<PAGE> 1
As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 333-31485
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 1
TO
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
================================================================================
<PAGE> 2
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 Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Florence, State of Alabama, on August
13, 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 Amendment No. 1 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 August 13, 1997
- --------------------------------------- Officer, Director
James D. Wilson (Principal Executive Officer)
/s/ Roderick V. Schlosser Vice President of Finance August 13, 1997
- --------------------------------------- and Treasurer
Roderick V. Schlosser (Principal Financial Officer
and Principal Accounting Officer)
/s/ James W. Truitt
- --------------------------------------- Director August 13, 1997
James W. Truitt
*
- --------------------------------------- Director August 13, 1997
William H. Martin, III
*
- --------------------------------------- Director August 13, 1997
William D. Biggs
*
- --------------------------------------- Director August 13, 1997
Jim D. Caudle, Sr.
*
- --------------------------------------- Director August 13, 1997
Herbert J. Dickson
*
- --------------------------------------- Director August 13, 1997
Bill G. Hughey
</TABLE>
II-1
<PAGE> 3
<TABLE>
<S> <C> <C>
*
- -------------------------------------- Director August 13, 1997
Charles R. Martin
*
- -------------------------------------- Director August 13, 1997
Louis J. Martin, II
* /s/ James W. Truitt August 13, 1997
-------------------------------------
By James W. Truitt
as Attorney-in-Fact
</TABLE>
II-2
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE IN SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED FILING
- ------ ----------- ---------------
<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,
which was filed as Exhibit 5 to the Registrant's
Registration Statement on Form S-8 declared
effective by the Commission on July 17, 1997
(Reg. No. 333-31485).
*23(a) - Consent of Arthur Andersen LLP, which was
filed as Exhibit 23(a) to the Registrant's
Registration Statement on Form S-8 declared
effective by the Commission on July 17, 1997
(Reg. No. 333-31485).
*23(b) - Consent of Bradley Arant Rose & White LLP,
which was filed as Exhibit 5 to the Registrant's
Registration Statement on Form S-8 declared
effective by the Commission on July 17, 1997
(Reg. No. 333-31485).
24 - Powers of Attorney.
</TABLE>
- -------------------------------------------
* Incorporated by reference.
<PAGE> 1
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Non-Employee Directors' Stock Option and Deferred Compensation Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Martin Industries, Inc., whose signature appears below, hereby constitutes and
appoints William H. Martin, III, James D. Wilson and James W. Truitt, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-8 relating to the offering of up to 100,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Non-Employee Directors' Stock Option and Deferred Compensation
Plan, including all amendments to such registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and with any state securities
commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ William D. Biggs
-----------------------------------------
William D. Biggs
<PAGE> 2
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Non-Employee Directors' Stock Option and Deferred Compensation Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Martin Industries, Inc., whose signature appears below, hereby constitutes and
appoints William H. Martin, III, James D. Wilson and James W. Truitt, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-8 relating to the offering of up to 100,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Non-Employee Directors' Stock Option and Deferred Compensation
Plan, including all amendments to such registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and with any state securities
commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ Herbert J. Dickson
---------------------------------------
Herbert J. Dickson
<PAGE> 3
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Non-Employee Directors' Stock Option and Deferred Compensation Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Martin Industries, Inc., whose signature appears below, hereby constitutes and
appoints William H. Martin, III, James D. Wilson and James W. Truitt, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-8 relating to the offering of up to 100,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Non-Employee Directors' Stock Option and Deferred Compensation
Plan, including all amendments to such registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and with any state securities
commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ Bill G. Hughey
----------------------------------------
Bill G. Hughey
<PAGE> 4
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Non-Employee Directors' Stock Option and Deferred Compensation Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Martin Industries, Inc., whose signature appears below, hereby constitutes and
appoints William H. Martin, III, James D. Wilson and James W. Truitt, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-8 relating to the offering of up to 100,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Non-Employee Directors' Stock Option and Deferred Compensation
Plan, including all amendments to such registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and with any state securities
commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ Jim D. Caudle, Sr.
-------------------------------------
Jim D. Caudle, Sr.
<PAGE> 5
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Non-Employee Directors' Stock Option and Deferred Compensation Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Martin Industries, Inc., whose signature appears below, hereby constitutes and
appoints William H. Martin, III, James D. Wilson and James W. Truitt, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-8 relating to the offering of up to 100,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Non-Employee Directors' Stock Option and Deferred Compensation
Plan, including all amendments to such registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and with any state securities
commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ Charles R. Martin
---------------------------------------
Charles R. Martin
<PAGE> 6
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Non-Employee Directors' Stock Option and Deferred Compensation Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Martin Industries, Inc., whose signature appears below, hereby constitutes and
appoints William H. Martin, III, James D. Wilson and James W. Truitt, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-8 relating to the offering of up to 100,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Non-Employee Directors' Stock Option and Deferred Compensation
Plan, including all amendments to such registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and with any state securities
commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ Louis J. Martin, II
-------------------------------------
Louis J. Martin, II
<PAGE> 7
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Non-Employee Directors' Stock Option and Deferred Compensation Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Martin Industries, Inc., whose signature appears below, hereby constitutes and
appoints James D. Wilson and James W. Truitt, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a registration statement of Martin Industries, Inc. on Form
S-8 relating to the offering of up to 100,000 shares of the common stock, $0.01
par value, of Martin Industries, Inc. pursuant to the Martin Industries, Inc.
Non-Employee Directors' Stock Option and Deferred Compensation Plan, including
all amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ William H. Martin, III
---------------------------------------
William H. Martin, III
<PAGE> 8
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Non-Employee Directors' Stock Option and Deferred Compensation Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of Martin
Industries, Inc., whose signature appears below, hereby constitutes and
appoints William H. Martin, III, James D. Wilson and James W. Truitt, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a registration statement of Martin Industries,
Inc. on Form S-8 relating to the offering of up to 100,000 shares of the common
stock, $0.01 par value, of Martin Industries, Inc. pursuant to the Martin
Industries, Inc. Non-Employee Directors' Stock Option and Deferred Compensation
Plan, including all amendments to such registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and with any state securities
commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ Roderick V. Schlosser
-------------------------------------
Roderick V. Schlosser
<PAGE> 9
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Non-Employee Directors' Stock Option and Deferred Compensation Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Martin Industries, Inc., whose signature appears below, hereby constitutes and
appoints William H. Martin, III and James D. Wilson, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a registration statement of Martin Industries, Inc. on Form
S-8 relating to the offering of up to 100,000 shares of the common stock, $0.01
par value, of Martin Industries, Inc. pursuant to the Martin Industries, Inc.
Non-Employee Directors' Stock Option and Deferred Compensation Plan, including
all amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ James W. Truitt
-----------------------------------
James W. Truitt
<PAGE> 10
STATE OF ALABAMA )
COUNTY OF LAUDERDALE )
POWER OF ATTORNEY
(Non-Employee Directors' Stock Option and Deferred Compensation Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Martin Industries, Inc., whose signature appears below, hereby constitutes and
appoints William H. Martin, III and James W. Truitt, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a registration statement of Martin Industries, Inc. on Form
S-8 relating to the offering of up to 100,000 shares of the common stock, $0.01
par value, of Martin Industries, Inc. pursuant to the Martin Industries, Inc.
Non-Employee Directors' Stock Option and Deferred Compensation Plan, including
all amendments to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated this 15th day of July, 1997.
/s/ James D. Wilson
---------------------------------------
James D. Wilson
