As filed
with the Securities and Exchange Commission on August 12, 2008
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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Form
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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AZZ
incorporated
(Exact
name of registrant as specified in its charter)
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Texas
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75-0948250
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification No.)
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University
Centre, I, Suite 200
1300
South University Drive
Fort
Worth, Texas
(Address
of Principal Executive Offices)
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76107
(Zip
Code)
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––––––––––––––––––––––
AZZ
incorporated Amended and Restated 2005 Long-Term Incentive Plan
(Full
title of the plan)
––––––––––––––––––––––
David
H. Dingus
President
and Chief Executive Officer
University
Centre I, Suite 200, 1300 South University Drive
Fort
Worth, Texas 76107
(Name and
address of agent for service)
(817)
810-0095
(Telephone
number, including area code, of agent for service)
with
copies of communications to:
F.
Richard Bernasek, Esq.
Kelly
Hart & Hallman LLP
201
Main Street, Suite 2500
Fort
Worth, Texas 76102-3126
(817)
332-2500
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (check one):
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Large
accelerated filer ¨
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Accelerated
filer ý
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Non-accelerated
filer ¨ (Do not check if
smaller reporting company)
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Smaller
reporting company ¨
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CALCULATION
OF REGISTRATION FEE
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Title
of securities
to
be registered
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Amount
to be
registered
(1)
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Proposed
maximum offering price
per
share (2)
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Proposed
maximum aggregate offering price (2)
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Amount
of registration fee (2)
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||||||||||||
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Common
Stock, par value $1.00 per share
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500,000 | $ | 42.10 | $ | 21,050,000 | $ | 827.27 | |||||||||
(1)
Represents shares issuable under the AZZ incorporated Amended and Restated 2005
Long-Term Incentive Plan (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) The
registration fee with respect to these shares has been computed in accordance
with paragraphs (c) and (h) of Rule 457, based upon the average of the reported
high and low sale prices of shares of the Common Stock on the New York Stock
Exchange on August 8, 2008.
Item
3. Incorporation
of Documents by Reference.
This Registration Statement registers
additional securities to be issued under the AZZ incorporated Amended and
Restated 2005 Long Term Incentive Plan and is submitted in accordance with
Section E of the General Instructions to Form S-8 regarding Registration of
Additional Securities.
AZZ incorporated (the “Company”) hereby
incorporates by reference the following documents filed with the
Commission:
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·
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Registration
Statement on Form S-8, No. 333-131068 filed with the Commission on January
17, 2006;
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·
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Annual
Report on Form 10-K for the fiscal year ended February 29, 2008, filed
with the Commission on May 12,
2008;
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·
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Quarterly
Report on Form 10-Q for the fiscal quarter ended May 31, 2008, filed with
the Commission on June 27, 2008;
and
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·
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Current
Reports on Form 8-K filed with the Commission on June 12, 2008, June 17,
2008, June 27, 2008, and July 2,
2008.
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All
documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities offered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
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
hereof to the extent that a statement contained herein or in any other
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 hereof.
Item
8. Exhibits
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The
following exhibits are filed as part of this Registration
Statement.
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Exhibit
No.
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Description
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4.1*
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AZZ
incorporated Amended and Restated 2005 Long Term Incentive
Plan
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23.1*
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Consent
of BDO Seidman, LLP
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23.2*
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Consent
of Ernst & Young LLP
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24.1*
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Power
of Attorney (incorporated in the signature page of this Registration
Statement)
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____________________
* Each
document marked with an asterisk is filed herewith.
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 Fort Worth, State of
Texas, on the 11th day
August, 2008.
AZZ incorporated
By: /s/ Dana L.
Perry
Dana L. Perry
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Senior
Vice President of Finance, Chief Financial
Officer
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POWER
OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that
the undersigned officers and directors of AZZ incorporated, a Texas corporation,
do hereby constitute and appoint David H. Dingus and Dana L. Perry, and each of
them, their true and lawful attorneys-in-fact and agents or attorney-in-fact and
agent, with power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules and
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the full power of
substitution and resubstitution, for them and in their name, place and stead, in
any and all capacities, the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments (including any post-effective
amendments) and supplements thereto, and to any and all instruments or documents
filed as part or in connection with this Registration Statement, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof. The Power
of Attorney may be signed in several counterparts.
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed below by the
following persons and in the following capacities on the date
indicated.
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Signature
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Title
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Date
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/s/
David H. Dingus
David
H. Dingus
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President,
Chief Executive Officer and Director
(Principal
Executive Officer)
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August
11, 2008
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/s/
Dana L.
Perry
Dana
L. Perry
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Senior
Vice President of Finance, Chief Financial Officer and
Director
(Principal
Financial and Accounting Officer)
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August
11, 2008
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/s/ Martin C.
Bowen
Martin
C. Bowen
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Director
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August
11, 2008
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/s/ Sam
Rosen
Sam
Rosen
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Director
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August
11, 2008
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/s/ Kevern R.
Joyce
Kevern
R. Joyce
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Director
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August
11, 2008
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/s/ Peter A.
Hegedus
Peter
A. Hegedus
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Director
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August
11, 2008
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/s/ Dr. H. Kirk
Downey
Dr.
H. Kirk Downey
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Director
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August
11, 2008
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/s/ Daniel R.
Feehan
Daniel
R. Feehan
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Director
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August
11, 2008
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/s/ Daniel E.
Berce
Daniel
E. Berce
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Director
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August
11, 2008
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.1*
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AZZ
incorporated Amended and Restated 2005 Long Term Incentive
Plan
|
|
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23.1*
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Consent
of BDO Seidman, LLP
|
|
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23.2*
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Consent
of Ernst & Young LLP
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24.1*
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Power
of Attorney (incorporated in the signature page of this Registration
Statement)
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____________________
* Each
document marked with an asterisk is filed herewith.