-----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, LIP8JBWJ4SYSdrpZmKOBrfFCpZ1IS2ar14xfmKttw5L7FsERMJunrFWs758CQczQ L/V2HrIpgMvhy15bg2pesQ== 0000950134-00-000903.txt : 20000210 0000950134-00-000903.hdr.sgml : 20000210 ACCESSION NUMBER: 0000950134-00-000903 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000209 EFFECTIVENESS DATE: 20000209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELCOR CORP CENTRAL INDEX KEY: 0000032017 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 751217920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-96499 FILM NUMBER: 529578 BUSINESS ADDRESS: STREET 1: 14643 DALLAS PKWY STE 1000 STREET 2: WELLINGTON CTR CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9728510500 MAIL ADDRESS: STREET 1: WELLINGTON CENTRE STE 1000 STREET 2: 14643 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75240-8871 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CHEMICAL CORP DATE OF NAME CHANGE: 19761119 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on February 9, 2000. Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- ELCOR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-1217920 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 14643 DALLAS PARKWAY, SUITE 1000 DALLAS, TEXAS 75240-8871 (Address, including zip code, of principal executive offices) 1998 AMENDED AND RESTATED ELCOR CORPORATION INCENTIVE STOCK OPTION PLAN (Full title of the plan) DAVID G. SISLER ELCOR CORPORATION 14643 DALLAS PARKWAY, SUITE 1000 DALLAS, TEXAS 75240-8871 (972) 851-0500 (Name, address, and telephone number, including area code, of agent for service) COPY TO: ALAN G. HARVEY BAKER & MCKENZIE 2001 ROSS AVENUE, SUITE 4500 DALLAS, TEXAS 75201 ----------------- CALCULATION OF REGISTRATION FEE
======================================= ==================== ================== ==================== ================= PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF (1) REGISTERED PER SHARE(2) PRICE (2) REGISTRATION FEE - --------------------------------------- -------------------- ------------------ -------------------- ----------------- Common Stock, $1.00 par value 1,721,226 Shares $34.625 $59,597,450 $15,734 ======================================= ==================== ================== ==================== =================
(1) Shares of common stock of Elcor Corporation (the "Company"), $1.00 par value per share (the "Common Stock"), being registered hereby relate to the 1993 Elcor Corporation Incentive Stock Option Plan (the "1993 Plan"), which was amended and restated and approved by the stockholders of the Company as the 1998 Amended and Restated Elcor Corporation Incentive Stock Option Plan (collectively, with the 1993 Plan, the "Plan"). Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the basis of the average of the high and low sale prices of the Common Stock on February 2, 2000, as reported on the New York Stock Exchange. 2 INCORPORATION BY REFERENCE The 1,721,226 shares of Common Stock being registered hereby shall be issued under the Plan, which was amended and restated as of October 27, 1998, to increase the number of shares of Common Stock available for issuance under the Plan. Pursuant to Instruction E of Form S-8, the contents of the Company's Registration Statement on Form S-8 as filed with the Securities and Exchange Commission (the "SEC") on September 1, 1993, Registration No. 33-68194, is incorporated by reference herein. Item 8. Exhibits. The following are filed as exhibits to this Registration Statement:
Exhibit No. Description - ----------- ----------- 4 The Restated Certificate of Incorporation of the Company (incorporated herein by reference from Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994, SEC File No. 1-5341). 4.1 Certificate of Amendment to Certificate of Incorporation dated December 2, 1998 (incorporated herein by reference from Exhibit 3.11 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1999, SEC File No. 1-5341). 4.2 Amended and Restated Bylaws of the Company (incorporated herein by reference from Exhibit 3 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1981 and as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1988, originally filed with the SEC on February 11, 1989, File No. 1-5341). 4.3 1998 Amended and Restated Elcor Corporation Incentive Stock Option Plan (incorporated herein by reference from Appendix B in the Company's Proxy Statement for the Company's Annual Meeting of Shareholders held on October 27, 1998, SEC File No. 1-5341). 5 Opinion of David G. Sisler.* 23 Consent of Arthur Andersen LLP.* 23.1 Consent of David G. Sisler (see Exhibit 5).* 24 Power of Attorney (included on the signature page of the Registration Statement).* * Filed herewith.
II-1 3 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 Dallas, State of Texas, on February 9, 2000. ELCOR CORPORATION By: /s/ David G. Sisler ------------------------------------------------- David G. Sisler Vice-President, General Counsel and Secretary POWER OF ATTORNEY Each person whose signature appears below hereby authorizes David G. Sisler to file one or more amendments (including post-effective amendments) to this registration statement, which amendments may make such changes in this registration statement as he deems appropriate, and each such person hereby appoints David G. Sisler as attorney-in-fact to execute in the name and on behalf of the Company and any such person, individually and in each capacity stated below, any such amendments to this registration statement. 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 date indicated. /s/ Harold K. Work Chairman of the Board and Chief February 9, 2000 - ------------------------------- Executive Officer (principal Harold K. Work executive officer) /s/ Richard J. Rosebery Vice Chairman, Chief Financial and February 9, 2000 - ------------------------------- Administrative Officer, and Richard J. Rosebery Treasurer (principal financial officer) /s/ Leonard R. Harral Vice President and Chief Accounting February 9, 2000 - ------------------------------- Officer (principal accounting Leonard R. Harral officer) /s/ James E. Hall Director February 8, 2000 - ------------------------------- James E. Hall /s/ Thomas D. Karol Director February 8, 2000 - ------------------------------- Thomas D. Karol Director February 9, 2000 - ------------------------------- Dale V. Kesler /s/ David W. Quinn Director February 9, 2000 - ------------------------------- David W. Quinn
II-2 4 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 4 The Restated Certificate of Incorporation of the Company (incorporated herein by reference from Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994, SEC File No. 1-5341). 4.1 Certificate of Amendment to Certificate of Incorporation dated December 2, 1998 (incorporated herein by reference from Exhibit 3.11 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1999, SEC File No. 1-5341). 4.2 Amended and Restated Bylaws of the Company (incorporated herein by reference from Exhibit 3 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1981 and as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1988, originally filed with the SEC on February 11, 1989, File No. 1-5341). 4.3 1998 Amended and Restated Elcor Corporation Incentive Stock Option Plan (incorporated herein by reference from Appendix B in the Company's Proxy Statement for the Company's Annual Meeting of Shareholders held on October 27, 1998, SEC File No. 1-5341). 5 Opinion of David G. Sisler.* 23 Consent of Arthur Andersen LLP.* 23.1 Consent of David G. Sisler (see Exhibit 5).* 24 Power of Attorney (included on the signature page of the Registration Statement).* * Filed herewith.
EX-5 2 OPINION/CONSENT OF DAVID G. SISLER 1 EXHIBIT 5 February 9, 2000 Elcor Corporation 14643 Dallas Parkway, Suite 1000 Dallas, Texas 75240-8871 Gentlemen: Elcor Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") a Registration Statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended (the "Act"). The Registration Statement covers 1,721,226 shares of common stock, $1.00 par value per share, of the Company (the "Common Stock"), and such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan (such shares collectively referred to as the "Securities"). Such shares are to be issued pursuant to the Company's 1998 Amended and Restated Elcor Corporation Incentive Stock Plan (the "Plan"). I have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. In rendering this opinion I have examined such corporate records, documents and instruments of the Company and such certificates of public officials, have received such representations from officers of the Company, and have reviewed such questions of law as in my judgment are necessary, relevant or appropriate to enable me to render the opinion expressed below. In such examination, I have assumed the genuineness of all signatures, the authenticity of all corporate records, documents and instruments submitted to me as originals, the conformity to original documents of all documents submitted to me as conformed, certified or photostatic copies thereof, and the authenticity of the originals of such photostatic, certified or conformed copies. Based upon such examination and review and upon representations made to me by officers of the Company, I am of the opinion that upon issuance and delivery in accordance with the terms and conditions of the Plan, and upon receipt by the Company of the full consideration for the Securities as determined pursuant to the Plan, the Securities will be legally issued, fully paid and nonassessable shares of Common Stock of the Company. I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not admit that I come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder. Respectfully submitted, /s/ David G. Sisler --------------------------------------------------- David G. Sisler EX-23 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated August 16, 1999, included in Elcor Corporation's Form 10-K for the year ended June 30, 1999, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP --------------------------------------------------- ARTHUR ANDERSEN LLP Dallas, Texas, February 9, 2000 -----END PRIVACY-ENHANCED MESSAGE-----