-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M1JqrFjtH4A6/psF2xA70feiroJ3QvYRaJe2gjxClGmY6QwDuaorepV9zp1emwb6 36GberuoiN0tQxwfLJWYFQ== 0000023341-97-000032.txt : 19970912 0000023341-97-000032.hdr.sgml : 19970912 ACCESSION NUMBER: 0000023341-97-000032 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970829 EFFECTIVENESS DATE: 19970829 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONGOLEUM CORP CENTRAL INDEX KEY: 0000023341 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 020398678 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-34653 FILM NUMBER: 97672869 BUSINESS ADDRESS: STREET 1: 3705 QUAKERBRIDGE RD STE 211 STREET 2: PO BOX 3127 CITY: MERCERVILLE STATE: NJ ZIP: 08619-0127 BUSINESS PHONE: 6095843000 MAIL ADDRESS: STREET 1: 3705 QUAKERBRIDGE RD STE 211 STREET 2: PO BOX 3127 CITY: MERCERVILLE STATE: NJ ZIP: 08619-0127 S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ___________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ CONGOLEUM CORPORATION (Exact name of Registrant as specified in Its Charter) Delaware (State or other jurisdiction of incorporation or organization) 02-0398678 (IRS Employer Identification No.) 3705 Quakerbridge Road P.O. Box 3127 Mercerville, NJ 08619-0127 (Address of Principal (Zip Code) Executive Offices) CONGOLEUM CORPORATION 1995 STOCK OPTION PLAN (Full Title of the Plan) Roger S. Marcus Chairman of the Board, President and Chief Executive Officer Congoleum Corporation 3705 Quakerbridge Road P.O. Box 3127 Mercerville, New Jersey 08619-0127 (Name and Address of Agent for Service) (609) 584-3000 (Telephone Number, including Area Code, of Agent for Service) ____________________________
CALCULATION OF REGISTRATION FEE =================================================================== Proposed Proposed Title of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered Registered(1) Share (2) Price (2) Fee Class A Common Stock, par value 250,000 $11.6875 $2,921,875 $885.42 $.01 per share ===================================================================
(1) Plus such additional shares of Class A Common Stock as may be issuable pursuant to adjustments, as provided in the Congoleum Corporation 1995 Stock Option Plan, for stock dividends, splits, combinations or other changes or recapitalizations or similar transactions. (2) Estimated pursuant to Rule 457 (c) and (h) under the Securities Act of 1933 solely for the purpose of determining the registration fee and is based on the average of the reported high and low prices on the New York Stock Exchange on August 26, 1997. Index to Exhibits at Page 5 The contents of the Registration Statement on Form S-8 (File No. 33-97220) previously filed by Congoleum Corporation are incorporated by reference in this Registration Statement. 1 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 Mercerville, State of New Jersey, on this 29th day of August, 1997. CONGOLEUM CORPORATION By: /s/ Howard N. Feist --------------------- Howard N. Feist Sr. Vice President -Finance (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Roger S. Marcus and Howard N. Feist such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Roger S. Marcus Chairman of the Board, August 29, 1997 - ------------------- President, Chief Executive Roger S. Marcus Officer and Director (Principal Executive Officer) /s/ Howard N. Feist Senior Vice President - August 29, 1997 - ------------------- Finance (Principal Financial Howard N. Feist and Accounting Officer) 2 /s/ Cyril C. Baldwin, Jr. Director August 29, 1997 - ------------------------- Cyril C. Baldwin, Jr. /s/ David N. Hurwitz Director August 29, 1997 - -------------------- David N. Hurwitz /s/ John N. Irwin III Director August 29, 1997 - --------------------- John N. Irwin III /s/ Mark N. Kaplan Director August 29, 1997 - ------------------ Mark N. Kaplan /s/ Richard G. Marcus Director August 29, 1997 - --------------------- Richard G. Marcus /s/ William M. Marcus Director August 29, 1997 - --------------------- William M. Marcus Director August 29, 1997 - ---------------------- C. Barnwell Straut 3 EXHIBIT INDEX Exhibit No. - ----------- 5 Legal Opinion of Patterson, Belknap, Webb & Tyler LLP, counsel to the Registrant, regarding the legality of the Class A Common Stock being registered hereby 23.1 Consent of Ernst & Young LLP 23.2 Consent of Coopers & Lybrand L.L.P 23.3 Consent of Patterson, Belknap, Webb & Tyler LLP (contained in Exhibit 5) 24 Power of Attorney (included in the signature page to this Registration Statement) 4 EX-5 2 [LETTERHEAD OF PATTERSON, BELKNAP, WEBB & TYLER LLP] August 29, 1997 Congoleum Corporation 3705 Quakerbridge Road P.O. Box 3127 Mercerville, New Jersey 08619-0127 Dear Sirs: We have acted as counsel to Congoleum Corporation, a Delaware corporation (the "Company"), in connection with the proposed registration by the Company under the Securities Act of 1933, as amended (the "Act"), of 250,000 shares (the "Shares") of the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), pursuant to the Company's registration statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on the date hereof. In rendering this opinion we have examined the Company's Certificate of Incorporation and Bylaws, each as amended to date, and the minutes of the corporate proceedings taken by the Company in connection with the authorization of the Shares. We have also examined the originals, or copies certified or otherwise identified to us, of the corporate records of the Company, certificates of public officials and representatives of the Company, and such other documents and records, and have made such investigations of law, as we have deemed necessary for purposes of this opinion. We have assumed the genuineness of all signatures, the conformity to the original of all copies and the factual accuracy of all certificates submitted to us. On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and when sold and delivered as contemplated by the Registration Statement will constitute duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock. We express no opinion as to laws other than the corporate laws of the State of Delaware and the laws of the United States of America. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In furnishing this opinion and giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder. PATTERSON, BELKNAP, WEBB & TYLER, LLP By: /s/ Stephen W. Schwarz ------------------------ A Member of the Firm EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8, pertaining to the Stock Option Plan of Congoleum Corporation of our report dated February 21, 1997, with respect to the 1996 financial statements of Congoleum Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1996, and our report on the financial statement schedule included in our consent dated March 14, 1997, included therin, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP - --------------------- Philadelphia, Pennsylvania August 29, 1997 EX-23.2 4 [LETTERHEAD OF COOPERS & LYBRAND L.L.P.] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Congoleum Corporation on Form S-8 (File No. 333- XXXXX) of our report dated February 20, 1996 on our audits of the financial statements and financial statement schedule of Congoleum Corporation as of December 31, 1995 and for the years ended December 31, 1995 and 1994, which report is included as Exhibit 23.3 in the Congoleum Corporation annual report on form 10-K for the fiscal year ended December 31, 1996. /s/ Coopers & Lybrand L.L.P. - ---------------------------- COOPERS & LYBRAND L.L.P. Philadelphia, Pennsylvania August 29, 1997 -----END PRIVACY-ENHANCED MESSAGE-----