AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1,
1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________________
TJ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 82-0250992
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 E. MALLARD DRIVE
BOISE, IDAHO 83706
(Address, Including Zip Code, of Principal Executive Offices)
KEY EMPLOYEES' 1996 STOCK OPTION PLAN
(Full title of the Plan)
_________________________
RICHARD B. DRURY
CORPORATE SECRETARY
TJ INTERNATIONAL, INC.
200 E. MALLARD DRIVE
BOISE, IDAHO 83706
TELEPHONE (208) 364-3300
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
(1) (2) (2)
_________________________________________________________________
<S> <C> <C> <C> <C>
COMMON STOCK, 1,500,000 24 36,000,000 12,413.79
PAR VALUE
$1.00 PER
SHARE
_________________________________________________________________
<FN>
(1) This Registration Statement relates to the
registration of One Million Five Hundred Thousand (1,500,000)
shares of $1.00 par value common stock ("Common Stock") for
issuance or delivery under the TJ International, Inc. Key
Employees' 1996 Stock Option Plan (the "Plan"). Pursuant to Rule
416(a) under the Securities Act of 1933, this Registration
Statement also relates to such indeterminate number of additional
shares of Common Stock as may be issuable to eliminate any
dilutive effect of any future stock split, stock dividend or
similar transaction.
(2) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457 under the Securities Act
of 1933, as amended, the price per share is estimated to be
24 based upon the average high and low prices for TJ
International, Inc. Common Stock as reported on the NASDAQ
National Market on July 30, 1997.
</FN>
</TABLE>
_________________________________________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The information required in Part I is omitted from this
Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference
into this Registration Statement and are deemed to be a part
hereof from the date of the filing of such documents.
(1) The Registrant's Annual Report on Form 10-K for
the fiscal year ended December 28, 1996 (SEC File No. 000-07469).
(2) All reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since the end of the fiscal year covered by
the Registrant's Annual 1996 Report on Form 10-K, including
without limitation, the Registrant's Quarterly Report on Form
10-Q for the three months ended March 29, 1997 (SEC File No.
000-07469).
(3) The description of Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the
Exchange Act, including all amendments or reports filed for the
purpose of updating such description.
(4) All other documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities
offered have been sold or that deregisters all securities that
remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended Certificate of Incorporation ("Certificate")
of the Company provides that a director of the Company shall not
be personally liable to the Company 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 Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the General Delaware Corporation Law ("DGCL"), or (iv) for any
transaction from which the director derived any improper personal
benefit.
The Bylaws ("Bylaws") of the Company provide that to the
full extent permitted by law, the Company shall indemnify and
advance expenses to any person who is or was a director, officer,
employee or fiduciary of the Company, or was serving at the
request of a director, officer, employee or fiduciary of the
Company, against liabilities which may be incurred by such person
by reason of (or arising in part from) such capacity.
<PAGE>
Section 145 of the DGCL authorizes the indemnification
of directors and officers against liability incurred by reason of
being a director or officer and against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action,
suit or proceeding seeking to establish such liability, in the
case of third-party claims, if the officer or director acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and in the case
of actions by or in the right of the corporation, if the officer
or director acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the
corporation, unless, despite the adjudication of liability, a
court otherwise determines. Indemnification also is authorized
with respect to any criminal action or proceeding where, in
addition to the above, the officer or director has no reasonable
cause to believe that his conduct was unlawful.
The above discussion of the Company's Certificate,
Bylaws and Section 145 of the DGCL is only a summary and is
qualified in its entirety by the full text of each of the
foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits included as part of this Registration
Statement are as follows:
Exhibit Number Description
3.01 Amended Certificate of
Incorporation of the Company was
filed as an exhibit to the
Company's Form 10-Q for the quarter
ended July 2, 1994 (SEC File No.
000-07469), and is incorporated
herein by this reference.
3.02 Bylaws of Trus Joist Corporation (a
Delaware corporation), was filed as
an exhibit to the Company's Form
10-K for the fiscal year ended
December 28, 1991 (SEC File No.
000-07469), and is incorporated
herein by this reference.
4.01 TJ International, Inc. Key
Employees' 1996 Stock Option Plan.
5.01 Opinion of Hawley Troxell Ennis &
Hawley LLP
23.01 Consent of Hawley Troxell Ennis &
Hawley LLP (included in Exhibit
5.01)
23.02 Consent of Arthur Andersen LLP
24.01 Powers of Attorney
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;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of this
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
this Registration Statement;
<PAGE>
(iii) To include any material
information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any
material change to such information in this Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do 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 this 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 being 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 any
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in this 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 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 is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(Signatures on following page)
<PAGE>
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 thereunto duly authorized, in
the City of Boise, State of Idaho, on August 1, 1997.
TJ INTERNATIONAL, INC.
By: /S/ Thomas H. Denig
-----------------------------------
Thomas H. Denig
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 dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/Thomas H. Denig President and Chief
Executive Officer August 1, 1997
(Principal Executive
Officer and Director)
/s/Valerie A. Vice President, Finance
Heusinkveld and Chief Financial August 1, 1997
Officer (Principal
Financial and
Accounting Officer)
/s/Harold E. Chairman of the Board August 1, 1997
Thomas*
/s/Robert B. Director August 1, 1997
Findlay*
/s/Joyce A. Director August 1, 1997
Godwin*
/s/J.L. Scott* Director August 1, 1997
/s/Jerre L. Stead* Director August 1, 1997
/s/Arthur L. Director August 1, 1997
Troutner*
<PAGE>
/s/Steven C. Director August 1, 1997
Wheelwright*
/s/William J. Director August 1, 1997
White*
</TABLE>
* Thomas H. Denig, by signing his name hereto, does
hereby sign this Registration Statement on behalf of each of the
above-named directors of TJ International, Inc., pursuant to
powers of attorney executed on behalf of each such director.
By:
/s/ Thomas H. Denig
Thomas H. Denig
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER DESCRIPTION
3.01 Amended Certificate of Incorporation of
July 21, 1997 the Company was filed as an exhibit
to the Company's Form 10-Q for the quarter ended
July 2, 1994 (SEC File No. 000-07469), and is
incorporated herein by this reference.
3.02 Bylaws of Trus Joist Corporation (a Delaware
corporation), was filed as an exhibit to the
Company's Form 10-K for the fiscal year ended
December 28, 1991 (SEC File No. 000-07469), and is
incorporated herein by this reference.
4.01 TJ International, Inc. Key Employees' 1996 Stock
Option Plan.
5.01 Opinion of Hawley Troxell Ennis & Hawley LLP
23.01 Consent of Hawley Troxell Ennis & Hawley LLP
(included in Exhibit 5.01)
23.02 Consent of Arthur Andersen LLP
24.01 Powers of Attorney
EXHIBIT 4.01
TJ INTERNATIONAL, INC. KEY EMPLOYEES' 1996 STOCK OPTION PLAN
<PAGE>
THE TJ INTERNATIONAL, INC. KEY EMPLOYEES' 1996
STOCK OPTION PLAN
This plan is a stock option plan that contains both
"incentive" stock option and nonstatutory stock option provisions
(the "Plan"), under which options can be granted from time to
time to eligible employees of TJ INTERNATIONAL, INC., a Delaware
corporation (the "Company"), or any of its subsidiary
corporations (the "Option Holders"), to purchase shares of the
Company's $1.00 par value common stock ("Stock") subject to the
limitations, provisions and requirements hereinafter stated.
1. Purpose of the Plan.
The general purpose of the Plan is to aid in attracting,
developing and retaining a management capable of insuring the
future success of the Company. The Plan is designed to aid the
Company in retaining the services of key management employees of
the Company, or any of its subsidiaries, including the officers
of the Company, as may be determined in the discretion of the
Board of Directors from time to time; to attract new management
personnel needed for future operations and growth; to offer such
present and future key employees additional incentives to put
forth maximum efforts for the future success of the Company; and
to afford them opportunities to obtain or increase a proprietary
interest in the Company, and thereby, to have an opportunity to
share in such future success.
Options granted under this Plan are intended to qualify
either as "incentive" stock options ("Incentive Options") under
IRC Section 422A of the Internal Revenue Code of 1986, as now or
hereafter amended ("Internal Revenue Code"), or, if so elected by
the Board of Directors, as stock options which do not meet the
requirements of IRC Section 422A of the Internal Revenue Code
("Nonstatutory Options"). Incentive Options and Nonstatutory
Options are collectively referred to as "Options."
2. Administration of the Plan.
(a) The Plan shall be administered by the Board of
Directors of the Company.
(b) Subject to the provisions of the Plan, the Board
of Directors shall have authority in its discretion (i)
to construe and interpret the Plan and all Options granted
hereunder, to determine the terms and provisions (and
amendments thereof) of the Options granted under the Plan (which
need not be identical), including such terms and provisions (and
amendments) as shall be required in the judgment of the Board of
Directors to provide that Incentive Options under the Plan will
be treated as "incentive" stock options under the Internal
Revenue Code or to conform to any change in any law or regulation
applicable thereto; (ii) to define the terms used in the Plan and
in the Options granted thereunder; (iii) to prescribe, amend or
rescind rules and regulations relating to the Plan; (iv) to
determine the individuals to whom and the time or times at which
Options shall be granted, the types of Options granted, the
number of shares subject to each Option, the exercise price for
Options, and the duration of leaves of absence which may be
<PAGE>
granted to participants without constituting a termination of
their employment for the purposes of the Plan; (v) to make all
other determinations necessary or advisable for the
administration of the Plan; and (vi) to exercise all powers
expressly granted to the Board of Directors by this Plan and all
other powers deemed by the Board of Directors, in its discretion,
to be necessary or desirable to accomplish the intent and
purposes of the Plan. All determinations and interpretations
made by the Board of Directors shall be binding and conclusive on
all participants in the Plan and on their legal representatives
and beneficiaries.
(c) Any action of the Board of Directors with respect
to the Plan shall be taken by a majority vote at a meeting of the
Board of Directors or by written consent of a majority of the
Board of Directors without a meeting.
(d) The Board of Directors may, if it deems advisable,
appoint a Stock Option Committee, consisting of not less than two
(2) Non-Employee Directors of the company appointed by the Board
of Directors, to carry out such functions and to serve such terms
as the Board may designate. However, all Options granted under
this Plan shall be granted by the Board of Directors of the
Company unless the Board expressly authorizes the Stock Option
Committee to grant Options under this Plan. For purposes of this
Plan, "Non -Employee Director" means a director who meets the
criteria of Rule 16b-3(b)(3)(i) of the Securities Exchange Act of
1934 (i.e., a director who, at the time he exercises discretion
concerning this plan (1) is not an officer or employee of the
Company or any subsidiary or parent of the Company; (2) does not
receive compensation, either directly or indirectly, from the
Company or any subsidiary or parent of the Company in any
capacity other than as a director, except for an amount that
would not need to be disclosed under 17 C.F.R. Section
229.404(a); (3) does not possess an interest in any other
transaction required to be disclosed under 17 C.F.R. Section
229.404(a); and (4) is not engaged in a business relationship
required to be disclosed under 17 C.F.R. Section 229.404(a)).
3. Maximum Number of Shares Subject to Plan.
The Board of Directors may grant Options to purchase
from the Company not more than One Million Five Hundred Thousand
(1,500,000) shares of Stock, subject to adjustment in accordance
with Section 13 of the Plan. If any Option granted hereunder
shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares of Stock subject
thereto shall (unless the Plan shall have been terminated) again
be available for other Options to be granted under the Plan.
Shares of Stock subject to Options granted under this Plan may be
made available, as the Board of Directors of the Company shall
determine from time to time, from authorized but unissued
shares of Stock or issued shares of Stock which have been
reacquired by the Company. Shares of Stock delivered under the
Plan shall be fully paid, validly issued and nonassessable.
4. Selection of Option Holders.
Options shall be granted only to such key management
employees, including officers of the Company or any of its
subsidiaries, as may from time to time be selected by the Board
of Directors of the Company, subject to the provisions herein
contained. No Option shall be granted
<PAGE>
to a Director or officer who is not an employee of the Company or
one of its subsidiaries. No Incentive Option shall be granted to
an employee who immediately before such grant owned stock
representing more than ten percent (10%) of the voting power or
value of all classes of stock of the Company or any of its
subsidiaries unless the exercise price is at least one hundred
ten percent (110%) of the fair market value of the Stock subject
to the Incentive Option at the time of the grant, and such
Incentive Option is not exercisable more than five (5) years
after the date such Option was granted.
5. Duration of Plan and Options.
Unless the Plan shall theretofore have been terminated
as provided in Section 18, no Options shall be granted under this
Plan later than December 18, 2006. Notwithstanding any other
provision of this Plan, no Option may be exercised after ten (10)
years from the date of grant of such Option. Unexercised Options
shall expire ten (10) years after date of grant.
6. Terms of Options.
(a) The exercise price per share of Stock subject to
each Option shall be determined by the Board of Directors of the
Company at the time of granting each individual Option hereunder
and shall be set forth in the applicable Option Agreement; but in
no event shall the exercise price of an Option be less than the
fair market value of the Company's Stock on the date the Option
is granted. The fair market value of such shares shall be
determined by the Board of Directors on the basis of published
market quotations; but in no event shall the fair market value
so determined be less than the closing price of the publicly
traded shares of Stock on the trading day immediately preceding
the date on which the Option is granted, as quoted in the Wall
Street Journal or successor generally recognized business journal
or, if such business journal does not list the published market
quotation, then on the NASDAQ reporting system or successor
reporting system.
(b) The Board of Directors shall have authority in its
discretion to prescribe in any Option Agreement the time or times
when an Option may be exercised and the number of shares of Stock
subject to the Option. Each Option shall expire and all rights
to purchase Stock thereunder shall cease on the date fixed by the
Board in the Option Agreement.
7. Incentive Options.
The provisions of this Section 7 apply only to Incentive
Options:
The aggregate fair market value (determined as of the
date of grant) of shares of Stock for which "incentive" stock
options are exercisable for the first time by an employee under
all stock option plans of the Company or any of its subsidiaries,
shall not exceed $100,000 during any calendar year.
<PAGE>
8. Time of Option Grant.
No Option shall be deemed to have been granted until it
has been duly executed in writing by the Company. The grant of
an Option pursuant to the Plan shall be effective as of the date
of the Board meeting (or written consent in lieu of a meeting)
approving the grant of the Option, but only if a written Option
Agreement containing the terms and conditions of the Option shall
thereafter be duly executed and delivered by or on behalf of the
Company and the employee to whom such Option is granted. The
Option Agreement shall be dated as of the date of the meeting
(or written consent) of the Board of Directors at which grant of
the Option was approved.
9. Exercise of Options.
(a) Except as hereinafter expressly provided, no
Option, whether Incentive or Nonstatutory, may be exercised at
any time unless the Option Holder thereof is at the time of
exercise an employee of the Company or one of its subsidiaries.
After an Option or an installment of an Option becomes
exercisable, such Option or installment may be exercised in full
or in part at any time prior to its expiration or termination as
provided in this Plan.
(b) Options may be exercised by giving written notice
to the Company specifying the number of shares of Stock to be
acquired, accompanied by the entire exercise price for such
shares either (i) in cash (or by certified or cashier's check or
money order), or (ii) in the form of an assignment to the Company
of sufficient other shares of Stock, which have been owned by the
Option Holder for at least six months before the date of
exercise, having a fair market value equalling such exercise
price, or (iii) in a combination of such cash and Stock. If
shares of Stock are used to pay the exercise price in whole or in
part, such shares shall be valued on the basis of published
market quotations; but in no event shall the fair market value so
determined be less than the closing price of the publicly traded
shares of Stock on the trading day immediately preceding the date
on which the Option Holder exercises the Option, as quoted in the
Wall Street Journal or successor generally recognized business
journal or, if such business journal does not list the published
market quotation, then on the NASDAQ reporting system or
successor reporting system.
(c) Payment of the exercise price may also be made by
delivering to the Company a properly executed exercise notice
together with irrevocable instructions to the Company to deliver,
to a securities broker specified in the notice, the certificate
for the Stock acquired upon exercise of the Option and further
irrevocable instructions to the specified broker to deposit the
Stock in the Option Holder's cash account (if the Stock is to be
sold to pay the exercise price) or his/her margin account (if the
exercise price is to be funded by a margin loan) and to promptly
deliver to the Company the Stock sale or margin loan proceeds in
the amount of the exercise price. The Board of Directors may
adopt regulations establishing a mechanism by which this payment
method shall be implemented in accordance with Federal Reserve
Board Regulation T.
(d) In addition to payment of the exercise price upon
exercise of an Option under this Plan, the Company shall require
the recipient of the Stock to remit to the Company an amount
<PAGE>
sufficient to satisfy all applicable federal and state income tax
withholding requirements resulting from the exercise, either (i)
in cash (or by certified or cashier's check or money order), or
(ii) in the form of an assignment to the Company of sufficient
other shares of Stock which have been owned by the Option Holder
for at least six months before the date of exercise, having a
fair market value equalling such withholding tax, or (iii) in a
combination of such cash and Stock. Stock surrendered under this
Section 9(d) shall be valued at its fair market value on the date
the amount of withholding tax is determined.
(e) Notwithstanding anything contained herein to the
contrary, the issuance date of the shares of Stock issued upon
the exercise of the Option shall be the date the cash and/or
Stock received by the Company is appropriately recorded in the
Company's books and records. No person entitled to exercise any
Option granted under the Plan shall have any of the rights and
privileges of a shareholder of the Company in respect to any
shares of Stock issuable upon exercise of such Option until
certificates representing such shares shall have been issued and
delivered.
10. Stock Ownership Guidelines.
The Company anticipates that some of the Options granted
pursuant to this Plan will be granted under the Company's Long
Term Stock Ownership Incentive Program to eligible executives
("Executives") who satisfy Stock ownership guidelines set forth
in the Company's Leveraged Stock Purchase Plan (the "Stock
Purchase Plan"). If Options are granted under this Plan to an
Executive because the Executive has satisfied the Stock ownership
guidelines in the Stock Purchase Plan and the Executive later
sells, or otherwise transfers, enough Stock of the Company so
that the Executive no longer satisfies the applicable Stock
ownership guideline, the Board of Directors may, in its
discretion, cancel all or any part of the then unexercised
Options held by the Executive under this Plan.
11. Special Exercise Provisions.
At any time after the date of grant, an Option shall be
exercisable (notwithstanding any contrary provisions of this Plan
or any Option Agreement under this Plan) with respect to the full
number of shares subject to that Option:
(1) During the period commencing as of the
effective date of any agreement entered by the Company or the
shareholders of the Company to dispose of all or substantially
all of the assets or stock of the Company by means of a sale,
reorganization, liquidation, or otherwise, and ending two (2)
years after the disposition of assets or stock contemplated by
the agreement; or
(2) During the two (2) year period
commencing on the date any person or group (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934) commences, or announces the intent to make, a tender offer
or exchange offer the consummation of which would result in the
beneficial ownership by the person or group of at least thirty
percent (30%) of the common stock then outstanding, or acquires,
or
<page
obtains the right to acquire, beneficial ownership of at least
twenty percent (20%) of the common stock then outstanding.
12. Termination of Employment.
(a) If an Option Holder's employment with the Company
is terminated for cause (as defined in Section 12(e)) or if the
Option Holder voluntarily terminates employment with the Company
for any reason other than death, permanent and total disability
or retirement after age 55 pursuant to the terms of a retirement
program of the Company, the Option Holder may exercise his/her
Options that were exercisable as of his/her last day of
employment within thirty (30) days after the date he/she ceased
employment. Any Options that were not yet exercisable as of
the Option Holder's last day of employment shall immediately be
cancelled on the date he/she ceases employment. All Options not
exercised by the Option Holder shall expire on the thirty-first
(31st) day after the Option Holder's last day of employment.
(b) If an Option Holder's employment with the Company
is terminated involuntarily but not for cause (as defined in
Section 12(e)), the Option Holder may exercise his/her Options
that were exercisable as of his/her last day of employment during
a period to be determined by the Board of Directors of the
Company, but in no event less than thirty (30) days or more than
one (1) year for Incentive Options and two (2) years for
Nonstatutory Options after his/her last day of employment. The
Board of Directors shall also have discretion to determine what
additional Options, if any, held by the Option Holder on his/her
last day of employment shall be exercisable during the exercise
period the Board establishes.
(c) If an Option Holder retires after reaching age
fifty-five (55) pursuant to the terms of a retirement program of
the Company, his/her Options that were exercisable as of his/her
last day of employment shall continue to be exercisable and, for
each year of the Option Holder's service with the Company, an
additional three percent (3%) of his/her Options that were not
previously exercisable shall become immediately exercisable upon
his/her retirement. Incentive Options shall continue to be
exercisable until the earlier of the expiration date and two (2)
months after the Option Holder's retirement; and Nonstatutory
Options shall continue to be exercisable until the earlier of the
expiration date and two (2) years after the Option Holder's
retirement.
(d) A leave of absence approved in writing by the
Chief Executive Officer of the Company or, in the case of the
Chief Executive Officer, by the Board of Directors, shall not be
deemed a termination of employment for the purposes of this
Section 11; but no Option may be exercised during any such leave
of absence except during the first three (3) months thereof.
(e) For purposes of this Plan, "cause" means the
Option Holder has (i) committed any act detrimental to the
Company's interest, such as any form of dishonesty, including
theft; criminal or other conduct involving moral turpitude
connected with employment or that otherwise reflects adversely
upon the Company's reputation or operations; violation of any
noncompetition agreement; unauthorized disclosure of proprietary
or confidential information; sabotage or destruction of the
Company's property or equipment; refusal to return property,
documents, or information belonging to or originating with the
Company; willful or intentional violation or disregard of
Company policy; repeated performance or conduct problems; refusal
to follow supervisory directions or instructions; unlawful
harassment or discrimination; or similar acts or reasons; or (ii)
engaged in any other type of conduct or behavior detrimental to
the Company's safe and efficient operation, the orderly closure,
elimination, sale, leasing or subcontracting out of the Option
Holder's job, operation or department, and/or its other business
interests.
13. Death/Disability of the Option Holder.
(a) If an Option Holder dies or becomes totally and
permanently disabled while employed by the Company, all of
his/her Options, whether or not previously exercisable, shall
become exercisable upon the date of his/her death or disability.
The Options shall continue to be exercisable until the earlier of
the expiration date of the Option and two (2) years from the date
of death or disability; provided that in the case of an Option
Holder's disability, all Incentive Options shall expire no later
than one (1) year after the date of disability.
(b) If an Option Holder dies after termination of
employment with the Company, the Options that were exercisable on
the date of his/her death may be exercised by the personal
representative of his/her estate, his/her heir or his/her legatee
until the earlier of the expiration date of the Option and two
(2) years from the date of death.
(c) If deemed by the Board of Directors to be in the
best interest of the Company, any Option granted to an Option
Holder who is not a citizen of the United States may include a
cash settlement right ("Cash Settlement Right"). Cash Settlement
Rights shall be subject to such terms and conditions not
inconsistent with the other provisions of this Plan as the Board
of Directors shall determine, provided that:
(1) A Cash Settlement Right shall be
exercisable only after the Option Holder's death, by a legatee or
legatees of the Cash Settlement Right under the Option Holder's
last will, by the personal representative of the Option Holder's
estate or by the Option Holder's heirs or distributees, and only
to the extent the Option in which the Cash Settlement Right is
included is exercisable. Notwithstanding the preceding sentence,
a Cash Settlement Right is exercisable only when the fair market
value of a share of Stock exceeds the exercise price specified in
the Option.
(2) A Cash Settlement Right shall entitle
the Option Holder's legatee, personal representative, heir or
distributee (as the case may be) to surrender to the Company
unexercised the Option, or portion thereof, to which it is
related, or any portion thereof, and to receive from the Company
in exchange therefor cash in an amount equal to the excess of the
fair market value on the date of exercise of one share of Stock
over the exercise price per share specified in such Option
multiplied by the number of shares of Stock subject to the
Option, or portion thereof, which is so surrendered. The Board
of Directors may elect to settle the Company's obligation arising
out of the exercise of a Cash Settlement Right by payment of cash
or by check.
<PAGE>
14. Adjustments.
The number of shares subject to the Plan and to Options
granted under the Plan shall be adjusted as follows:
(a) In the event that the Company's outstanding common
stock is changed by any stock dividend, stock split or
combination of shares, the number of shares subject to the Plan
and to Options therefore granted thereunder and the exercise
price of such Options shall be proportionately adjusted;
provided, however, that no fractional share or shares shall be
effected by such an event.
(b) In the event of any merger or consolidation of the
Company with any other corporation or corporations, there shall
be substituted for each share of Stock then subject to the Plan,
whether or not at the time subject to the outstanding Options,
the number and kind of shares of stock or other securities into
which each outstanding share of Stock of the Company shall be
converted by such merger or consolidation.
15. Disclosure.
If an employee shall sell or otherwise dispose of the
Stock acquired upon exercise of any Incentive Option either (i)
before the expiration of a two (2) year period after the date of
the grant of the Incentive Option, or (ii) before the expiration
of a one (1) year period after the transfer of the Stock to
him/her, the employee agrees to inform the Company of such sale
and all details thereof, including the number of shares sold,
selling price, ordinary income realized thereon, and such other
reasonable details as may be requested by the Company.
16. Effective Date of Plan.
The effective date of this Plan shall be December 19,
1996, subject to subsequent approval thereof by the holders of
one-half (1/2) of all the issued and outstanding voting stock in
the Company.
17. Non-Transferability of Options.
(a) Except as provided in subsection (b) next below,
no Option granted under this Plan shall be transferrable
by any Option Holder otherwise than by will or the laws of
descent and distribution; and, during an Option Holder's
lifetime, his/her Options shall be exercisable only by him/her.
(b) Notwithstanding the provisions of subsection (a)
above, an Option Holder, at any time before his/her death, may
assign all or any portion of any Nonstatutory Option granted to
him/her to (i) his/her spouse or lineal descendant, (ii) the
trustee of a trust for the primary benefit of his/her spouse or
lineal descendant, or (iii) a partnership of which his/her spouse
and lineal descendants are the only partners. In such event, the
spouse, lineal descendant, trustee or partnership will be
entitled to the right to exercise the assigned portion of such
Option, subject
<PAGE>
to all of the terms, conditions and restrictions applicable to
the Option, as set forth in this Plan and in the related Option
Agreement immediately prior to the effective date of the
assignment. (For example, the provisions of this Plan and the
Option Agreement dealing with termination of employment, death
and disability shall continue to apply with respect to the Option
Holder's termination of employment, death or disability and not
with respect to the termination of employment, death or
disability of any other person to whom the Option has been
assigned.) Any such assignment will be permitted only if (i) the
Option Holder does not receive any consideration therefor, and
(ii) the assignment is expressly permitted by the applicable
Option Agreement as approved by the Board of Directors. Any such
assignment shall be evidenced by an appropriate written document
executed by the Option Holder, and a copy thereof shall be
delivered to the Company on or before the effective date of the
assignment.
18. Termination and Amendment.
The Board of Directors of the Company may at any time
suspend or terminate the Plan. The Board may also amend or
revise the terms of the Plan. However, no such action shall:
(i) Change the class of employees eligible to receive
Options;
(ii) Without the consent of the Option Holder, change
or impair any Option previously granted;
(iii) Increase the maximum number of shares subject to
Options hereunder;
(iv) Change the minimum exercise price;
(v) Change the limitations on the Options; or
(vi) Increase the time limitations on the grant of
Options.
Nothing in this Section 18 shall prevent adjustments
required by Section 14 hereof.
EXHIBIT 5.01
OPINION OF HAWLEY TROXELL ENNIS & HAWLEY LLP
<PAGE>
August 1, 1997
TJ International, Inc.
200 E. Mallard Drive
Boise, Idaho 83706
Re: TJ International, Inc. Key Employees' 1996 Stock
Option Plan Form S-8 Registration Statement
Ladies and Gentlemen:
This office represents TJ International, Inc., a
Delaware corporation (the "Company"). This opinion is
delivered in connection with the referenced Form S-8 Registration
Statement relating to the TJ International, Inc. Key Employees'
1996 Stock Option Plan (the "Plan"), and the proposed offering of
up to 1,500,000 shares of the Company's Common Stock, $1.00 par
value per share (hereinafter referred to as the "Common Stock").
In connection therewith, we have examined originals or copies of
corporate records, certificates of public officials and of
officers of the Company and other instruments relating to the
authorization and issuance of such shares of Common Stock as we
have deemed relevant and necessary for the opinion hereinafter
expressed.
On the basis of the foregoing, we are of the opinion
that the Plan and the proposed offer thereunder of up to
1,500,000 shares of Common Stock have been duly authorized by
the Board of Directors of the Company, and the shares, when
issued in accordance with the terms and conditions of the Plan,
will be legally issued, fully paid and nonassessable.
The opinions herein expressed are limited to the laws of
the United States, and the General Corporation Law of the State
of Delaware, all as in effect on the date hereof.
We hereby consent to the filing of this opinion as an
exhibit to said Registration Statement on Form S-8.
Sincerely,
HAWLEY TROXELL ENNIS & HAWLEY LLP
/s/ Hawley Troxell Ennis & Hawley LLP
EXHIBIT 23.02
CONSENT OF ARTHUR ANDERSEN LLP
<PAGE>
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement of
our report dated January 30 1997, included in the Company's
Form 10-K for the year ended December 30, 1995, and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Boise, Idaho
July 31, 1997
EXHIBIT 24.01
POWERS OF ATTORNEY
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Harold E.
Thomas, have made, constituted and appointed, and by these
presents do make, constitute and appoint either the Chairman of
the Board or the President of TJ International, Inc., a Delaware
corporation, my true and lawful attorney in my name, place and
stead, and for my use and benefit as follows:
- For the special purpose of signing the Company's
Form 10-K for the fiscal year ended December 28,
1996 to be filed with the Securities and Exchange
Commission on or before March 28, 1997, and
- For the special purpose of signing all such Forms
S-8 as the Company may be required to file
pursuant to SEC regulations
and to sign, seal, execute, deliver and acknowledge such
instruments in writing of whatever kind and nature as may be
necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power
and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done, as fully to all
intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney
shall lawfully do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 13th day of February, 1997.
/s/ Harold E. Thomas
___________________________
Harold E. Thomas
STATE OF IDAHO
County of Ada
On this 13th day of February, 1997, before me, the
undersigned, a Notary Public in and for said State, personally
appeared Harold E. Thomas, known to me to be the person whose
name is subscribed to the foregoing and acknowledged to me that
[s]he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
/s/ Patricia K. Stiburek
-----------------------------
Notary Public for the State of Idaho
Residing at Boise, ID
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Robert B.
Findlay, have made, constituted and appointed, and by these
presents do make, constitute and appoint either the Chairman of
the Board or the President of TJ International, Inc., a Delaware
corporation, my true and lawful attorney in my name, place and
stead, and for my use and benefit as follows:
- For the special purpose of signing the Company's
Form 10-K for the fiscal year ended December 28,
1996 to be filed with the Securities and Exchange
Commission on or before March 28, 1997, and
- For the special purpose of signing all such Forms
S-8 as the Company may be required to file
pursuant to SEC regulations
and to sign, seal, execute, deliver and acknowledge such
instruments in writing of whatever kind and nature as may be
necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power
and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done, as fully to all
intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney
shall lawfully do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 13th day of February, 1997.
/s/ Robert B. Findlay
___________________________
Robert B. Findlay
STATE OF IDAHO
County of Ada
On this 13th day of February, 1997, before me, the
undersigned, a Notary Public in and for said State, personally
appeared Robert B. Findlay, known to me to be the person whose
name is subscribed to the foregoing and acknowledged to me that
[s]he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
/s/ Patricia K. Stiburek
-----------------------------
Notary Public for the State of Idaho
Residing at Boise, ID
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Joyce A.
Godwin, have made, constituted and appointed, and by these
presents do make, constitute and appoint either the Chairman of
the Board or the President of TJ International, Inc., a Delaware
corporation, my true and lawful attorney in my name, place and
stead, and for my use and benefit as follows:
- For the special purpose of signing all such Forms
S-8 as the Company may be required to file
pursuant to SEC regulations
and to sign, seal, execute, deliver and acknowledge such
instruments in writing of whatever kind and nature as may be
necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power
and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done, as fully to all
intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney
shall lawfully do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 16th day of July, 1997.
/s/ Joyce A. Godwin
___________________________
STATE OF IDAHO
County of Ada
On this 16th day of July, 1997, before me, the
undersigned, a Notary Public in and for said State, personally
appeared Joyce A. Godwin, known to me to be the person whose name
is subscribed to the foregoing and acknowledged to me that [s]he
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
/s/ Patricia K. Stiburek
-----------------------------
Notary Public for the State of Idaho
Residing at Boise, ID
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, J.L. Scott,
have made, constituted and appointed, and by these presents do
make, constitute and appoint either the Chairman of the Board or
the President of TJ International, Inc., a Delaware corporation,
my true and lawful attorney in my name, place and stead, and for
my use and benefit as follows:
- For the special purpose of signing the Company's
Form 10-K for the fiscal year ended December 28,
1996 to be filed with the Securities and Exchange
Commission on or before March 28, 1997, and
- For the special purpose of signing all such Forms
S-8 as the Company may be required to file
pursuant to SEC regulations
and to sign, seal, execute, deliver and acknowledge such
instruments in writing of whatever kind and nature as may be
necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power
and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done, as fully to all
intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney
shall lawfully do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 13th day of February, 1997.
/s/ J.L. Scott
___________________________
J.L. Scott
STATE OF IDAHO
County of Ada
On this 13th day of February, 1997, before me, the
undersigned, a Notary Public in and for said State, personally
appeared J.L. Scott, known to me to be the person whose name
is subscribed to the foregoing and acknowledged to me that [s]he
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
/s/ Patricia K. Stiburek
-----------------------------
Notary Public for the State of Idaho
Residing at Boise, ID
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Jerre L.
Stead, have made, constituted and appointed, and by these
presents do make, constitute and appoint either the Chairman of
the Board or the President of TJ International, Inc., a Delaware
corporation, my true and lawful attorney in my name, place and
stead, and for my use and benefit as follows:
- For the special purpose of signing the Company's
Form 10-K for the fiscal year ended December 28,
1996 to be filed with the Securities and Exchange
Commission on or before March 28, 1997, and
- For the special purpose of signing all such Forms
S-8 as the Company may be required to file
pursuant to SEC regulations
and to sign, seal, execute, deliver and acknowledge such
instruments in writing of whatever kind and nature as may be
necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power
and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done, as fully to all
intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney
shall lawfully do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 13th day of February, 1997.
/s/ Jerre L. Stead
___________________________
Jerre L. Stead
STATE OF IDAHO
County of Ada
On this 13th day of February, 1997, before me, the
undersigned, a Notary Public in and for said State, personally
appeared Jerre L. Stead, known to me to be the person whose name
is subscribed to the foregoing and acknowledged to me that [s]he
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
/s/ Patricia K. Stiburek
-----------------------------
Notary Public for the State of Idaho
Residing at Boise, ID
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Arthur L.
Troutner, have made, constituted and appointed, and by these
presents do make, constitute and appoint either the Chairman of
the Board or the President of TJ International, Inc., a Delaware
corporation, my true and lawful attorney in my name, place and
stead, and for my use and benefit as follows:
- For the special purpose of signing the Company's
Form 10-K for the fiscal year ended December 28,
1996 to be filed with the Securities and Exchange
Commission on or before March 28, 1997, and
- For the special purpose of signing all such Forms
S-8 as the Company may be required to file
pursuant to SEC regulations
and to sign, seal, execute, deliver and acknowledge such
instruments in writing of whatever kind and nature as may be
necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power
and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done, as fully to all
intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney
shall lawfully do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 13th day of February, 1997.
/s/ Arthur L. Troutner
___________________________
Arthur L. Troutner
STATE OF IDAHO
County of Ada
On this 13th day of February, 1997, before me, the
undersigned, a Notary Public in and for said State, personally
appeared Arthur L. Troutner, known to me to be the person whose
name is subscribed to the foregoing and acknowledged to me that
[s]he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
/s/ Patricia K. Stiburek
-----------------------------
Notary Public for the State of Idaho
Residing at Boise, ID
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Steven C.
Wheelwright, have made, constituted and appointed, and by these
presents do make, constitute and appoint either the Chairman of
the Board or the President of TJ International, Inc., a Delaware
corporation, my true and lawful attorney in my name, place and
stead, and for my use and benefit as follows:
- For the special purpose of signing the Company's
Form 10-K for the fiscal year ended December 28,
1996 to be filed with the Securities and Exchange
Commission on or before March 28, 1997, and
- For the special purpose of signing all such Forms
S-8 as the Company may be required to file
pursuant to SEC regulations
and to sign, seal, execute, deliver and acknowledge such
instruments in writing of whatever kind and nature as may be
necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power
and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done, as fully to all
intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney
shall lawfully do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 13th day of February, 1997.
/s/ Steven C. Wheelwright
___________________________
Steven C. Wheelright
STATE OF IDAHO
County of Ada
On this 13th day of February, 1997, before me, the
undersigned, a Notary Public in and for said State, personally
appeared Steven C. Wheelwright, known to me to be the person
whose name is subscribed to the foregoing and acknowledged to me
that [s]he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
/s/ Patricia K. Stiburek
-----------------------------
Notary Public for the State of Idaho
Residing at Boise, ID
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, William J.
White, have made, constituted and appointed, and by these
presents do make, constitute and appoint either the Chairman of
the Board or the President of TJ International, Inc., a Delaware
corporation, my true and lawful attorney in my name, place and
stead, and for my use and benefit as follows:
- For the special purpose of signing the Company's
Form 10-K for the fiscal year ended December 28,
1996 to be filed with the Securities and Exchange
Commission on or before March 28, 1997, and
- For the special purpose of signing all such Forms
S-8 as the Company may be required to file
pursuant to SEC regulations
and to sign, seal, execute, deliver and acknowledge such
instruments in writing of whatever kind and nature as may be
necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power
and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done, as fully to all
intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney
shall lawfully do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 13th day of February, 1997.
/s/ William J. White
___________________________
William J. White
STATE OF IDAHO
County of Ada
On this 13th day of February, 1997, before me, the
undersigned, a Notary Public in and for said State, personally
appeared William J. White, known to me to be the person whose
name is subscribed to the foregoing and acknowledged to me that
[s]he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
/s/ Patricia K. Stiburek
-----------------------------
Notary Public for the State of Idaho
Residing at Boise, ID
