<PAGE> 1
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
--------------------
EASCO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 94-3157362
(State of incorporation) (I.R.S. Employer
Identification Number)
EASCO, INC.
706 South State Street
Girard, Ohio 44420
(330) 545-4311
(Address of principal executive offices)
EMPLOYMENT AGREEMENT BETWEEN EASCO CORPORATION AND
NORMAN E. WELLS, JR. DATED DECEMBER 20, 1996
EMPLOYMENT AGREEMENT BETWEEN EASCO CORPORATION AND
TERRY D. SMITH DATED DECEMBER 20, 1996
EMPLOYMENT AGREEMENT BETWEEN EASCO CORPORATION AND
WITH JOSEPH M. BYERS DATED DECEMBER 20, 1996
EMPLOYMENT AGREEMENT BETWEEN EASCO CORPORATION AND
JAMES R. MCKEITHAN DATED DECEMBER 20, 1996
EMPLOYMENT AGREEMENT BETWEEN EASCO CORPORATION AND
LAWRENCE J. SAX DATED DECEMBER 30, 1996
(FULL TITLE OF THE PLAN)
------------------
Terry D. Smith Mark A. Stegemoeller
Treasurer and Secretary Copies to: Latham & Watkins
Easco, Inc. Sears Tower, Suite 5800
706 South State Street Chicago, Illinois 60606
Girard, Ohio 44420 (312) 876-7700
(330) 545-4311 Counsel to Registrant
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
(See following page)
<PAGE> 2
<TABLE>
<CAPTION>
================================================================================================================================
Proposed
Proposed maximum
maximum aggregate
Title of each class of Amount to be offering price offering Amount of
securities to be registered registered per share price registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value............... 220,000(1) Shares $8.00(2) $1,760,000(3) $5,808.00
================================================================================================================================
</TABLE>
(1) The 220,000 Shares being registered have been issued pursuant to
employment agreements previously approved by the Board of Directors,
and are being registered for resale hereunder.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee, the
proposed maximum offering price reflects the last sale price reported
on the Nasdaq National Market on March 31, 1997.
<PAGE> 3
PROSPECTUS
EASCO, INC.
220,000 Shares of Common Stock
(par value, $.01 per share)
This Prospectus relates to the offer and sale of 220,000 shares of
common stock, par value $.01 per share (the "Common Stock"), of Easco, Inc. (the
"Company"), which may be offered hereby from time to time by any or all of the
selling stockholders named herein (the "Selling Stockholders") for their own
benefit. The Company will receive no part of the proceeds of sales made
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the Selling Stockholders will be borne by such Selling Stockholders.
None of the shares offered pursuant to this Prospectus have been registered
prior to the filing of the Registration Statement of which this Prospectus is a
part.
All or a portion of the shares of Common Stock offered hereby may be
offered for sale, from time to time, on the Nasdaq National Market, or
otherwise, at prices and terms then obtainable. All brokers' commissions,
concessions or discounts will be paid by the Selling Stockholders. The Selling
Stockholders and any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be underwriting commissions
under the Securities Act.
The Common Stock of the Company is listed on the Nasdaq National Market
under the symbol "ESCO." On March 31, 1997, the last reported sale price of the
Company's Common Stock on the Nasdaq National Market was $8.00.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
RISKS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
SECURITIES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY SUCH 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 April 4, 1997.
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<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices at Seven World Trade Center, 13th
Floor, New York, New York 10048 and Northwest Atrium Center, 500 Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. In addition,
the Company's Common Stock is listed on the Nasdaq National Market and similar
information concerning the Company can be inspected and copied at the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, DC
20006-1500.
This Prospectus does not contain all of the information set forth in
the Registration Statement of which this Prospectus is a part and which the
Company has filed with the Commission. For further information with respect to
the Company and the securities offered hereby, reference is made to the
Registration Statement, including the exhibits filed as a part thereof and
otherwise incorporated by reference therein, copies of which can be inspected
at, or obtained at prescribed rates from, the Public Reference Section of the
Commission at the address set forth above. Additional updating information with
respect to the Company may be provided in the future by means of appendices or
supplements to this Prospectus. Statements made in this Prospectus as to the
contents of any document referred to are not necessarily complete, and in each
instance reference is made to such exhibit for a more complete description and
each such statement is qualified in its entirety by such reference.
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<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference: (a) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, and (b) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1, effective April 12, 1995 (Registration
Statement No. 33- 89556). In addition, all documents filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Prospectus 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 Prospectus and to be part hereof from the date of filing such
documents (such documents and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents," provided, however, that documents
enumerated above or subsequently filed by the Company pursuant to Section 13(a),
13(c) or 14 of the Exchange Act prior to the filing of the Company's Annual
Report on Form 10-K for the most recent fiscal year with the Commission shall
not be Incorporated Documents or be incorporated by reference in this Prospectus
or be a part hereof from and after such filing of such Annual Report on Form
10-K).
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that has been or may be
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Easco, Inc., Attention: Secretary, 706 South
State Street, Girard, Ohio 44420, telephone number (330) 545-4311.
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<PAGE> 6
RISK FACTORS
Investors and prospective investors in the Common Stock should consider
the following factors with the other information contained in this Prospectus.
Information contained or incorporated by reference in this Prospectus contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, which can be identified by the use of
forward-looking terminology such as "may," "will," "plans," "expects,"
"anticipates," "estimates," "should" or "continue" or the negative thereof or
other variations thereon or comparable terminology. The matters set forth below
constitute cautionary statements identifying important factors with respect to
such forward-looking statements, including certain risks and uncertainties, that
could cause actual results to differ materially from those contemplated by any
such forward-looking statements. These factors may be updated from time to time
in documents filed with the Securities and Exchange Commission and incorporated
by reference in this Prospectus.
CUSTOMERS IN CYCLICAL INDUSTRIES; LIMITED BACKLOGS
Demand for most of the Company's products is cyclical in nature and
subject to changes in general economic conditions that affect market demand.
Sales to the building and construction markets are driven by trends in
commercial and residential construction, housing starts, residential repair and
remodelings. Transportation sales are also cyclical in nature and typically
follow the trends in the automotive, truck and recreational vehicle
manufacturing industries, while sales of coaxial cable sheathing are dependent
upon the replacement and/or expanded installation of coaxial cable for cable
television. Many of the industries served by the Company have experienced
recessionary or slow growth conditions for substantial periods in the past, and
adverse economic conditions may have a material adverse effect on the Company's
business or financial condition. Historically, lower demand has led to lower
margins, lower production levels or both. The Company's capacity utilization is
also materially affected by demand levels, and capacity utilization is an
important factor in the Company's operating performance. The Company and the
extrusion industry generally operate with limited order backlogs, so that
adverse changes in demand can rapidly impact production levels and operating
performance. Adverse economic conditions affecting the overall economy or one or
more of the Company's end-use markets therefore may have a material adverse
effect on the Company's business and financial condition.
SUBSTANTIAL LEVERAGE
The Company is highly leveraged with a debt to total capitalization
ratio of 57.4% at December 31, 1996. The Company is also permitted to incur
additional indebtedness if, at the time, it is able to comply with restrictions
under the indenture (the "Senior Note Indenture") governing its 10% Senior Notes
due 2001 (the "Senior Notes Indenture") and the Company's revolving credit
agreement (the "Credit Agreement"). The Company is more highly leveraged than
certain of its competitors, which may place the Company at a competitive
disadvantage. The Company's degree of leverage may make it more vulnerable to a
downturn in general economic conditions, particularly in the building and
construction and transportation industries, and limit its ability to respond to
changing business and economic conditions. In addition, the Company expects that
it will likely require additional financing to refinance its Senior Notes at
maturity in 2001. There can be no assurance that such additional financing will
be available at that time, or available on reasonable terms.
ALUMINUM MARKET CONDITIONS
The Company's primary raw materials are aluminum ingot and scrap
aluminum. The Company is therefore subject to the short-term commodity risk of
carrying aluminum in its inventory. In addition, because changes in aluminum
prices are generally passed through to the Company's customers, increases
4
<PAGE> 7
or decreases in aluminum prices generally cause corresponding increases and
decreases in reported net sales, causing fluctuations in reported revenues that
are unrelated to the level of business activity. Any major dislocation in the
supply and/or price of aluminum could have a material adverse effect on the
Company's business and financial condition. If the Company is unable to pass
through aluminum price changes to its customers in the future, the Company could
be materially adversely affected. Aluminum price levels may also impact the
level of inventories the Company's customers seek to maintain, and may thereby
impact the Company's order rates as customers adjust their inventories.
VARIABLE COSTS
In a competitive industry that has experienced limited market growth in
recent periods, the Company's operating performance depends to a material extent
on its ability to control variable costs. Certain of the Company's costs are
significantly affected by factors beyond the Company's control. For example, the
Company's casting operations use significant quantities of natural gas,
increases in the price of which adversely impacted the Company's operating
performance in 1996 and could adversely affect operating performance in future
periods. Similarly, the Company's labor costs are affected by regional and
national labor market conditions, which could adversely affect labor costs in
the event of labor shortages or prevailing wage increases in one or more
locations. In addition, the Company attempts to control variable costs in part
through capital expenditures that are intended to increase manufacturing
efficiency. There can be no assurance that the Company's capital expenditure
program will successfully reduce or limit operating costs, or that the Company's
other variable costs will not experience material increases.
COMPETITION AND MODERATE BARRIERS TO ENTRY
The aluminum extrusion industry is fragmented and highly competitive.
The Company faces competition from other independent aluminum extruders as well
as certain vertically integrated aluminum companies (i.e., those with primary
aluminum ingot production capacity) that participate in the extrusion market.
Some of the Company's competitors, particularly those that are vertically
integrated, have greater financial resources than the Company, and certain
competitors have merged in recent years (including Alumax Aluminum and Cressona
Aluminum in 1995). The impact of competition can be particularly acute in market
segments where there are a limited number of customers (e.g., cable sheathing).
The aluminum extrusion industry has not experienced significant growth in recent
years, and market share expansion may require price competition that can
adversely affect profitability. There can be no assurance that the Company will
be able to compete successfully or that competition will not have a material
adverse effect on the Company's business or financial condition.
Other building materials (such as vinyl) may be substituted for
aluminum in certain applications (particularly replacement window frames) and
competition from manufacturers of these materials could adversely affect the
Company's business to the extent the Company does not participate in any growth
in use of these alternative materials.
Management believes that the extrusion industry offers only moderate
barriers to entry, and extrusion presses and other capital equipment are readily
available on the open market. Although management is aware of no significant
recent entrants, there can be no assurance that new entrants will not increase
competition in the aluminum extrusion industry, which could adversely affect the
Company.
ENVIRONMENTAL RISKS
The Company is subject to a wide variety of federal, state and local
environmental laws and regulations ("Environmental Laws") which continue to be
adopted and amended. These Environmental Laws regulate, among other things, air
and water emissions and discharges at the Company's manufacturing facilities;
the generation, storage, treatment, transportation and disposal of solid and
hazardous waste by the Company; the release of hazardous substances, pollutants
and contaminants into the environment at properties operated by the Company and
at other sites; and, in some circumstances, the environmental condition of
property prior to a transfer or sale. Risks of significant environmental costs
and liabilities are inherent in the operations and facilities of the Company, as
well as other participants in the aluminum extrusion industry. The Company
believes, however, that its current operations are in substantial compliance
with Environmental Laws.
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<PAGE> 8
The Company believes that approximately 16 of the disposal facilities
known to have been used by the Company are "Superfund" sites or potentially will
be considered for Superfund status. The Company has been named as a "potentially
responsible party" with respect to the disposal of wastes at six of these waste
disposal sites under the federal "Superfund" statute and certain analogous state
statutes. Based upon information known to the Company concerning the size of
these sites, their years of operation, the number of past users and the
characteristics of the Company's waste generation, management believes that the
Company's proportionate share of the cost of the necessary investigation and
eventual remedial work that may need to be performed at the sites will not have
a material adverse effect on the Company's financial condition or results of
operations. During 1996, the Company paid $320,000 to settle its share of the
liability at the Macon/Dockery site in North Carolina, which management felt
presented the greatest possible risk to the Company at this time.
A number of the Company's present and past facilities have been in
operation for many years, and it is possible that additional environmental
issues that could be material may arise in the future. Also, future regulations
and changes in the text or interpretation of existing Environmental Laws may
subject the Company's operations to increasingly stringent standards. While the
precise effect of these changes on the Company cannot be estimated, compliance
with such requirements may make it necessary, at costs which may be substantial,
to retrofit existing facilities with additional pollution-control equipment and
to undertake new measures in connection with the storage, transportation,
treatment and disposal of by-products and wastes.
While the ultimate extent of the Company's liability for potential
fines, penalties, remedial costs, claims and litigation relating to
environmental laws and health and safety matters and future capital
expenditures that may be associated with environmental laws cannot be
determined at this time, management, with the assistance of outside
environmental consultants, annually assesses the Company's environmental
contingencies. Based on management's estimate of the exposure, the Company has
recorded a reserve of $9.3 million at December 31, 1996 representing the
Company's best estimate of costs of remedial action as well as any related
legal and consulting work. Management believes this amount, under existing laws
and regulations, is adequate to cover presently identified environmental
liabilities, but no assurance can be given that such amount will be adequate to
cover the ultimate costs of these liabilities, or the cost of environmental
liabilities that may arise or be identified in the future. Although management
expects that any cash outlays with respect to such matters would be made over a
number of years, the timing of any such expenditures cannot be determined.
ACQUIRED ASSETS
The Company may acquire companies or assets that would enable the
Company to offer complementary products or expand geographic coverage, and that
management considers likely to enhance the Company's operations and
profitability. There can be no assurance that any business or assets acquired by
the Company will be integrated successfully into the Company's operations or be
able to operate profitably. For example, the Company's acquisitions of Dolton
Aluminum Company and certain extrusion assets in Kokomo, Indiana have not been
profitable, resulting in a special pre-tax charge of approximately $23.3 million
to write down the carrying value of certain related assets in the year ended
December 31, 1996.
SEASONALITY AND QUARTERLY FLUCTUATIONS
The Company's business is subject to seasonal and quarterly
fluctuations. Historically, demand for extrusions and therefore capacity
utilization has generally been highest in the summer months, resulting in a
higher portion of the Company's net sales and profits in the second and third
quarters relative to the first and fourth quarters of each year. LIFO
adjustments may materially affect results from quarter to quarter, depending on
changes in aluminum price levels, without regard to the level of the Company's
underlying business activity. The Company's quarterly earnings may also be
affected by the timing of acquisitions (if any) or the integration or
commencement of new press operations which may affect the availability and
extent of utilization of additional press capacity.
6
<PAGE> 9
MANAGEMENT REALIGNMENT; DEPENDENCE ON KEY MANAGEMENT
In November 1996, the Company appointed a new group of senior executive
officers, including its President and Chief Executive Officer, its Executive
Vice President and Chief Financial Officer, its Vice President-Sales and
Marketing, its Vice President-Operations and Vice President-Raw Materials. In
connection with this management realignment, the Company incurred special
pre-tax charges of approximately $3.5 million in the year ended December 31,
1996. The success of the Company depends to a large extent on this new
management team, including the Company's President and Chief Executive Officer,
Norman E. Wells, Jr. There can also be no assurance that the Company's new
senior executive officers will have any favorable impact on the Company's
business or financial condition. The Company does not maintain key-man life
insurance on any of its executive officers.
LIMITATION ON DIVIDENDS
The declaration and payment of dividends by the Company are subject to
the discretion of the Board of Directors of the Company. Any future
determination to pay dividends will depend on the Company's results of
operations, financial condition, capital requirements, contractual restrictions
and other factors deemed relevant by the Board of Directors. Presently, the
Senior Note Indenture and the Credit Agreement contain certain covenants which
limit Easco's ability to pay dividends to Easco, Inc. and therefore limit Easco,
Inc.'s ability to pay dividends. The Company intends to retain earnings to
retire indebtedness and support the growth of the Company's business. Although
the Company presently intends to continue its practice of paying a regular
quarterly dividend of $.01 per share, there can be no assurance that the Board
of Directors of the Company will declare or pay dividends on the Common Stock in
the future.
CONTROL BY PRINCIPAL STOCKHOLDER
American Industrial Partners Capital Fund, L.P. ("AIP") beneficially
owns 40.7% of Easco, Inc.'s outstanding Common Stock. Accordingly, AIP will have
substantial voting power in the election of the Board of Directors of Easco,
Inc. and, in general, the determination of any corporate transaction or other
matter submitted to the stockholders for approval, including mergers,
consolidations and the sale of all or substantially all of the assets of the
Company, and in preventing or causing a change in control of the Company.
American Industrial Partners Management Company ("AIPM") will continue to
provide advisory services to the Company on an ongoing basis pursuant to a
Services Agreement.
ANTI-TAKEOVER PROVISIONS
Certain provisions of the Amended and Restated Certificate of
Incorporation (the "Certificate") of Easco, Inc. may be deemed to have
anti-takeover effects and may delay, defer or prevent a takeover attempt that a
stockholder might consider to be in its best interest. These provisions (i)
classify Easco, Inc.'s Board of Directors into three classes, each of which will
serve for different three-year periods, (ii) authorize the issuance of up to
1,000,000 shares of preferred stock of Easco, Inc., the rights, preferences,
privileges, qualifications, limitations and restrictions of which the Board of
Directors is authorized to fix without any further vote or action by the
stockholders, (iii) generally prohibit stockholder action by written consent and
stockholder-called special meetings unless approved by the Board of Directors,
(iv) prohibit removal of Easco, Inc.'s directors except upon the vote of a
majority of the Board of Easco, Inc. or upon a vote of the holders of 80% of the
Common Stock and (v) require a vote of the holders of 80% of the Common Stock to
amend the classified board and director removal provisions. Easco, Inc. is also
subject to Section 203 of the Delaware General Corporation Law, which prohibits
certain business combinations between Easco, Inc. and certain stockholders.
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<PAGE> 10
SHARES ELIGIBLE FOR FUTURE SALE
No prediction can be made as to the effect, if any, that future sales
of shares of Common Stock or availability of such shares for future sale will
have on the market price of the Common Stock prevailing from time to time. Sales
of substantial amounts of Common Stock (including shares issued upon the
exercise of stock options), or the perception that such sales could occur, could
adversely affect prevailing market prices for the Common Stock. Easco, Inc. has
approximately 10.4 million shares of Common Stock outstanding (net or treasury
shares), excluding approximately 1.2 million issuable upon the exercise of stock
options held by Citicorp Venture Capital, Ltd. and management, and stock options
eligible for future grants. Such shares are generally freely tradeable subject
to the volume and other limitations of Rule 144 under the Securities Act of
1933. Pursuant to a registration rights agreement, certain existing stockholders
have "piggy-back" registration rights with respect to their shares in any future
registration of Common Stock by Easco, Inc.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares
offered hereby. All of the proceeds will be received by the Selling
Stockholders. See "Selling Stockholders."
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<PAGE> 11
SELLING STOCKHOLDERS
The persons that may offer shares of Common Stock pursuant to this
Prospectus (the "Selling Stockholders") acquired all Common Stock registered
hereunder in connection with their entry into employment agreements with the
Company and/or its wholly-owned subsidiary, Easco Corporation ("Easco"). Mr.
Wells acquired 100,000 of his shares registered hereunder, and each of the other
Selling Stockholders acquired all of their shares registered hereunder, as a
signing bonus upon payment of par value of $.01 per share. Mr. Wells also
acquired 70,000 shares in lieu of a portion of a cash signing bonus, at a price
of $6.00 per share. All of the 220,000 shares of Common Stock offered by this
Prospectus are being offered for the accounts of the Selling Stockholders.
The following table sets forth the name of each Selling Stockholder,
the nature of his position, office, or other material relationship with the
Company within the past three years, the number of shares of Common Stock owned
by each Selling Stockholder prior to the offering, and the number of shares and
(if one percent or more) the percentage of the class to be owned by such Selling
Stockholder after the offering.
<TABLE>
<CAPTION>
Relationship Shares Owned Shares
Name with the Company Prior to Offering(1) Offered Shares Owned After Offering
- ---- ---------------- ----------------- ------- ---------------------------
Number Percent
------ -------
<S> <C> <C> <C> <C> <C>
Norman E. Wells, Jr. President and Chief 170,000 170,000 --- *
Executive Officer of the
Company and of Easco
Corporation, a subsidiary
of the Company
("Easco")
Terry D. Smith Vice President and Chief 12,500 12,500 --- *
Financial Officer of the
Company and Easco
Joseph M. Byers Vice President - Sales 12,500 12,500 --- *
and Marketing of Easco
James R. McKeithan Vice President - 12,500 12,500 --- *
Operations of Easco
Lawrence J. Sax Vice President - Raw 12,500 12,500 --- *
Materials of Easco
</TABLE>
- -----------
(1) Excludes the following shares subject to non-qualified stock options,
none of which are exercisable within 60 days: Mr. Wells, 300,000
shares; Messrs. Smith, Byers, McKeithan and Sax, 87,500 shares each.
* Amount represents less than 1%.
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<PAGE> 12
PLAN OF DISTRIBUTION
The Selling Stockholders have no present intention of selling any of
their shares; the Registration Statement of which this Prospectus is a part has
been filed to enable the Selling Stockholders to obtain margin credit secured by
the shares registered by such Registration Statement if they should elect to do
so. The Selling Stockholders or their pledgees, donees, transferees or other
successors in interest may sell shares of Common Stock in any of the following
ways: (i) through dealers; (ii) through agents; or (iii) directly to one or more
purchasers. The distribution of the shares of Common Stock may be effected from
time to time in one or more transactions (which may involve crosses or block
transactions) (A) on the Nasdaq National Market (or on such other national stock
exchanges on which the shares of Common Stock may be traded from time to time)
in transactions which may include special offerings, exchange distributions
and/or secondary distributions pursuant to and in accordance with the rules of
such exchanges, (B) in the over-the-counter market, or (C) in transactions other
than on such exchanges or in the over-the-counter market, or a combination of
such transactions. Any such transaction may be effected at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The transferors may effect such
transactions by selling shares of Common Stock to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the transferors and/or commissions from
purchasers of shares of Common Stock for whom they may act as agent. The
transferors and any broker-dealers or agents that participate in the
distribution of shares of Common Stock by them might be deemed to be
underwriters, and any discounts, commissions or concessions received by any such
broker-dealers or agents might be deemed to be underwriting discounts and
commissions, under the Securities Act.
Under the securities laws of certain states, the Common Stock may be
sold in such states only through registered or licensed brokers or dealers. In
addition, in certain states, the Common Stock may not be sold unless the Common
Stock has been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with.
The Company has informed the Selling Stockholders that (i) the
antimanipulation provisions of Regulation M under the Exchange Act may apply to
purchase and sales of the Common Stock by the Selling Stockholders, and that
there are restrictions on market-making activities by persons engaged in the
distribution of the Common Stock, (ii) if a particular offer of Common Stock is
to be made on terms constituting a material change from the information set
forth above with respect to the Plan of Distribution, then to the extent
required, a Prospectus Supplement must be distributed setting forth such terms
and related information as required, and (iii) that the number of shares that
may be sold pursuant to this Prospectus and the manner of such sales would be
limited by Rule 144 under the Securities Act to the extent such Selling
Stockholders are "affiliates" of the Company as defined in such Rule, and (iv)
pursuant to Instruction C.2(b) of Form S-8 of the Commission, the number of
shares that may be reoffered or resold by each Selling Stockholder (and any
other person with whom he is acting in concert for the purpose of selling
securities of the Company) pursuant to this Prospectus during any three-month
period may not exceed the amount specified in Rule 144(e) under the Securities
Act.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated Certificate of Incorporation (the
"Certificate") of the Company mandates indemnification of all persons party to
any action, suit or proceeding (whether civil, criminal, administrative or
legislative) by reason of the fact that he or she or a person of whom he or she
is a legal representative, is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, or of a partnership, joint
venture, trust or other enterprise, whether the basis of such proceeding is
alleged in the person's official capacity or in any other capacity, to the
accordance with the Delaware General Corporation Law. However, the Company is
obligated to indemnify a person seeking
10
<PAGE> 13
indemnity in connection with an action, suit or proceeding initiated by such
person only if such action, suit or proceeding was authorized by the board of
directors.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its factor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in respect
of any claims, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of Section
145 or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and that the corporation is empowered to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his states as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
Under the Certificate, the right of indemnification is a contract right
and includes the right to be reimbursed by the Company for expenses incurred in
defending any such proceeding in advance of its final disposition. However, the
payment of such expenses incurred by a director or officer of the Company in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director of officer) in
advance of the final disposition of such proceeding will be made only upon
delivery to the Company of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it should be determined ultimately
that such director or officer is not entitled to be indemnified under the
Certificate.
11
<PAGE> 14
Furthermore, if a claim brought under the Certificate as described
above is not paid in full by the Company within ninety days after a written
claim has been received by the Company, the person seeking indemnity may bring
suit against the Company to recover the unpaid part of the claim and, if
successful in whole or part, is also entitled to be paid the expense of
prosecuting such claim. A defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any, has
been tendered to the Company is that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Company to indemnify the claimant for the amount claimed, but the Company
carries the burden of proving such defense.
Under the Certificate, a director shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (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 which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. Also, under the Certificate, if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the liability of the directors, then the liability of a director shall be
eliminated or limited to the fullest extent permitted by the amended Delaware
General Corporation Law.
Neither the failure of the Company to have made a determination prior
to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Company that the claimant has not met such applicable
standard of conduct, is a defense to the action or creates a presumption that
the claimant has not met the applicable standard of conduct.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be
passed upon for the Company by Latham & Watkins, Chicago, Illinois.
EXPERTS
The Company's consolidated financial statements, incorporated herein
by reference to the Company's Annual Report on Form 10-K, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report
incorporated herein by reference and have been so incorporated by reference in
reliance upon such report given upon the authority of that firm as
experts in accounting and auditing.
12
<PAGE> 15
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
----------------------
220,000 SHARES
EASCO, INC.
COMMON STOCK
----------------------
PROSPECTUS
----------------------
APRIL 4, 1997
----------------------
<PAGE> 16
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's (a) Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, and (b) the description of the Company's Common
Stock contained in the Company's registration statement on Form S-1, effective
April 12, 1995 (Registration Statement No. 33-89556) are incorporated by
reference into this registration statement. Any documents filed by the Company
subsequent to the filing of this registration statement pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(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 a 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 Amended and Restated Certificate of Incorporation (the
"Certificate") of Easco, Inc. mandates indemnification of all persons party to
any action, suit or proceeding (whether civil, criminal, administrative or
legislative) by reason of the fact that he or she or a person of whom he or she
is a legal representative, is or was a director, officer, employee or agent of
Easco, Inc., or is or was serving at the request of Easco, Inc. as a director,
officer, employee or agent of another corporation, or of a partnership, joint
venture, trust or other enterprise, whether the basis of such proceeding is
alleged in the person's official capacity or in any other capacity, to the
fullest extent of and in accordance with the Delaware General Corporation Law.
However, Easco, Inc. is obligated to indemnify a person seeking indemnity in
connection with an action, suit or proceeding initiated by such person only if
such action, suit or proceeding was authorized by the board of directors.
Subsection (a) of Section 145 of the General Corporation Law
of the State of Delaware empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, or suit by or in the right of
the corporation to procure a judgment in its factor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually
II-1
<PAGE> 17
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claims, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145 or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and that the corporation is empowered to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his states as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
Under the Certificate, the right of indemnification is a
contract right and includes the right to be reimbursed by Easco, Inc. for
expenses incurred in defending any such proceeding in advance of its final
disposition. However, the payment of such expenses incurred by a director or
officer of Easco, Inc. in his or her capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such person while a
director of officer) in advance of the final disposition of such proceeding will
be made only upon delivery to Easco, Inc. of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not entitled to be
indemnified under the Certificate.
Furthermore, if a claim brought under the Certificate as
described above is not paid in full by Easco, Inc. within ninety days after a
written claim has been received by Easco, Inc., the person seeking indemnity may
bring suit against Easco, Inc. to recover the unpaid part of the claim and, if
successful in whole or part, is also entitled to be paid the expense of
prosecuting such claim. A defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any, has
been tendered to Easco, Inc.) is that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
Easco, Inc. to indemnify the claimant for the amount claimed, but Easco, Inc.
carries the burden of proving such defense.
Under the Certificate, a director shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (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 which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. Also, under the Certificate, if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the liability of the directors, then the liability of a director shall be
eliminated or limited to the fullest extent permitted by the amended Delaware
General Corporation Law.
Neither the failure of Easco, Inc. to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law,
II-2
<PAGE> 18
nor an actual determination by Easco, Inc. that the claimant has not met such
applicable standard of conduct, is a defense to the action or creates a
presumption that the claimant has not met the applicable standard of conduct.
Easco Corporation (a subsidiary of Easco, Inc.)
Subsection (c) of Section 2-418 of the Maryland Corporation
Law provides that no director may be indemnified under subsection (b) of Section
2-418 in respect of any proceeding charging improper personal benefit to the
director, whether or not involving action in the director's official capacity,
in which the director was adjudged to be liable on the basis that personal
benefit was improperly received.
Subsection (d)(1) of Section 2-418 requires that a director
who has been successful, on the merits or otherwise, in the defense of any
proceeding referred to in subsection (b) of Section 2-418 be indemnified against
reasonable expenses incurred by the director in connection with the proceeding.
Subsection (d)(2) permits a court of appropriate jurisdiction,
upon application of a director or such notice as the court shall require, to
order indemnification in the following circumstances:
(i) If it determines a director is entitled to reimbursement
under paragraph (1) of subsection (d) of Section 2-418, the court shall
order indemnification, in which case the director shall be entitled to
recover the expenses of securing such reimbursement; or
(ii) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director has met the standards of
conduct set forth in subsection (b) of Section 2-418 or has been
adjudged liable under the circumstances described in subsection (c) of
Section 2-418, the court may order such indemnification as the court
shall deem proper. However, indemnification with respect to any
proceeding by or in the right of the corporation or in which liability
shall have been adjudged in the circumstances described in subsection
(c) of Section 2-418 shall be limited to expenses.
A court of appropriate jurisdiction may be the same court in
which the proceeding involving the director's liability took place.
Subsection (e) of Section 2-418 provides that indemnification
under subsection (b) of Section 2-418 may not be made by the corporation unless
authorized for a specific proceeding after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in that subsection. This
determination must be made by the board of directors, special legal counsel
selected by the board of directors or the stockholders.
Subsection (f)(1) of Section 2-418 permits payment of
reasonable expenses incurred by a director who is a party to a proceeding to be
paid or reimbursed in advance of the final disposition of the proceeding upon
receipt by the corporation of:
(i) A written affirmation by the director of the director's
good faith belief that the standard of conduct necessary for
indemnification by the corporation as authorized in this section has
been met; and
(ii) A written undertaking by or on behalf of the director to
repay the amount if it ultimately is determined that the standard of
conduct has not been met.
II-3
<PAGE> 19
The undertaking required by subparagraph (ii) of subsection (f)(1) must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make the repayment.
Subsection (j) of Section 2-418 requires a corporation to
indemnify an officer of the corporation as and to the extent provided in
subsection (d) of Section 2-418. Such officer is also entitled, to the same
extent as a director, to seek indemnification pursuant to subsection (d) of
Section 2-418.
Certain officers and directors of Easco, Inc. and Easco are
also directors of Dolton, a Wisconsin corporation, and are indemnified to the
full extent permitted by Wisconsin law pursuant to Dolton's by-laws. Wisconsin
law provides protections similar to those of Delaware and Maryland.
The Company has obtained directors' and officers' liability
insurance for its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The shares to be offered or sold include 150,000 shares of
Common Stock issued by the Company for par value pursuant to employment
agreements with executive officers of the Company, filed as Exhibits to this
Registration Statement, and 70,000 shares issued to Norman E. Wells, Jr.
pursuant to his employment agreement as a portion of his signing bonus in lieu
of cash, at a price of $6.00 per share. Such shares were issued by the Company
pursuant to an exemption from registration under Section 4(2) of the Securities
Act.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C> <C>
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the
Registration Statement on Form S-1, effective April 12, 1995) [SEC File No. 33-
89556]
4.2(a) Amended and Restated Certificate of Incorporation of Easco, Inc. (incorporated by
reference to Exhibit 3.1 of Amendment No. 3 to the Registration Statement on Form
S-1, effective April 12, 1995) [SEC file No. 33-89556]
4.2(b) Certificate of Correction to the Amended and Restated Certificate of Incorporation
(incorporated by reference to corresponding exhibit filed as an exhibit to Form 10-Q
filed November 13, 1995) [SEC file No. 0-25834]
*4.3(a) Employment Agreement between Easco Corporation and Norman E. Wells, Jr. dated
as of December 20, 1996 (incorporated by reference to Exhibit No. 10.5(c) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1996)
*4.3(b) Employment Agreement between Easco Corporation and Terry D. Smith dated as of
December 20, 1996 (incorporated by reference to Exhibit No. 10.5(d) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1996)
*4.3(c) Employment Agreement between Easco Corporation and Joseph M. Byers dated as of
December 20, 1996 (incorporated by reference to Exhibit No. 10.5(e) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1996)
</TABLE>
II-4
<PAGE> 20
<TABLE>
<S> <C> <C>
*4.3(d) Employment Agreement between Easco Corporation and James R. McKeithan dated as
of December 20, 1996 (incorporated by reference to Exhibit No. 10.5(f) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1996)
*4.3(e) Employment Agreement between Easco Corporation and Lawrence J. Sax dated as of
December 30, 1996 (incorporated by reference to Exhibit No. 10.5(g) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1996)
+5 Opinion of Latham & Watkins
+23.1 Consent of Deloitte & Touche LLP
+23.2 Consent of Latham & Watkins (included in Exhibit 5 Opinion)
+24 Power of Attorney
----------------------
+ Filed herewith
</TABLE>
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities
Act");
(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 registration statement is on
Form S-3 or Form S-8, and 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 Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
II-5
<PAGE> 21
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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-6
<PAGE> 22
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, there unto duly
authorized, in the City of Girard, State of Ohio, on April 2, 1997.
EASCO, INC.
By /s/ Norman E. Wells, Jr.
-----------------------------
Norman E. Wells, Jr., President
and Chief Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
)
)
/s/ Norman E. Wells, Jr. President and Chief )
- -------------------------------- Executive Officer )
Norman E. Wells, Jr. (Principal Executive )
Officer) )
)
)
) April 2, 1997
)
/s/ Terry D. Smith Executive Vice President, )
- -------------------------------- Treasurer and Secretary )
Terry D. Smith (Principal Financial )
and Accounting Officer) )
)
)
/s/ Tom H. Barrett* Director )
- -------------------------------- )
Tom H. Barrett )
)
)
/s/ W. Richard Bingham* Director )
- -------------------------------- )
W. Richard Bingham )
)
)
/s/ Robert J. Klein* Director )
- -------------------------------- )
Robert J. Klein )
)
)
/s/ Gene E. Little* Director )
- -------------------------------- )
Gene E. Little )
)
)
/s/ Theodore C. Rogers* Director )
- -------------------------------- )
Theodore C. Rogers )
)
)
/s/ Samuel H. Smith, Jr.* Director )
- -------------------------------- )
Samuel H. Smith, Jr. )
)
)
/s/ Lawrence W. Ward* Director )
- -------------------------------- )
Lawrence W. Ward, Jr. )
/s/ Robert J. Klein
- ---------------------------------------
*By: Robert J. Klein, Individually and as Attorney-in-Fact
</TABLE>
S-1
<PAGE> 23
<TABLE>
EXHIBIT INDEX
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- -------------
<S> <C> <C>
4.1 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of the Registration Statement on Form S-1,
effective April 12, 1995) [SEC File No. 33-89556] ___
4.2(a) Amended and Restated Certificate of Incorporation of Easco, Inc.
(incorporated by reference to Exhibit 3.1 of Amendment No. 3 to the
Registration Statement on Form S-1, effective April 12, 1995) [SEC
file No. 33-89556] ___
4.2(b) Certificate of Correction to the Amended and Restated Certificate of
Incorporation (incorporated by reference to corresponding exhibit filed
as an exhibit to Form 10-Q filed November 13, 1995) [SEC file No. 0-
25834] ___
*4.3(a) Employment Agreement between Easco Corporation and Norman E.
Wells, Jr. dated as of December 20, 1996 (incorporated by reference to
Exhibit No. 10.5 (c) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996) ___
*4.3(b) Employment Agreement between Easco Corporation and Terry D.
Smith dated as of December 20, 1996 (incorporated by reference to
Exhibit No. 10.5(d) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996) ___
*4.3(c) Employment Agreement between Easco Corporation and Joseph M.
Byers dated as of December 20, 1996 (incorporated by reference to
Exhibit No. 10.5(e) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996) ___
*4.3(d) Employment Agreement between Easco Corporation and James R.
McKeithan dated as of December 20, 1996 (incorporated by reference
to Exhibit No. 10.5(f) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996) ___
*4.3(e) Employment Agreement between Easco Corporation and Lawrence J.
Sax dated as of December 30, 1996 (incorporated by reference to
Exhibit No. 10.5(g) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996) ___
</TABLE>
1
<PAGE> 24
<TABLE>
<S> <C> <C>
+23.1 Consent of Deloitte & Touche LLP E-_
+23.2 Consent of Latham & Watkins (included in Exhibit 5 Opinion) E-_
+24 Power of Attorney E-_
+ Filed herewith
</TABLE>
ii
<PAGE> 1
EXHIBIT 5
LATHAM & WATKINS
ATTORNEYS AT LAW
SEARS TOWER, SUITE 6800
CHICAGO, ILLINOIS 60606
TELEPHONE (312) 876-7700
FAX (312) 993-9767
TLX 590776
ELN 62793271
----------------
April 3, 1997
Easco, Inc.
706 South State Street
Girard, Ohio 44420
Re: Registration Statement on Form S-8 for Resale of
220,000 Shares of Easco, Inc. Common Stock
------------------------------------------
Ladies and Gentlemen:
We have acted as your special counsel in connection with the
above-captioned Registration Statement (the "Registration Statement") and the
issuance by Easco, Inc., a Delaware corporation (the "Company"), of 220,000
shares of Common Stock of the Company, par value $.01 per share (the "Stock"),
pursuant to the terms of employment agreements among the Company, the
subsidiaries of the Company, and each of Norman E. Wells, Jr., Terry D. Smith,
Joseph M. Byers, James R. McKeithan and Lawrence J. Sax.
We are familiar with the proceedings taken in connection with the
authorization, issuance and sale of the Stock. In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction of the
General Corporation Law of the State of Delaware, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of any other laws.
<PAGE> 2
Easco, Inc.
April 3, 1997
Page 2
Based on the foregoing, it is our opinion, as of the date hereof, that the
Stock is duly authorized, validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Latham & Watkins
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Easco, Inc. and Subsidiaries on Form S-8 of our report dated February 18, 1997,
incorporated by reference in the Annual Report on Form 10-K of Easco, Inc. for
the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
April 3, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer of Easco, Inc., a Delaware corporation (the "Corporation"),
does hereby constitute and appoint ROBERT J. KLEIN as the true and lawful
attorney and agent of the undersigned with full power of substitution and
resubstitution, to execute, file or deliver any and all instruments and to do
any and all acts and things which said attorney and agent deems advisable to
enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Securities Act"), the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any requirements or regulations of the Securities and
Exchange Commission in respect thereto, in connection with the registration
under the Securities Act on Form S-8 of shares of common stock (the "Common
Stock") to be issued by the Corporation pursuant to employment or stock option
agreements, or the resale thereof, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as a director or officer of the Corporation, as indicated below
opposite his signature, to the registration statements, or any amendments,
post-effective amendments, supplements or papers supplemental thereto, to be
filed in respect of said Common Stock; and each of the undersigned does hereby
fully ratify and confirm all that said attorneys and agents, or any of them, or
the substitute of any of them, shall do or cause to be done by virtue hereof.
If this Power of Attorney is executed in Counterparts, each counterpart
shall be deemed an original.
<PAGE> 2
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents,
as of this 26th day of November, 1996.
/s/ W. Richard Bingham Director
- --------------------------------------
W. Richard Bingham
/s/ Tom H. Barrett Director
- --------------------------------------
Tom H. Barrett
/s/ Robert J. Klein Director
- --------------------------------------
Robert J. Klein
/s/ Gene E.Little Director
- --------------------------------------
Gene E. Little
/s/ Theodore C. Rogers Director
- --------------------------------------
Theodore C. Rogers
/s/ Samuel H. Smith, Jr. Director
- --------------------------------------
Samuel H. Smith, Jr.
/s/ Lawrence W. Ward, Jr. Director
- --------------------------------------
Lawrence W. Ward, Jr.
2
