-----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, DuXNtXRk6I8X4YgNGMth0J8h/K0+e2GhvXL36Ohcup0HeYVnbCvH9DIArU2DYN8d QaCO7dMqPGibyjXFyvvKxA== 0000950152-04-007091.txt : 20040928 0000950152-04-007091.hdr.sgml : 20040928 20040928141254 ACCESSION NUMBER: 0000950152-04-007091 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040928 DATE AS OF CHANGE: 20040928 EFFECTIVENESS DATE: 20040928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDERSONS INC CENTRAL INDEX KEY: 0000821026 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 341562374 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-119333 FILM NUMBER: 041049392 BUSINESS ADDRESS: STREET 1: 480 W DUSSEL DR CITY: MAUMEE STATE: OH ZIP: 43537 BUSINESS PHONE: 4198935050 MAIL ADDRESS: STREET 1: 480 W DUSSEL DR CITY: MAUMEE STATE: OH ZIP: 43537 FORMER COMPANY: FORMER CONFORMED NAME: ANDERSONS MANAGEMENT CORP DATE OF NAME CHANGE: 19931119 S-8 1 l09702asv8.txt THE ANDERSONS, INC. S-8 As filed with the Securities and Exchange Commission on September 28, 2004 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------------------- THE ANDERSONS, INC. (Exact name of registrant as specified in its charter) ------------------------- Ohio 34-1562374 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 480 West Dussel Drive, Maumee, Ohio 43537 (Address of Principal Executive Offices) (Zip Code)
------------------------- THE ANDERSONS, INC. 2004 EMPLOYEE SHARE PURCHASE PLAN (Full title of the plans) Beverly J. McBride The Andersons, Inc. 480 West Dussel Drive Maumee, Ohio 43537 (Name and address of agent for service) (419) 893-5050 (Telephone number, including area code, of agent for service) -------------------------- CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of securities to Amount to be price per aggregate registration be registered registered share (1) offering price (1) fee Common Shares, no par value 300,000 shares $ 20.795 $ 6,238,500 $ 790.42
(1) Computed on the basis of the price at which stock of the same class was sold on September 23, 2004 pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the amount of the registration fee. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. Item 2. Registrant Information and Employee Plan Annual Information. Omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 Item 3. Incorporation of Certain Documents by Reference. The following documents filed by the Company under the Securities and Exchange Act of 1934, as amended are incorporated herein by reference to this Registration Statement. - -- Annual Report on Form 10-K for the year ended December 31, 2003; - -- Quarterly reports on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004; and - -- The description of the Company's Common Shares contained in Item 1 of the Company's registration statement on Form 8-A filed with the Commission on October 19, 1995. All other reports filed by the company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of such fiscal year are also incorporated by reference. In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 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 herein and to be a part hereof from the date of the filing of such reports and documents. Any statement contained 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 other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 8. Exhibits.
Exhibit Number Description of Document 4 The Andersons, Inc. 2004 Employee Share Purchase Plan (incorporated by reference from Appendix B to the Proxy Statement for the Annual Meeting of Shareholders held on May 13, 2004)
5.1 Opinion of Beverly J. McBride with respect to the legality of certain shares of the Common Stock being registered 23.1 Consent of Independent Registered Public Accounting Firm 23.2 Consent of Beverly J. McBride (included in opinion filed as Exhibit 5.1) 24.1 Power of Attorney
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 by the undersigned, thereunto duly authorized, in the City of Maumee, State of Ohio, on September 28, 2004. THE ANDERSONS, INC. By: /s/Michael J. Anderson Its: President and CEO Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and as of the date indicated.
Signature Title Date /s/Richard P. Anderson* - --------------------------- Richard P. Anderson Chairman of the Board, Director September 28, 2004 /s/Michael J. Anderson - --------------------------- Michael J. Anderson Chief Executive Officer, President, Director (Principal Executive Officer) September 28, 2004 /s/Thomas H. Anderson* - --------------------------- Thomas H. Anderson Chairman Emeritus, Director September 28, 2004 /s/Gary L. Smith* - --------------------------- Gary L. Smith Vice President, Finance and Treasurer (Principal Financial Officer) September 28, 2004 /s/Richard R. George* - --------------------------- Richard R. George Vice President, Controller and CIO (Principal Accounting Officer) September 28, 2004 /s/John F. Barrett* - --------------------------- John F. Barrett Director September 28, 2004 /s/Paul M. Kraus* - --------------------------- Paul M. Kraus Director September 28, 2004 /s/Donald L. Mennel* - --------------------------- Donald L. Mennel Director September 28, 2004
/s/David L. Nichols* - --------------------------- David L. Nichols Director September 28, 2004 /s/Sidney A. Ribeau* - --------------------------- Dr. Sidney A. Ribeau Director September 28, 2004 /s/Charles A. Sullivan* - --------------------------- Charles A. Sullivan Director September 28, 2004 /s/Jacqueline F. Woods* - --------------------------- Jacqueline F. Woods Director September 28, 2004 * By /s/Michael J. Anderson September 28, 2004 -------------------------- Attorney-in-fact
EX-5.1 2 l09702aexv5w1.txt EXHIBIT 5.1 Exhibit 5.1 [The Andersons Letterhead] September 28, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: The Andersons, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: I am general counsel to The Andersons, Inc., an Ohio corporation (the "Corporation"), and have advised the Corporation in connection with the proposed registration by the Corporation of 300,000 of its common shares, no par value (the "Shares"), pursuant to a Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the "Commission") on September 28, 2004 under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). The Shares are to be issued and sold by the Corporation to certain employees of the Corporation pursuant to The Andersons, Inc. 2004 Employee Share Purchase Plan (the "Plan"). For purposes of the opinions contained in this letter, I have examined and relied upon such corporate proceedings, documents, records and matters of law as I have deemed necessary or appropriate for the expression of the opinions contained herein. In addition, for purposes hereof, I have assumed with your permission and without independent investigation that all factual information supplied to me for the purpose hereof is complete and accurate and that no changes will be made in the definitive form of the documents I have reviewed in draft form which would impact my opinions. Based upon and subject to the foregoing, I hereby advise you that in my opinion: 1. The Corporation is a corporation validly existing and in good standing under the General Corporation Law of the State of Ohio. 2. The Shares are duly authorized, and, when (i) the Registration Statement becomes effective under the Act and (ii) the Shares have been duly executed and delivered on behalf of the Corporation and issued in accordance with the terms of the Plan upon receipt of the consideration to be paid therefor, the Shares will be validly issued, fully paid and nonassessable. I am qualified to practice law in the State of Ohio and do not herein express any opinion as to any laws other than the laws of the State of Ohio, as such laws are constituted on the date of this opinion. I do not find it necessary for the purposes of this opinion, and accordingly I do not purport to cover herein, the application of the securities or "Blue Sky" laws of the various states to the issuance and sale of the Shares. I hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving this consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/Beverly J. McBride Beverly J. McBride Vice President, General Counsel and Secretary EX-23.1 3 l09702aexv23w1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 8, 2004 relating to the financial statements and financial statement schedule of The Andersons, Inc., which appears in The Andersons, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Toledo, OH September 28, 2004 EX-24.1 4 l09702aexv24w1.txt EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY The Andersons, Inc. Registration Statement 2004 Employee Share Purchase Plan KNOW ALL PERSONS BY THESE PRESENTS: That each person whose signature appears below constitutes and appoints Michael J. Anderson and Richard P. Anderson, and each of them signing singly, his/her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him/her and in his/her name, place and stead in any and all such capacities, to sign any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Share Purchase Plan, including, without limitation, power and authority to sign his/her name to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 28th day of September, 2004. /s/Richard P. Anderson - ----------------------------- Richard P. Anderson Chairman of the Board, Director /s/Michael J. Anderson - ----------------------------- Michael J. Anderson Chief Executive Officer, President, Director (Principal Executive Officer) /s/Thomas H. Anderson - ----------------------------- Thomas H. Anderson Chairman Emeritus, Director /s/Gary L. Smith - ----------------------------- Gary L. Smith Vice President, Finance and Treasurer (Principal Financial Officer) /s/Richard R. George - ----------------------------- Richard R. George Vice President, Controller and CIO (Principal Accounting Officer) /s/John F. Barrett - ----------------------------- John F. Barrett Director /s/Paul M. Kraus - ----------------------------- Paul M. Kraus Director /s/Donald L. Mennel - ----------------------------- Donald L. Mennel Director /s/David L. Nichols - ----------------------------- David L. Nichols Director /s/Sidney A. Ribeau - ----------------------------- Dr. Sidney A. Ribeau Director /s/Charles A. Sullivan - ----------------------------- Charles A. Sullivan Director /s/Jacqueline F. Woods - ----------------------------- Jacqueline F. Woods Director -----END PRIVACY-ENHANCED MESSAGE-----