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)
NON-EMPLOYEE DIRECTORS 1997 STOCK 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, 100,000 24 2,400,000 827.59
PAR VALUE
$1.00 PER
SHARE
_________________________________________________________________
<FN>
(1) This Registration Statement relates to the
registration of One Hundred Thousand (100,000) shares of $1.00
par value common stock ("Common Stock") for issuance or delivery
under the TJ International, Inc. Non-Employee Directors 1997
Stock 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.
Non-Employee Directors 1997
Stock 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
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. Non-Employee Directors 1997
Stock 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. NON-EMPLOYEE DIRECTORS 1997 STOCK PLAN
<PAGE>
THE TJ INTERNATIONAL, INC.
NON-EMPLOYEE DIRECTORS 1997 STOCK PLAN
This Non-Employee Directors 1997 Stock Plan (the
"Plan") of TJ INTERNATIONAL, INC., a Delaware corporation (the
"Company") contains both nonstatutory stock option provisions and
stock award provisions.
1. Purpose of the Plan.
The purpose of the Plan is to encourage ownership in
the Company by outside directors of the Company (individually, a
"Non-Employee Director," or collectively, the "Non-Employee
Directors") whose continued services are considered essential to
the Company's continued progress and thus to provide them with an
opportunity to share in the future success of the Company and
with a further incentive to remain as directors of the Company.
Options granted under this Plan ("Options") are non-
statutory stock options which are not entitled to special tax
treatment under Section 422 of the Internal Revenue Code.
2. Administration of the Plan.
(a) The Plan shall be administered by the Board of
Directors of the Company (the "Board").
(b) Subject to the provisions of the Plan, the Board
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; (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 make all other determinations necessary or
advisable for the administration of the Plan; and (v) to exercise
all powers expressly granted to the Board by this Plan and all
other powers deemed by the Board, 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 shall be binding and conclusive on all participants in the
Plan and on their legal representatives and beneficiaries.
(c) Any action of the Board with respect to the Plan
shall be taken by a majority vote at a meeting of the Board or by
written consent of a majority of the Board without a meeting.
(d) The Board 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, 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 unless the Board expressly authorizes the
Stock Option Committee to grant Options under this Plan. For
purposes of this Section 2(d) only, "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
<PAGE>
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 maximum number of shares of the Company's $1.00 per
value common stock ("Stock") that may be issued under the Plan,
whether in direct stock awards ("Awards") or upon exercise of
Options or both, shall be One Hundred Thousand (100,000) shares
of Stock, subject to adjustment in accordance with Section 14 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
Awards or Options to be granted under the Plan. Shares of Stock
subject to Options granted under this Plan may be made available,
as the Board 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. Participation in the Plan.
Each member of the Board who is not an officer or
employee of the Company or any of its subsidiaries or affiliates
shall be eligible to participate in the Plan.
5. Duration of Plan and Options.
Unless the Plan shall theretofore have been terminated
as provided in Section 18, the Plan shall terminate on February
12, 2007, and no Options shall be granted and no Stock Awards
shall be made under this Plan after the date on which the Plan
terminates. 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. Grant of Options.
The Board shall have authority to grant each eligible
director Options to purchase Stock subject to the terms set forth
in Section 7.
7. Terms of Options.
(a) The exercise price per share of Stock subject to
each Option shall be determined by the Board 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
<PAGE>
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 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) In 1997, the Board shall have authority in its
discretion to grant eligible directors Options to purchase up to
Four Thousand (4,000) shares of Stock. The Options granted in
1997 shall be exercisable as follows: (i) Options to purchase up
to Two Thousand (2,000) shares of Stock may be exercisable
beginning one (1) year after the grant; (ii) Options to purchase
up to an additional One Thousand Three Hundred Thirty-Three
(1,333) shares of Stock may be exercisable beginning two (2)
years after the grant; and (iii) Options to purchase the
remaining additional shares (i.e. up to Six Hundred Sixty-Seven
(667)) of Stock may be exercisable beginning three (3) years
after the grant. Each year after 1997, the Board shall have
authority in its discretion to grant eligible directors Options
to purchase up to Two Thousand (2,000) shares of Stock. Such
Options shall be exercisable in three (3) equal annual
installments beginning one (1) year after the grant. The Board
shall prescribe in the applicable 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.
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 director 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 at which grant of the Option was
approved.
9. Exercise of Options.
(a) Except as hereinafter expressly provided, no
Option may be exercised at any time unless the holder thereof is
at the time of exercise a director of the Company. 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
<PAGE>
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 may adopt
regulations establishing a mechanism by which this payment method
shall be implemented in accordance with Federal Reserve Board
Regulation T.
(d) 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.
(a) Directors otherwise eligible to receive Options
under this Plan ("Participants") will observe a stock ownership
guideline as described herein (the "Guideline"). Each
Participant will own a number of shares of Stock determined by
the Board. The Board may change the Guideline in its sole
discretion from time to time by notice to each Participant. For
purposes of determining whether the Participant meets the
Guideline, the Participant may calculate the number of Eligible
Shares the Participant owns at the time of receipt of any such
notice. "Eligible Shares" shall mean (i) shares of Stock held
(whether in certificated form or in street name) directly in sole
ownership or in joint ownership with a spouse, and (ii) shares of
Stock held (whether in certificated form or in street name)
indirectly in beneficial ownership or in joint beneficial
ownership with a spouse in a trust, family limited partnership or
similar estate planning vehicle.
<PAGE>
(b) In consideration for a Participant's compliance
with the Guideline, the Participant will be eligible to receive
grants of Options under the Plan in each year in which the
Guideline is satisfied. If Options are granted under this Plan
to a Participant because the Participant has satisfied the
applicable Guideline and the Participant later sells, or
otherwise transfers, enough Stock so that the Participant no
longer satisfies the applicable Guideline, the Participant shall
not be eligible to receive grants of additional Options under the
Plan until the Participant again satisfies the applicable
Guideline, and the Board may, in its discretion, cancel all or
any part of the then unexercised Options held by the Participant
under this Plan.
(c) Notwithstanding the foregoing, any director first
elected to the Board (a "new director") after the effective date
of this Plan, shall not be required to satisfy the Guideline
until the end of the three-year period beginning on the date the
new director is first elected. The Board contemplates that new
directors will obtain, through the exercise of Options or
otherwise, sufficient shares of Stock over this three-year period
to satisfy the Guideline. To assist new directors in
accomplishing that objective, each new director shall be entitled
to receive, at the time of his or her first election to the
Board, a grant of Two Thousand (2,000) shares of Stock, which
shall be subject to the restrictions set forth in Section 10(d).
(d) A stock certificate representing the number of
shares granted shall be registered in the Participant's name but
shall be held in custody by the Company for the Participant's
account. The Participant shall have all rights and privileges of
a stockholder as to such shares, except that, unless otherwise
provided in this Section 10(d), the following restrictions shall
apply: (i) the Participant shall not be entitled to delivery of
the certificate until the completion of three years of service
(the "Earn-out Period") as an eligible director; (ii) none of the
shares may be sold, transferred, assigned, pledged, or otherwise
encumbered or disposed of during the Earn-out Period; (iii) the
shares shall be forfeited and all rights of the Participant to
such shares shall terminate unless the Participant has remained
an eligible director of the Company for the entire Earn-out
Period except that 33-1/3% of the shares shall become non-
forfeitable after each succeeding year of service as an eligible
director following the date of grant. If a Participant ceases to
be an eligible director before the end of the Earn-out Period for
any reason (including, without limitation, becoming an ineligible
employee director), the Participant shall forfeit all shares with
respect to which the appropriate years of service as an eligible
director have not been completed and all restrictions on the
shares that have become non-forfeitable shall lapse. The
forfeited shares shall be transferred to the Company without
further action by the Participant, and a certificate for the non-
forfeitable shares shall be delivered to the Participant or the
Participant's beneficiary or estate, as the case may be. If a
Participant remains an eligible director to the end of the Earn-
out Period, the restrictions on the shares shall lapse and a
stock certificate for the full number of shares granted pursuant
to Section 10(c) shall be delivered, free of all such
restrictions, to the Participant. The Company shall not be
required to deliver any fractional share of Stock but will pay,
in lieu thereof, the fair market value (measured as of the date
the restrictions lapse) of such fractional share to the
Participant or the Participant's beneficiary or estate, as the
case may be.
<PAGE>
11. Special Exercise Provisions.
(a) 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
obtains the right to acquire, beneficial ownership of
at least twenty percent (20%) of the common stock then
outstanding.
(b) After an Option holder's service on the Board
terminates for any reason other than death or permanent and total
disability, the Option holder may exercise his/her Options that
were exercisable as of his/her last day of service on the Board
within thirty (30) days after the date he/she ceased to serve on
the Board. Any Options that were not yet exercisable as of the
Option holder's last day of service on the Board shall
immediately be cancelled on the date he/she ceases to serve on
the Board. All Options not exercised by the Option holder shall
expire on the thirty-first (31st) day after the Option holder's
last day of service on the Board.
12. Death/Disability of the Option Holder.
(a) If an Option holder dies or becomes totally and
permanently disabled while serving on the Board, 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.
(b) If an Option holder dies after termination of
service on the Board, 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 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
<PAGE>
("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 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.
13. Stock Awards upon Retirement.
In addition to Options which may be granted as provided
above, upon retirement from the Board, each eligible director who
has completed at least one full term of service on the Board
shall be entitled to receive (i) a grant of One Thousand (1,000)
shares of Stock if such director has served on the Board for more
than four (4) but less than nine (9) years or (ii) a grant of Two
Thousand Five Hundred (2,500) shares of Stock if such director
has served on the Board for nine (9) or more years. Except as
otherwise provided below, each grant pursuant to this Section 13
shall become effective and the eligible director shall be
entitled to receive all of such shares of Stock on the last day
such director serves on the Board prior to retirement therefrom
(the "last day of service"). Notwithstanding the foregoing, an
eligible director may elect to defer receipt of shares of Stock
granted pursuant to this Section 13 ratably over a five-year
period commencing on the last day of service; provided, however,
such election shall not be effective unless contained in a
written instrument signed by the eligible director and delivered
to the Company not less than 90 days prior to the last day of
service. Such election, by the terms of such instrument, shall
be irrevocable as of the date of its execution. Such instrument
also shall designate a beneficiary to receive the shares of Stock
in the event the eligible director dies prior to the expiration
of such five-year period; the beneficiary so designated shall
receive the shares of Stock in such amounts and at such times as
would the eligible director had he or she survived. Shares of
Stock granted pursuant to this Section 13 shall become non-
forfeitable immediately upon grant on the last day of service.
<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.
(c) The number of shares to be granted as Awards of
restricted stock under Section 10 as Stock Awards under Section
13 shall be adjusted upon the occurrence of the events described
in Section 14(b). The Board may, in its discretion, adjust the
number of shares to be granted as Stock Awards under Section 10
and Section 13 upon the occurrence of the events described in
Section 14(a).
(d) The Board may, in its discretion, adjust the
annual limitation on Options in Section 7(b) upon the occurrence
of the events described in Sections 14(a) and (b).
15. Effective Date of Plan.
The effective date of this Plan shall be February 13,
1997, subject to subsequent approval thereof by the holders of
one-half (1/2) of all the issued and outstanding voting stock in
the Company.
16. 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 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
<PAGE>
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 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 service on the Board, death and
disability shall continue to apply with respect to the Option
holder's termination of service on the Board, death or disability
and not with respect to the termination of service, 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. 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.
17. Termination and Amendment.
The Board 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 persons 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 17 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. Non-Employee Directors 1997
Stock 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. Non-Employee Directors
1997 Stock Plan (the "Plan"), and the proposed offering of up to
100,000 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 100,000
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 28, 1996, 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
