As filed with the Securities and Exchange Commission on July 5, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
(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)
1994 STOCK OPTION PLAN
(Full title of the plan)
Michael J. Herbert
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)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered: Common Stock (without par value)
Amount to be registered: 500,000
Proposed maximum offering price per unit (1): $48.093875
Proposed maximum aggregate offering price (1): $24,046,875
Amount of registration fee: $6,348.38
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933,
based upon the average of the high and low prices reported on the New
York Stock Exchange on July 3, 2000.
<PAGE>
Registrant filed a Form S-8 Registration Statement (File No. 33-85662) on
October 27, 1994 (the "Original S-8"), to register 1,200,000 shares of
Registrant's Common Stock that are reserved for issuance under Registrant's
1994 Stock Option Plan (the "Plan"). Registrant also filed a Form S-8
Registration Statement (File No. 333-37325) on October 6, 1997 (the "Second
S-8"), to register an additional 300,000 shares of Registrant's Common Stock
that are reserved for issuance under the Plan. This Form S-8 Registration
Statement registers an additional 500,000 shares of Registrant's Common Stock
that are reserved for issuance under the Plan. Registrant incorporates
herein by reference the contents of the Original S-8 and the Second S-8.
At their annual meeting on May 16, 2000, the shareholders of Registrant
approved an amendment of the Plan to provide that up to 2,000,000 shares of
Registrant's Common Stock, rather than 1,500,000 shares, may be issued on
exercise of options granted under the Plan. A copy of the Plan, as so
amended, is filed as Exhibit 4.1 hereto.
Item 8. Exhibits.
4.1 Registrant's 1994 Stock Option Plan, as amended through May 16,
2000
5.1 Opinion of Shartsis, Friese & Ginsburg LLP as to the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Shartsis, Friese & Ginsburg LLP (contained in Exhibit
5.1)
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Form S-8 Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pleasanton,
State of California, on July 5, 2000.
SIMPSON MANUFACTURING CO., INC.
(Registrant)
By: /s/ Michael J. Herbert
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Michael J. Herbert
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael J. Herbert 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 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
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE DATE
/s/ Thomas J Fitzmyers July 5, 2000
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Thomas J Fitzmyers,
President, Chief Executive Officer
and Director (Principal Executive
Officer)
/s/ Michael J. Herbert July 5, 2000
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Michael J. Herbert,
Chief Financial Officer, Treasurer,
and Secretary (Principal Financial
and Accounting Officer)
<PAGE>
/s/ Barclay Simpson July 5, 2000
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Barclay Simpson,
Chairman of Board of Directors
/s/ Earl F. Cheit July 5, 2000
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Earl F. Cheit,
Director
/s/ Stephen B. Lamson July 5, 2000
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Stephen B. Lamson,
Director
/s/ Peter N. Louras July 5, 2000
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Peter N. Louras,
Director
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Sunne Wright McPeak,
Director
/s/ Barry Lawson Williams July 5, 2000
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Barry Lawson Williams,
Director
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
------- ----------------------------------------------------- -------------
4.1 1994 Stock Option Plan, as amended through
May 16, 2000 6
5.1 Opinion of Shartsis, Friese & Ginsburg LLP as to
the legality of the securities being registered 16
23.1 Consent of PricewaterhouseCoopers LLP 17
23.2 Consent of Shartsis, Friese & Ginsburg LLP
(contained in Exhibit 5.1)
