As filed with the Securities and Exchange Commission on May 24, 1999.
Registration No. 333-37325
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SIMPSON MANUFACTURING CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3196943
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4637 Chabot Drive, Suite 200, Pleasanton, California 94588
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(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
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(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)
(925) 460-9912
(Telephone number, including area code, of agent for service)
<PAGE>
This Registration Statement shall become effective upon filing in
accordance with Rule 464 under the Securities Act of 1933.
This post-effective amendment is being filed pursuant to Rule 414
under the Securities Act of 1933, as amended (the "Securities Act"), to
reflect the adoption by Simpson Manufacturing Co., Inc., a Delaware
corporation (the "Company"), of the contents of the Form S-8 Registration
Statement, Registration No. 333-37325, filed on October 6, 1997, by Simpson
Manufacturing Co., Inc., a California corporation ("Simpson California").
In accordance with Section 252 of the Delaware General Corporation Law,
the Company is the surviving corporation of a merger of Simpson California
with and into the Company (the "Merger") for the sole purpose of changing
the state of incorporation of Simpson California from the State of
California to the State of Delaware. In the Merger, which was consummated
on May 21, 1999, each share of capital stock of Simpson California was
converted into one share of capital stock of the Company.
In accordance with Rule 414, the Company, as the successor issuer,
hereby expressly adopts this registration statement, as well as the
employee benefit plan to which it relates, of Simpson California as its
own for all purposes of the Securities Act of 1933, as amended and the
Securities Exchange Act of 1934, as amended.
The registration fees were paid at the time of the original filing of
this registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director
of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of the director's
fiduciary duty. While this statute does not change directors' fiduciary
duty, it enables corporations to limit available relief to equitable
remedies such as injunction or rescission. The statute has no effect on
a director's duty of loyalty or liability for acts or omissions not in
good faith or involving intentional misconduct or knowing violations of
law, illegal payment of dividends or stock redemptions or repurchases, or
for any transaction from which the director derives an improper personal
benefit. As permitted by the statute, the Company has adopted provisions
in its Certificate of Incorporation that eliminate to the fullest extent
permitted under Delaware law the personal liability of its directors to
the Company and its stockholders for monetary damages for breach or
alleged breach of their fiduciary duty.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, employees and agents of a
corporation and persons serving at the request of the corporation as
directors, officers, employees or agents of another corporation,
partnership, joint venture, trust or other enterprise. The Company's
Certificate of Incorporation provides for the Company's indemnification of
its directors and officers to the fullest extent permitted under Delaware
law. In addition, the Company's Bylaws provide for the Company's
indemnification, to the fullest extent permitted under Delaware law, of
its directors, officers, employees and agents, persons who are or were
serving at the Company's request as directors, officers, managers,
partners, trustees, employees or agents of another corporation,
<PAGE>
partnership, joint venture, trust or other organization or enterprise, and
persons who were directors or officers of a corporation that was a
predecessor corporation of the Company or another enterprise at the
request of such predecessor corporation.
The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify
such persons to the fullest extent permitted under Delaware law against
expenses, judgments, fines and settlement amounts actually and reasonably
incurred in connection with any proceeding (including derivative actions
in certain cases), whether actual or threatened, to which any such person
may be made a party by reason of the fact that such person was or is a
director, officer, employee, agent or fiduciary of the Company or any
other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person is or was serving at the
Company's request. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.
ITEM 8. EXHIBIT.
24.1* Power of Attorney
* See signature page for power of attorney from one director;
previously filed for other signatories.
<PAGE>
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 on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pleasanton, State of California, on May 24,
1999.
SIMPSON MANUFACTURING CO., INC.
(Registrant)
By: /s/STEPHEN B. LAMSON
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Stephen B. Lamson
Chief Financial Officer
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* May 24, 1999
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Thomas J Fitzmyers,
President, Chief Executive Officer
and Director (Principal Executive
Officer)
/s/STEPHEN B. LAMSON May 24, 1999
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Stephen B. Lamson,
Chief Financial Officer, Treasurer,
and Director (Principal Financial
and Accounting Officer)
/s/BARCLAY SIMPSON* May 24, 1999
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Barclay Simpson,
Director
<PAGE>
/s/EARL F. CHEIT* May 24, 1999
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Earl F. Cheit,
Director
/s/SUNNE WRIGHT McPEAK* May 24, 1999
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Sunne Wright McPeak,
Director
/s/BARRY LAWSON WILLIAMS* May 24, 1999
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Barry Lawson Williams,
Director
/s/STEPHEN B. LAMSON May 24, 1999
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Stephen B. Lamson
Attorney-in-Fact
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Stephen B. Lamson his attorney-in-
fact, with full power of substitution and resubstitution, for him in any
and all capacities, to sign any amendments to this 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 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 person in the capacity and on the date indicated:
SIGNATURE DATE
/s/PETER N. LOURAS May 24, 1999
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Peter N. Louras,
Director
