<PAGE> 1
As filed with the Securities and Exchange Commission on July 17, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARTIN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 63-0133054
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
301 EAST TENNESSEE STREET
FLORENCE, ALABAMA 35630
(Address of Principal Executive Offices) (Zip Code)
MARTIN INDUSTRIES, INC.
1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION
AND DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
___________________
JAMES D. WILSON
MARTIN INDUSTRIES, INC.
301 EAST TENNESSEE STREET
FLORENCE, ALABAMA 35630
(Name and Address of Agent for Service)
(205) 767-0330
(Telephone Number, Including Area Code, of Agent for Service)
with a copy to:
JOHN B. GRENIER, ESQ.
BRADLEY ARANT ROSE & WHITE LLP
2001 PARK PLACE, SUITE 1400
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed Maximum
Securities to Amount to be Maximum Offering Aggregate Offering Amount of
be Registered Registered Price Per Share* Price* Registration Fee
- ----------------------------- -------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 100,000 shares $6.3125 $631,250.00 $191.29
</TABLE>
* Estimated pursuant to Rule 457(h)(1) solely for the purpose of
calculating the registration fee and based upon the average of the
high and low prices of the common stock of Martin Industries, Inc.
reported on July 16, 1997 on The NASDAQ Stock Market's National
Market.
================================================================================
<PAGE> 2
REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference in Item 3 of Part II of the
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Registration Statement incorporates)
are incorporated by reference into the Section 10(a) Prospectus concerning the
shares of common stock, par value, $0.01 per share (the "Common Stock"), to be
offered under the Martin Industries, Inc. 1996 Non-Employee Directors' Stock
Option and Deferred Compensation Plan (the "Plan") and are available, without
charge, to the participants upon written or oral request to James W. Truitt,
Senior Vice President and Secretary, Martin Industries, Inc., 301 East
Tennessee Street, Florence, Alabama 35630 (telephone number (205) 767-0330).
The documents containing the information required by Part I of Form S-8, Martin
Industries, Inc.'s latest Annual Report on Form 10-K and all reports, proxy
statements and other communications distributed generally to the
security-holders of Martin Industries, Inc. are available, without charge, to
participants upon written or oral request to James W. Truitt, Senior Vice
President and Secretary, Martin Industries, Inc., 301 East Tennessee Street,
Florence, Alabama 35630 (telephone number (205) 767-0330).
1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Martin Industries, Inc. (referred
to either as the "Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference as
of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 29, 1997 (Commission File No. 0-26228); and
(3) The description of the Company's Common Stock, appearing in
the Company's Registration Statement on Form S-1 (Registration No. 33-90432)
declared effective by the Commission on July 12, 1995, under the caption
"DESCRIPTION OF CAPITAL STOCK."
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference and to be a part of this Registration Statement
from the date of the filing of such documents.
Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement and
the Prospectus concerning the shares of Common Stock to be offered under the
Plan to the extent that a statement contained in the Registration Statement,
Prospectus, or any other subsequently filed document that is also incorporated
by referenced herein modifies or supersedes that statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Prospectus.
II-1
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Article VII of the Registrant's Bylaws provides as follows:
ARTICLE VII - INDEMNIFICATION
SECTION 7.1 INDEMNIFICATION. The corporation shall
indemnify, and in connection with such indemnification may advance
expenses to, any person who is or was a director or officer of the
corporation, and any officer or director who is or was serving at
the request of the corporation as a director, officer, employee,
partner or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted by law,
including without limitation the General Corporation Law of the
State of Delaware. If the amount, extent, or quality of
indemnification permitted by law should be in any way restricted
after the adoption of these by-laws, then the corporation shall
indemnify such persons to the fullest extent permitted by law as
in effect at the time of the occurrence of the omission or the act
giving rise to the claimed liability with respect to which
indemnification is sought. The indemnification and advancement of
expenses pursuant to this Article VII shall be in addition to, and
not exclusive of, any other right that the person seeking
indemnification may have under these by-laws, the certificate of
incorporation, any separate contract or agreement or applicable law.
The corporation shall have the power in its discretion to indemnify
any employee or agent of the corporation in the same manner as the
corporation is required to indemnify its officers and directors
under this Section 7.1.
SECTION 7.2 INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, agent or employee of the corporation, or any person who is
or was serving at the request of the corporation as a director,
officer, partner, agent or employee of another corporation,
partnership, joint venture, trust, or other enterprise, against any
liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to
indemnify such person against such liability under applicable law.
SECTION 7.3 SURVIVAL OF RIGHT. Any right to indemnification
or advancement of expenses provided by or granted pursuant to this
Article VII shall continue as to a person who has ceased to be a
director or officer of the corporation (and at the election of the
corporation may continue as to a person who has ceased to be an
employee or agent of the corporation) and shall inure to the benefit
of the heirs, executors, administrators and personal representatives
of such an officer or director (and may at the election of the
corporation inure to the benefit of the heirs, executors,
administrators and personal representatives of agents and employees
of the corporation).
II-2
<PAGE> 5
(b) In addition to the foregoing provisions of the Bylaws of the
Registrant, directors, officers, employees and agents of the Registrant may be
indemnified by the Registrant pursuant to the provisions of Section 145 of the
General Corporation Law of the State of Delaware.
(c) In addition, the Registrant maintains directors' and officers'
liability insurance.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of the Registration
Statement:
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C> <C>
*4 - Article 4 of the Restated Certificate of Incorporation of Martin Industries, Inc.,
which was filed as Exhibit 3(a) to the Registrant's Registration Statement on Form S-1
declared effective by the Commission on July 12, 1995 (Reg. No. 33-90432).
5 - Opinion of Bradley Arant Rose & White LLP
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Bradley Arant Rose & White LLP is contained in their opinion filed as
Exhibit 5 to this Registration Statement.
</TABLE>
__________________________________
* Incorporated by reference.
II-3
<PAGE> 6
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement:
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
will not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the
II-4
<PAGE> 7
foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with 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-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Florence, State of
Alabama, on July 17, 1997.
MARTIN INDUSTRIES, INC.
a Delaware corporation
By: /S/ JAMES D. WILSON
------------------------------
James D. Wilson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ JAMES D. WILSON President, Chief Executive July 17, 1997
- ------------------------------------------- Officer, Director
James D. Wilson (Principal Executive Officer)
/S/ RODERICK V. SCHLOSSER Vice President of Finance July 17, 1997
- ------------------------------------------- and Treasurer
Roderick V. Schlosser (Principal Financial Officer
and Principal Accounting Officer)
/S/ JAMES W. TRUITT Director July 17, 1997
- -------------------------------------------
James W. Truitt
* Director July 17, 1997
- -------------------------------------------
William H. Martin, III
* Director July 17, 1997
- -------------------------------------------
William D. Biggs
* Director July 17, 1997
- -------------------------------------------
Jim D. Caudle, Sr.
* Director July 17, 1997
- -------------------------------------------
Herbert J. Dickson
* Director July 17, 1997
- -------------------------------------------
Bill G. Hughey
* Director July 17, 1997
- -------------------------------------------
Charles R. Martin
* Director July 17, 1997
- -------------------------------------------
Louis J. Martin, II
/s/ JAMES W. TRUITT July 17, 1997
- -------------------------------------------
By James W. Truitt
As Attorney-in-Fact
</TABLE>
II-6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE IN SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED FILING
------ ----------- -------------------
<S> <C> <C> <C>
*4 - Article 4 of the Restated Certificate of Incorporation of
Martin Industries, Inc., which was filed as Exhibit 3(a) to
the Registrant's Registration Statement on Form S-1 declared
effective by the Commission on July 12, 1995 (Reg. No. 33-90432).
5 - Opinion of Bradley Arant Rose & White LLP
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Bradley Arant Rose & White LLP is contained in
their opinion filed as Exhibit 5 to this Registration Statement.
</TABLE>
___________________
* Incorporated by reference.
<PAGE> 1
EXHIBIT 5
<PAGE> 2
Direct Dial (205) 521-8000
July 17, 1997
Board of Directors
Martin Industries, Inc.
301 East Tennessee Street
Florence, Alabama 35631
Gentlemen:
In our capacity as counsel for Martin Industries, Inc., a Delaware
corporation (the "Company"), we have examined the Registration Statement on
Form S-8 (the "Registration Statement"), in form as proposed to be filed by the
Company with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, relating to the proposed offering of up to
100,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"),
of the Company pursuant to the Company's 1996 Non-Employee Directors' Stock
Option and Deferred Compensation Plan (the "Plan"). In this connection, we
have examined such records, documents and proceedings as we have deemed
relevant and necessary as a basis for the opinion expressed herein.
Upon the basis of the foregoing, we are of the opinion that the shares
of the Common Stock of the Company referred to above to be offered under the
Registration Statement have been duly authorized and, when issued and delivered
in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an Exhibit to the above-referenced Registration
Statement.
Yours very truly,
/s/ Bradley Arant Rose & White LLP
----------------------------------
<PAGE> 1
EXHIBIT 23(A)
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 24, 1997
incorporated by reference in Martin Industries, Inc. Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
Registration Statement.
Birmingham, Alabama
July 17, 1997
