-----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, Ceuh3iN3jxGgRdP7TbyHHVrNp85cXyG2VjovizDpMJBGBG1D/Rn4ZrknazYMLmAE +2C1XtDXsYg6Bxn3GJvoWw== 0000950134-01-506191.txt : 20010910 0000950134-01-506191.hdr.sgml : 20010910 ACCESSION NUMBER: 0000950134-01-506191 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010907 EFFECTIVENESS DATE: 20010907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED MATERIALS INC CENTRAL INDEX KEY: 0000802967 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 751872487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-69126 FILM NUMBER: 1733481 BUSINESS ADDRESS: STREET 1: 2200 ROSS AVE STE 4100 E CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2142204600 MAIL ADDRESS: STREET 1: 2200 ROSS AVENUE STREET 2: SUITE 4100 EAST CITY: DALLAS STATE: TX ZIP: 75201 S-8 1 d90519s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on September 7, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ASSOCIATED MATERIALS INCORPORATED (Exact name of registrant as specified in its charter) 2200 ROSS AVENUE, SUITE 4100 EAST DALLAS, TEXAS 75201 (214) 220-4600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) DELAWARE 75-1872487 (State of incorporation) (I.R.S. Employer Identification Number) ASSOCIATED MATERIALS INCORPORATED AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN (Full title of the plan) ROBERT L. WINSPEAR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER ASSOCIATED MATERIALS INCORPORATED 2200 ROSS AVENUE, SUITE 4100 EAST DALLAS, TX 75201 (214) 220-4600 (Name, address, including zip code, and telephone number, including area code, of agent for service) WITH A COPY TO: JAMES E. O'BANNON, ESQ. JONES, DAY, REAVIS & POGUE 2727 N. HARWOOD STREET DALLAS, TEXAS 75201 (214) 969-3766 CALCULATION OF REGISTRATION FEE
================================================================================================= Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of to be Price per Offering Registration Title of Securities to be Registered Registered(1) Share Price Fee(2) - ----------------------------------------- ------------- --------- ---------- ------------ Common Stock, par value $.0025 per share 400,000 $22.91 $9,164,000 $2,291 =================================================================================================
(1) Represents shares issuable in connection with the exercise of options previously granted under the Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (the "Plan") and shares issuable in connection with the exercise of options available for grant under the Plan. Pursuant to Rule 416, there are also registered hereunder such indeterminate number of additional shares as may become subject to awards under the Plan as a result of the antidilution provisions contained therein. (2) Calculated pursuant to Rule 457(h). ================================================================================ 1 2 EXPLANATORY NOTE This Registration Statement relates to the amendment to the Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (the "Plan") increasing the number of shares of Common Stock authorized to be issued under the Plan by 400,000 to 1,200,000 authorized shares of Common Stock. STATEMENT OF INCORPORATION BY REFERENCE Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference Registration Statement No. 333-63445 filed on Form S-8 by Associated Materials Incorporated (the "Company") with the Securities and Exchange Commission (the "Commission") on September 15, 1998, for the Plan, including all exhibits thereto. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this Registration Statement: (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2000; (ii) the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2001, (iii) the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001, (iv) the Company's Current Report on Form 8-K, dated April 29, 2001, and (v) the description of the Common Stock contained in the Company's Registration Statement on Form 8-A/A, filed by the Company with the Commission. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering made hereby, shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the date of the filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 2 3 ITEM 8. EXHIBITS 4.1 Restated Certificate of Incorporation, as amended, of Associated Materials Incorporated (the "Company") (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 4.2 Restated Bylaws of the Company (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 5.1 Opinion of Jones, Day, Reavis & Pogue 23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP 24.1 Powers of Attorney 99.1 Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 3 4 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 September 7, 2001. ASSOCIATED MATERIALS INCORPORATED By: /s/ ROBERT L. WINSPEAR ------------------------------------------ Robert L. Winspear Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on September 7, 2001.
Signatures Title WILLIAM W. WINSPEAR* Chairman of the Board, President and Chief - ------------------------- Executive Officer William W. Winspear (Principal Executive Officer) /s/ ROBERT L. WINSPEAR Vice President, Chief Financial Officer, - ------------------------- and Secretary Robert L. Winspear (Principal Financial and Accounting Officer) MICHAEL CAPORALE, JR.* Director - ------------------------- Michael Caporale, Jr. RICHARD I. GALLAND* Director - ------------------------- Richard I. Galland JOHN T. GRAY* Director - ------------------------- John T. Gray JAMES F. LEARY* Director - ------------------------- James F. Leary ALAN B. LERNER* Director - ------------------------- Alan B. Lerner A.A. MEITZ* Director - ------------------------- A.A. Meitz
* Robert L. Winspear, by signing his name hereto, does sign and execute this Registration Statement pursuant to the Powers of Attorney executed on behalf of the above-named officers and directors and filed herewith. /s/ ROBERT L. WINSPEAR ---------------------- Robert L. Winspear Attorney-in-Fact 4 5 INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT - ------- ------- 4.1 Restated Certificate of Incorporation, as amended, of Associated Materials Incorporated (the "Company") (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 4.2 Restated Bylaws of the Company (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 5.1 Opinion of Jones, Day, Reavis & Pogue 23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP 24.1 Powers of Attorney 99.1 Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001)
5 EX-5.1 3 d90519ex5-1.txt OPINION/CONSENT OF JONES, DAY, REAVIS & POGUE 1 EXHIBIT 5.1 [Letterhead of Jones, Day, Reavis & Pogue] September 7, 2001 Associated Materials Incorporated 2200 Ross Avenue, Suite 4100 East Dallas, Texas 75201 Re: Registration Statement on Form S-8 relating to 400,000 shares of Common Stock, par value $.0025 per share, of Associated Materials Incorporated Ladies and Gentlemen: We are acting as counsel to Associated Materials Incorporated, a Delaware corporation (the "Company"), in connection with the registration of 400,000 shares (the "Shares") of common stock, par value $.0025 per share, of the Company ("Common Stock") under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-8 (the "Registration Statement"). We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion. Based on such examination and on the assumptions set forth below, we are of the opinion that, when issued and delivered in accordance with the provisions of the Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (the "Plan") against payment of the consideration therefor as provided in the Plan and having a value not less than the par value thereof, the Shares will be duly authorized, validly issued, fully paid, and non-assessable. In rendering the foregoing opinion, we have relied as to certain factual matters upon certificates of officers of the Company and public officials, and we have not independently checked or verified the accuracy of the statements contained therein. In addition, our examination of matters of law has been limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America, in each case as in effect on the date hereof. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement with respect to the Common Stock. Very truly yours, /s/ Jones, Day, Reavis & Pogue Jones, Day, Reavis & Pogue 1 EX-23.2 4 d90519ex23-2.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the amendment of the Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan of our report dated February 9, 2001, with respect to the financial statements of Associated Materials Incorporated included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Dallas, Texas September 4, 2001 EX-24.1 5 d90519ex24-1.txt POWERS OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints William W. Winspear, Robert L. Winspear and James E. O'Bannon, and any of them, the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, to sign on behalf of Associated Materials Incorporated, a Delaware corporation (the "Company"), and on behalf of the undersigned in my capacity as an officer and/or a director of the Company, one or more Registration Statements on Form S-8 or any other appropriate form (the "Registration Statement"), under the Securities Act of 1933, as amended, with respect to the Common Stock, par value $.0025 per share, of the Company issuable pursuant to the Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan and to sign any or all amendments and any or all post-effective amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney or attorneys-in-fact, and any of them with or without the others, 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 in order to effectuate the same as fully to all intents and purposes as the undersigned may or could in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have executed this Power of Attorney effective as of May 24, 2001. /s/ William W. Winspear /s/ James F. Leary - ------------------------------ ------------------------------------ William W. Winspear James F. Leary /s/ Michael Caporale, Jr. /s/ Alan B. Lerner - ------------------------------ ------------------------------------ Michael Caporale, Jr. Alan B. Lerner /s/ Richard I. Galland /s/ A.A. Meitz - ------------------------------ ------------------------------------ Richard I. Galland A.A. Meitz /s/ John T. Gray /s/ Robert L. Winspear - ------------------------------ ------------------------------------ John T. Gray Robert L. Winspear -----END PRIVACY-ENHANCED MESSAGE-----