-----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, SBGhH/vDuUXB+AY7a7yc5qnRyqTG5AnGV9+e4Bg6ZXFGeyaWYU6uKT8mOqOyMY59 XWChQm4Wo23GZ3X3zxsXgQ== 0000950135-97-004199.txt : 19971024 0000950135-97-004199.hdr.sgml : 19971024 ACCESSION NUMBER: 0000950135-97-004199 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19971021 EFFECTIVENESS DATE: 19971021 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCK OF AGES CORP CENTRAL INDEX KEY: 0000084581 STANDARD INDUSTRIAL CLASSIFICATION: 3281 IRS NUMBER: 020212792 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-07826 FILM NUMBER: 97698416 BUSINESS ADDRESS: STREET 1: 369 NORTH STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 BUSINESS PHONE: 6032258397 POS462B 1 ROCK OF AGES CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1997 REGISTRATION NO. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ROCK OF AGES CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 3281 030153200 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
772 GRANITEVILLE ROAD GRANITEVILLE, VERMONT 05654 (802) 476-3121 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ KURT M. SWENSON PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS ROCK OF AGES CORPORATION 772 GRANITEVILLE ROAD GRANITEVILLE, VERMONT 05654 (802) 476-3121 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copies of Communications to: KENT A. COIT, ESQ. JORGE L. FREELAND, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & QUENTEL, ONE BEACON STREET P.A. BOSTON, MASSACHUSETTS 02108 1221 BRICKELL AVENUE (617) 573-4800 MIAMI, FLORIDA 33131 (617) 573-4822 (FAX) (305) 579-0500 (305) 579-0717 (FAX)
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-33685 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
================================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO OFFERING AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED BE REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE - - ---------------------------------------------------------------------------------------------------------------- Class A Common Stock, par value $.01 per share.................. 373,750 $18.50 $6,914,375 $2,096 ================================================================================================================
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 This registration statement is being filed with respect to the registration of additional shares of Class A Common Stock, par value $.01 per share, of Rock of Ages Corporation, a Delaware corporation, for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-33685) are incorporated in this registration statement by reference. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Graniteville, Vermont on October 21, 1997. ROCK OF AGES CORPORATION By: /s/ KURT M. SWENSON ------------------------------------ Name: Kurt M. Swenson Title: President, Chief Executive Officer and Chairman of the Board of Directors KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kurt M. Swenson and Richard C. Kimball and each of them, as such person's true and lawful attorney-in-fact and agent with full power of substitution and revocation for such person and in such person's name, place and stead, in any and all capacities, to execute any and all amendments to this 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-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 21, 1997.
SIGNATURE TITLE - - ---------------------------------------- --------------------------------------------------- /s/ KURT M. SWENSON President, Chief Executive Officer and Chairman of - - ---------------------------------------- the Board of Directors (Principal Executive KURT M. SWENSON Officer) /s/ GEORGE R. ANDERSON Senior Vice President, Chief Financial Officer, - - ---------------------------------------- Treasurer and Director (Principal Financial GEORGE R. ANDERSON Officer) /s/ RICHARD C. KIMBALL Vice Chairman and President, Memorials Division, - - ---------------------------------------- and Director RICHARD C. KIMBALL /s/ JON M. GREGORY President, Quarry Division and Director - - ---------------------------------------- JON M. GREGORY Senior Vice President, Barre and Canada - - ---------------------------------------- Manufacturing Operations and Director MARK A. GHERARDI /s/ G. THOMAS OGLESBY, JR. President, Keystone Memorials, Inc. and Director - - ---------------------------------------- G. THOMAS OGLESBY, JR. /s/ PETER A. FRIBERG Senior Vice President, Memorial Sales and Director - - ---------------------------------------- PETER A. FRIBERG /s/ CHARLES M. WAITE Director - - ---------------------------------------- CHARLES M. WAITE
4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - - -------- ----------- 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of KPMG Peat Marwick LLP 23.3 Consent of KPMG Peat Marwick LLP 23.4 Consent of KPMG Peat Marwick LLP 23.5 Consent of Greene and Company, L.L.P. 23.6 Consent of Greene and Company, L.L.P. 23.7 Consent of Greene and Company, L.L.P. 23.8 Consent of Greene and Company, L.L.P. 23.9 Written consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in the opinion filed as Exhibit 5.1) 24. Power of Attorney (set forth on the signature page of this Registration Statement)
EX-5 2 OPINION OF SKADDEN, ARPS, SLATE, MEAGHER, & FLOM 1 Exhibit 5 October 21, 1997 ROCK OF AGES CORPORATION 772 Graniteville Road Graniteville, Vermont 05654 Re: Rock of Ages Corporation Registration Statement on Form S-1 ---------------------------------- Ladies and Gentlemen: We have acted as special counsel to Rock of Ages Corporation, a Delaware corporation (the "Company"), in connection with the offering by the Company of an aggregate of up to 373,750 shares (including 48,750 shares subject to an over-allotment option) (the "Shares") of the Company's Class A Common Stock, par value $.01 per share (the "Common Stock"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form S-1 relating to the Shares, being filed by the Company on the date hereof with the Securities and Exchange Commission (the "Commission") under the Securities Act (the "Registration Statement"); (ii) the Underwriting Agreement dated as of October 20, 1997 (the "Underwriting Agreement") among the Company, as issuer, certain selling stockholders and Raymond, James & Associates, Inc., for itself and as representative of the several Underwriters (the "Underwriters"); (iii) the form of a specimen certificate representing the Shares; (iv) the Amended and Restated Certificate of Incorporation of the Company, as presently in effect; (v) the By-Laws of the Company, as presently in effect; and (vi) certain resolutions adopted by the Board of Directors of the Company and certain resolutions adopted by the Offering Committee appointed by the Board of Directors of the Company, in each case relating to the issuance and sale of the Shares and certain related matters. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. 2 ROCK OF AGES CORPORATION October 21, 1997 Page 2 In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. In making our examination of documents executed or to be executed by parties other than the Company, we have assumed that such parties had or will have the power, corporate and other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate and other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. The opinions expressed herein are limited to the laws of the State of Delaware and to the federal laws of the United States of America to the extent specifically referred to herein. Based upon and subject to the foregoing, we are of the opinion that when (i) the Registration Statement becomes effective, and (ii) certificates representing the Shares in the form of the specimen certificate examined by us have been duly executed by an authorized officer of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar, and delivered to and paid for by the Underwriters, as contemplated by the Underwriting Agreement, the Shares will have been duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. 3 ROCK OF AGES CORPORATION October 21, 1997 Page 3 This opinion is furnished by us, as your special counsel, in connection with the filing of the Registration Statement and, except as provided in the immediately preceding paragraph, is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person without our prior written permission. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.1 The Board of Directors, Rock of Ages Corporation: The audits referred to in our report dated March 24, 1997, except as to Note 13 which is as of August 12, 1997, included the related financial statement schedules as of December 31, 1996, and for each of the years in the three-year period ended December 31, 1996, included in the registration statement (or incorporated by reference in the registration statement). These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG Peat Marwick LLP ------------------------------ KPMG Peat Marwick LLP Burlington, VT October 20, 1997 EX-23.2 4 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.2 The Board of Directors, Keystone Memorials, Inc.: We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG Peat Marwick LLP ------------------------------ KPMG Peat Marwick LLP Atlanta, GA October 20, 1997 EX-23.3 5 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.3 The Board of Directors, Childs & Childs Granite Company, Inc. and C&C Granite Company, Inc.: We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG Peat Marwick LLP ------------------------------ KPMG Peat Marwick LLP Atlanta, GA October 20, 1997 EX-23.4 6 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.4 The Boards of Directors Keith Monument Companies: We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick LLP ------------------------------ KPMG Peat Marwick LLP Louisville, KY October 20, 1997 EX-23.5 7 CONSENT OF GREENE AND COMPANY LLP 1 Exhibit 23.5 INDEPENDENT AUDITORS' CONSENT The Board of Directors Southern Mausoleums, Inc. We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the registration statement. /s/ Greene and Company, L.L.P. ------------------------------------- Greene and Company, L.L.P. Anderson, South Carolina October 20, 1997 EX-23.6 8 CONSENT OF GREENE AND COMPANY LLP 1 Exhibit 23.6 INDEPENDENT AUDITORS' CONSENT The Board of Directors Autumn Rose Quarry, Inc. We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the registration statement. /s/ Greene and Company, L.L.P. ------------------------------------- Greene and Company, L.L.P. Anderson, South Carolina October 20, 1997 EX-23.7 9 CONSENT OF GREENE AND COMPANY LLP 1 Exhibit 23.7 INDEPENDENT AUDITORS' CONSENT The Board of Directors Caprice Blue Quarry, Inc. We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the registration statement. /s/ Greene and Company, L.L.P. ------------------------------------- Greene and Company, L.L.P. Anderson, South Carolina October 20, 1997 EX-23.8 10 CONSENT OF GREENE AND COMPANY LLP 1 ================================================================================ Exhibit 23.8 INDEPENDENT AUDITORS' CONSENT The Board of Directors Pennsylvania Granite Corporation We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the registration statement. /s/ Greene and Company, L.L.P. ------------------------------------- Greene and Company, L.L.P. Anderson, South Carolina October 20, 1997 -----END PRIVACY-ENHANCED MESSAGE-----