Registration No. _______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BANDAG, INCORPORATED
(Exact name of registrant as specified in its charter)
IOWA I.R.S. Employer I.D. No. 42-0802143
(State or other jurisdiction
of incorporation or organization)
2905 North Highway 61
Muscatine, Iowa 52761-5886
(Address of principal executive offices) (Zip Code)
BANDAG, INCORPORATED STOCK AWARD PLAN
(Full title of the plan)
Martin G. Carver With a copy to:
Chief Executive Officer and President
Bandag, Incorporated Phillip J. Hanrahan
2905 North Highway 61 Foley & Lardner
Muscatine, Iowa 52761 777 East Wisconsin Avenue
(319) 262-1400 Milwaukee, WI 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Share Offering Price Registration Fee
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Class A Common
Stock, $1 par
value 900,000 shares $30-3/16(1) $27,168,750(1) $7,172.55(2)
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1. Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), solely for the purpose of calculating the
registration fee based on the average of the high and low prices for Bandag
Incorporated Class A Common Stock as reported on The New York Stock
Exchange on November 15, 2000.
2. The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act as follows: .000264 times the Proposed Maximum Aggregate
Offering Price.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Commission by Bandag,
Incorporated (the "Company") are hereby incorporated herein by reference to File
No. 001-07007 and made a part hereof.
(a) The Company's latest Annual Report on Form 10-K, for the fiscal
year ended December 31, 1999, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended.
(b) All Quarterly Reports and other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end
of the fiscal year covered by the annual report referred to in (a) above.
(c) The description of the Class A Common Stock, $1 par value, of the
Company contained in Item 1 of the Company's Registration Statement on Form 8-A,
dated as of May 7, 1992, including any amendment or report filed for the purpose
of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby 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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Phillip J. Hanrahan, a director of the Company, is a partner of Foley
& Lardner, legal counsel for the Company.
<PAGE>
Item 6. Indemnification of Directors and Officers.
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The Company is subject to the Iowa Business Corporation Act (the "Act"
or "IBCA") which provides for or permits indemnification of directors and
officers in certain situations. Indemnification is mandatory for a director or
an officer of the Company who was wholly successful, on the merits or otherwise,
in the defense of any proceeding to which the director or officer was a party
because such person is or was a director or officer of the corporation against
reasonable expenses incurred by the director or officer in connection with the
proceeding. In addition, a director or officer may apply for limited court
ordered indemnification if certain standards are met.
To the extent an officer or director meets the applicable standard of
conduct discussed below, the Company's Bylaws provide for mandatory
indemnification of officers and directors of the Company against all reasonable
expenses and all other liabilities actually incurred by the officer or director
by reason of the fact that the person was an officer or director of the Company,
or was serving in certain other capacities at the request of the Company. Such
right to mandatory indemnification includes the advancement of expenses,
provided that the officer or director agrees in writing to repay the amounts
advanced if it is ultimately determined that the person was not entitled to be
indemnified.
The mandatory indemnification provided for above may only be made if
there has been a determination made that indemnification is proper because the
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the Company's best interests and, in a criminal action, if
such person had no reasonable cause to believe that his conduct was unlawful. No
indemnification is permitted in a shareholder's derivative suit where the
officer or director was adjudged liable to the Company, or for breach of a
person's duty of loyalty to the Company or its shareholders, or for acts or
omissions not in good faith which involve intentional misconduct or knowing
violation of the law, or in connection with a transaction where the person
derived an improper personal benefit or in connection with certain unlawful
distributions.
The Company maintains insurance for each director and officer of the
Company covering certain expenses, liability or losses he may incur that arise
by reason of his being a director or officer of the Company or subsidiary
company, whether or not the Company would have the power to indemnify such
person against such expenses, liability or loss under the IBCA.
Item 7. Exemption from Registration Claimed.
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Not applicable.
<PAGE>
Item 8. Exhibits.
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The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
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4.1 Bandag, Incorporated Stock Award Plan
4.2 Form of Bandag, Incorporated Stock Award Plan
Restricted Stock Award Agreement.
4.3 Form of Bandag, Incorporated Stock Award Plan
Nonqualified Stock Option Award Agreement.
4.4 Form of Beneficiary Designation for use in
connection with the Bandag, Incorporated Stock
Award Plan.
4.5 Restated Articles of Incorporation, effective
December 30, 1986. (Incorporated by reference to
Exhibit No. 3.2 to the Company's Form 10-K for the
year ended December 31, 1992.)
4.6 Articles of Amendment to Bandag, Incorporated's
Articles of Incorporation, effective May 6, 1992.
(Incorporated by reference to Exhibit No. 3.3 to
the Company's Form 10-K for the year ended
December 31, 1992.)
5 Opinion of Foley & Lardner
23.1 Consent of Ernst & Young LLP
23.2 Consent of Foley & Lardner (contained in Exhibit 5
hereto)
24 Power of Attorney relating to subsequent
amendments (included on the signature page to this
Registration Statement)
<PAGE>
Item 9. Undertakings.
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(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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of the securities at that time to 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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 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.
<PAGE>
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 Muscatine and State of Iowa on this 14 day of
November, 2000.
BANDAG, INCORPORATED
By: /s/ Martin G. Carver
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Martin G. Carver
Chairman of the Board,
Chief Executive Officer,
President and Director
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. Each person whose
signature appears below constitutes and appoints Martin G. Carver and Warren W.
Heidbreder each of them individually, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, 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 either of them, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
/s/ Martin G. Carver Chairman of the Board, November 14, 2000
--------------------------- Chief Executive Officer,
Martin G. Carver President and Director
(Principal Executive Officer)
/s/ Warren H. Heidbreder Vice President and November 14, 2000
--------------------------- Chief Financial Officer
Warren W. Heidbreder (Principal Financial Officer)
/s/ Charles W. Vesey Corporate Controller November 14, 2000
--------------------------- (Principal Accounting Officer)
Charles W. Vesey
<PAGE>
/s/ Robert T. Blanchard Director November 14, 2000
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Robert T. Blanchard
Director November __, 2000
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Lucille A. Carver
/s/ Roy J. Carver, Jr. Director November 14, 2000
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Roy J. Carver, Jr.
/s/ Gary E. Dewel Director November 14, 2000
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Gary E. Dewel
/s/ James R. Everline Director November 14, 2000
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James R. Everline
/s/ Phillip J. Hanrahan Director November 14, 2000
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Phillip J. Hanrahan
/s/ Edgar D. Janotta Director November 14, 2000
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Edgar D. Jannotta
/s/ R. Stephen Newman Director November 14, 2000
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R. Stephen Newman
<PAGE>
EXHIBIT INDEX
BANDAG, INCORPORATED.
STOCK AWARD PLAN
Exhibit No. Exhibit
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4.1 Bandag, Incorporated Stock Award Plan
4.2 Form of Bandag, Incorporated Stock Award Plan
Restricted Stock Award Agreement.
4.3 Form of Bandag, Incorporated Stock Award Plan
Nonqualified Stock Option Award Agreement.
4.4 Form of Beneficiary Designation for use in
connection with the Bandag, Incorporated Stock
Award Plan.
4.5 Restated Articles of Incorporation, effective
December 30, 1986. (Incorporated by reference to
Exhibit No. 3.2 to the Company's Form 10-K for the
year ended December 31, 1992.)
4.6 Articles of Amendment to Bandag, Incorporated's
Articles of Incorporation, effective May 6, 1992.
(Incorporated by reference to Exhibit No. 3.3 to
the Company's Form 10-K for the year ended
December 31, 1992.)
5 Opinion of Foley & Lardner
23.1 Consent of Ernst & Young LLP
23.2 Consent of Foley & Lardner (contained in Exhibit 5
hereto)
24 Power of Attorney relating to subsequent
amendments (included on the signature page to this
Registration Statement)
