-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RJr6OsBxWz605JOeGJPDyS2yJ4KURIwVM1VHlWpUw0RM4h0SZensHLaJ+ZiNwDp1 rKbSCdcWbCqIhnHUxrxtjg== 0000950109-94-002421.txt : 19950103 0000950109-94-002421.hdr.sgml : 19950103 ACCESSION NUMBER: 0000950109-94-002421 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941230 EFFECTIVENESS DATE: 19950118 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTHONY INDUSTRIES INC CENTRAL INDEX KEY: 0000006720 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 952077125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57137 FILM NUMBER: 94567254 BUSINESS ADDRESS: STREET 1: 4900 S EASTERN AVE STREET 2: SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90040 BUSINESS PHONE: 2137242800 MAIL ADDRESS: STREET 1: 4900 S EASTERN AVE STREET 2: SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90040 FORMER COMPANY: FORMER CONFORMED NAME: ANTHONY POOLS INC DATE OF NAME CHANGE: 19720317 S-8 1 FORM S-8 Registration No. ______________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------- Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ANTHONY INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 95-2077125 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4900 South Eastern Avenue Los Angeles, California 90040 (Address of Principal Executive Office) (Zip Code) 1994 Incentive Stock Option Plan (the "Plan") (Full title of plan) Bernard I. Forester Copy to: 4900 South Eastern Avenue, Suite 200 Richard L. Goldberg, Esq. Los Angeles, CA 90040 Proskauer Rose Goetz & Mendelsohn (Name and address of agent for service) 1585 Broadway New York, NY 10036 213-890-5800 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- Proposed Title of maximum securities Amount offering Aggregate Amount of to be to be price offering registration registered registered per share price (2) fee (1) (2) - -------------------------------------------------------------------------------- Common Stock, $1 par value 1,050,000 $17.00 $17,850,000 $6,155.22 - --------------------------------------------------------------------------------
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, this Registration Statement also registers such additional shares of the Company's Common Stock as may be offered or issued as described in the Plan described herein to prevent dilution resulting from splits, stock dividends or similar transactions. (2) Estimated solely for purposes of computing the registration fee and based on the fair market value of 1,050,000 shares of the Common Stock of the Company. The closing price for shares of the Company's Common Stock as reported on the New York Stock Exchange reporting system on December 27, 1994 was $17.00. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registration information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933 (the "Securities Act"). 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents of Anthony Industries, Inc. (the "Company") heretofore filed with the Commission are incorporated by reference into this Prospectus: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 filed under the Securities Exchange Act of 1934 (the "Exchange Act"). 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994 filed under the Exchange Act. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post- effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into the prospectus and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. The Company's Common Stock, $1 par value per share (the "Common Stock") is registered pursuant to Section 12 of the Exchange Act, and, therefore, the description of securities is omitted. 2 Item 5. Interests of Named Experts and Counsel. Mr. Richard L. Goldberg, a director of the Company, is a member of Proskauer Rose Goetz & Mendelsohn, general counsel to the Company. Item 6. Indemnification of Directors and Officers. The Company's Amended and Restated Certificate of Incorporation, in accordance with the Delaware General Corporation Law, provides that directors will not be monetarily liable for breach of their fiduciary duty as directors, except for the liability of a director resulting from a director breaching his duty of loyalty, failing to act in good faith, engaging in intentional misconduct, knowingly violating a law, paying an illegal dividend, approving an illegal stock repurchase, obtaining an improper personal benefit, or from liability under federal or state securities laws. The Company's Certificate of Incorporation provides a contractual right to directors, officers and agents of the Company to be indemnified and held harmless by the Company, to the fullest extent presently or subsequently permitted by the Delaware General Corporation Law, against certain liabilities and expenses relating to actual or threatened lawsuits involving the performance of their duties. The Company's directors and officers are insured under Directors' and Officers' liability insurance policies. Item 7. Exemption from Registration Claimed. Not applicable. 3 Item 8. Exhibits. See the Exhibit Index herein. 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 the 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 the registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Exchange Act that are incorporated by reference in the registration statement. 4 (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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. (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 liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the 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 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, 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 of whether such indemnification by it is 5 against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, 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 of the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on December 28, 1994. ANTHONY INDUSTRIES, INC. By /s/ B. I. Forester ------------------------------- B. I. Forester Chairman of the Board and Chief Executive Officer 6 Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ B. I. Forester Director, Chairman of Dec. 28, 1994 - ------------------------ the Board and Chief B. I. Forester Executive Officer (principal executive officer)* /s/ John J. Rangel Senior Vice President- Dec. 28, 1994 - ------------------------ Finance (principal John J. Rangel financial and accounting officer) /s/ R. L. Goldberg Director* Dec. 28, 1994 - ------------------------ Richard L. Goldberg /s/ Hugh V. Hunter Director* Dec. 28, 1994 - ------------------------ Hugh V. Hunter /s/ John H. Offermans Director* Dec. 28, 1994 - ------------------------ John H. Offermans /s/ John B. Simon Director* Dec. 28, 1994 - ------------------------ John B. Simon - ------------------ *A majority of the directors of the registrant. 7 EXHIBIT INDEX -------------- Sequentially Exhibit Numbered Number Description Page - ------ ----------- ---- Exhibit 5 Opinion of Proskauer Rose Goetz & Mendelsohn Exhibit 23.1 Consent of Proskauer Rose Goetz & Mendelsohn (contained in its opinion filed as Exhibit 5 to this Registration Statement) Exhibit 23.2 Consent of Ernst & Young LLP 8 EX-5 2 OPINION OF PROSKAUER ROSE GOETZ & MENDELSOHN EXHIBIT 5 --------- [LETTERHEAD OF PROSKAUER ROSE GOETZ & MENDELSOHN APPEARS HERE] December 15, 1994 Anthony Industries, Inc. 4900 South Eastern Avenue Los Angeles, CA 90040 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: You have requested our opinion in connection with Anthony Industries, Inc.'s (the "Company") Registration Statement on Form S-8 (the "Registration Statement"), pursuant to which the Company is registering under Section 5 of the Securities Act of 1933 the offer and sale of up to 1,050,000 shares (the "Shares") of its common stock, $1.00 par value, under the Company's 1994 Incentive Stock Option Plan (the "Plan"). We have reviewed copies of the Amended and Restated Certificate of Incorporation, as amended, and the By-laws of the Company, the Registration Statement and the Plan, and have examined such corporate documents and records and other certificates, and have made such investigations of law, as we have deemed necessary in order to render the opinion hereinafter set forth. As to certain questions of fact material to our opinion, we have relied upon statement of officers of the Company and upon certificates of public officials. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued upon the exercise of option in accordance with the Plan, will be validly issued, fully paid and non-assessable. Anthony Industries, Inc. December 15, 1994 Page 2 We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, PROSKAUER ROSE GOETZ & MENDELSOHN By: /s/ Robert Cantone ----------------------- EX-23.2 3 CONSENT OF ERNST & YOUNG EXHIBIT 23.2 ------------ CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement pertaining to the 1994 Incentive Stock Option Plan of our report dated February 17, 1994 with respect to the consolidated financial statements and schedules of Anthony Industries, Inc. included and incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP December 29, 1994 -----END PRIVACY-ENHANCED MESSAGE-----