3, and the
remaining provisions of the Plan shall continue in full force and effect,
without change. All transactions under this Plan shall be executed in
accordance with the requirements of Section 16 of the Exchange Act and the
applicable regulations promulgated thereunder.
