S-8

As filed with the Securities and Exchange Commission on July 28, 2003

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

APOGEE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-0919654
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7900 Xerxes Avenue South, Suite 1800

Minneapolis, Minnesota 55431

(Address, including zip code, of registrant’s principal executive offices)

Apogee Enterprises, Inc.

2000 Employee Stock Purchase Plan

(Full title of the plan)

Patricia A. Beithon, Esq.

Secretary and General Counsel

Apogee Enterprises, Inc.

7900 Xerxes Avenue South, Suite 1800

Minneapolis, Minnesota 55431

(952) 835-1874

(Name, address and telephone number, including area code, of agent for service of process)

Copy to:

Robert A. Rosenbaum, Esq.

Dorsey & Whitney LLP

50 South Sixth Street, Suite 1500

Minneapolis, MN 55402

(612) 340-2600

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Stock ($.33 1/3 par value per share)(3)	500,000	$9.53	$4,765,000	$385.49

(1) The number of shares of common stock being registered is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933, as amended. The proposed maximum aggregate offering price is based upon the average of the high and low prices of the registrant’s common stock traded on the Nasdaq National Market as reported in the consolidated reporting system on July 24, 2003.

(3) Includes preferred share purchase rights which are attached to and trade with the registrant’s common stock.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) by Apogee Enterprises, Inc. (the “Company”) are incorporated by reference in this Registration Statement:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended March 1, 2003; and

(b) The description of the Company’s common stock contained in any registration statement of the Company filed under the Securities Exchange Act of 1934, as amended, and any amendment or report filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents.

Information Regarding Financial Statements

Incorporated by Reference into this Registration Statement

On April 11, 2002, we determined not to re-engage our independent auditors, Arthur Andersen LLP (“Arthur Andersen”), and to appoint Deloitte & Touche LLP as our new independent auditors. We have attempted and have been unable to obtain from Arthur Andersen a consent for the reissuance of their report on our financial statements as of and for the fiscal years ended March 2, 2002, and March 3, 2001, as required by Section 7 of the Securities Act of 1933, as amended (the “Securities Act”). Under these circumstances, Rule 437a under the Securities Act permits us to file this Registration Statement without Arthur Andersen’s consent. Because Arthur Andersen has not consented to the incorporation by reference of their report into this Registration Statement, your right of recovery under Section 11 of the Securities Act may be limited, as you will not be able to assert claims against Arthur Andersen under Section 11 of the Securities Act for any untrue statements of a material fact contained, or any omissions to state a material fact required to be stated, in our consolidated financial statements for the fiscal years ended March 2, 2002, and March 3, 2001. In addition, the ability of Arthur Andersen to satisfy any claims (including claims arising from Arthur Andersen’s provision of auditing and other services to us) may be limited as a practical matter due to events regarding Arthur Andersen.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company is subject to Minnesota Statutes, Chapter 302A. Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity (as defined) of such person against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan), settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in connection with the

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proceeding, if, with respect to the acts or omissions of such persons complained of in the proceeding, such person (1) has not been indemnified therefor by another organization or employee benefit plan; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed that the conduct was in the best interests of the corporation in the case of acts or omissions in such person’s official capacity for the corporation, or reasonably believed that the conduct was not opposed to the best interests of the corporation in the case of acts or omissions in such person’s official capacity for other affiliated organizations.

The Company’s Restated Bylaws provide that the Company shall indemnify such persons, for such liabilities and expenses, in such manner, under such circumstances, and to such extent as required or permitted by Section 302A.521, as enacted or amended.

The Company also maintains an insurance policy or policies to assist in funding indemnification of directors and officers of the Company for certain liabilities.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1	Restated Articles of Incorporation (incorporated by reference to Exhibit 3A to the Company’s Annual Report on Form 10-K for the year ended February 27, 1988).
4.2	Restated Bylaws of the Company (incorporated by reference to Exhibit 3B to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 30, 1998).
4.3	Amended and Restated Rights Agreement, dated November 12, 2001, between the Company and Bank of New York (incorporated by reference to the Company’s Form 8-A/A filed on November 30, 2001).
23.1	Consent of Deloitte & Touche LLP.

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, as amended (the “Securities Act”);

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(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;

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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 with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in the Registration Statement.

(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 any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 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 foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Minneapolis, State of Minnesota, on the 28th day of July, 2003.

APOGEE ENTERPRISES, INC.
By:	/s/    Russell Huffer
	Russell Huffer
	Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 28th day of July, 2003.

Signature	Title
/s/    Russell Huffer Russell Huffer	Chairman, President and Chief Executive Officer and Director (principal executive officer)
/s/    Michael B. Clauer Michael B. Clauer	Chief Financial Officer (principal financial and accounting officer)
/s/    Bernard P. Aldrich Bernard P. Aldrich	Director
/s/    Robert L. Edwards Robert L. Edwards	Director
/s/    Donald W. Goldfus Donald W. Goldfus	Director
/s/    Barbara B. Grogan Barbara B. Grogan	Director
/s/    J. Patrick Horner J. Patrick Horner	Director
/s/    James L. Martineau James L. Martineau	Director
/s/    Stephen C. Mitchell Stephen C. Mitchell	Director

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/s/    Ray C. Richelsen Ray C. Richelsen	Director
/s/    Michael E. Shannon Michael E. Shannon	Director

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Exhibit Index

Exhibit Number	Description
4.1	Restated Articles of Incorporation (incorporated by reference to Exhibit 3A to the Company’s Annual Report on Form 10-K for year ended February 27, 1988).
4.2	Restated Bylaws of the Company (incorporated by reference to Exhibit 3B to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 30, 1998).
4.3	Amended and Restated Rights Agreement, dated November 12, 2001, between the Company and Bank of New York (incorporated by reference to the Company’s Form 8-A/A filed on November 30, 2001).
23.1	Consent of Deloitte & Touche LLP.

EX-23.1

Exhibit 23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement relating to 500,000 shares of common stock of Apogee Enterprises, Inc. on Form S-8 of our report dated April 2, 2003 (April 9, 2003 as to Note 10), relating to the consolidated financial statements of Apogee Enterprises, Inc. and subsidiaries as of and for the year ended March 1, 2003 (which expresses an unqualified opinion and includes explanatory paragraphs relating to the change in method of accounting for goodwill and other intangible assets and related disclosures of financial statement amounts related to the March 2, 2002 and March 3, 2001 financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such disclosures) appearing in the Annual Report on Form 10-K of Apogee Enterprises, Inc., for the year ended March 1, 2003.

Deloitte & Touche LLP  

Minneapolis, Minnesota

July 23, 2003