As filed with the Securities and Exchange Commission on January 25, 2002
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
HUTTIG BUILDING PRODUCTS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
LAKEVIEW CENTER, SUITE 400
DELAWARE 43-0334550 14500 SOUTH OUTER FORTY ROAD
-------- ---------- CHESTERFIELD, MO 63017
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification ----------------------
or Organization) Number) (Address of Principal Executive Offices, including
Zip Code)
HUTTIG BUILDING PRODUCTS, INC. 2001 STOCK INCENTIVE PLAN
--------------------------------------------------------
(Full Title of the Plan)
Nick H. Varsam
Huttig Building Products, Inc.
Lakeview Center, Suite 400
14500 South Outer Forty Road
Chesterfield, Missouri 63017
(314) 216-2600
(Name, Address, including Zip Code and Telephone Number,
including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price(1)(2) Registration Fee
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Common Stock, $0.01 par value 500,000 Shares (4) $3,012,500 $277.15
per share, and Preferred Share
Purchase Rights(2)(3)
============================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
Proposed maximum offering price represents the average of the high and low
prices of the common stock as reported on the New York Stock Exchange on
January 24, 2002 in accordance with Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended.
(2) Preferred Share Purchase Rights are attached to and trade with the common
stock, and, therefore, do not carry a separate price or necessitate an
additional registration fee. Value, if any, attributable to such Preferred
Share Purchase Rights is reflected in the market price of the common stock.
(3) This Registration Statement also covers such additional shares of common
stock as may be issuable pursuant to the antidilution provisions of the
plan.
(4) Omitted pursuant to Rule 457(o) under the Securities Act of 1933, as
amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission,
this Registration Statement omits the information specified in Part I of Form
S-8. The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as specified
by Rule 428(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not being filed with the Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 promulgated under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Huttig Building Products,
Inc. (the "Company") with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, under file no. 1-14982 and are
incorporated herein by reference:
- The Company's Annual Report on Form 10-K for the year ended
December 31, 2000.
- The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2001, June 30, 2001 and September 30,
2001.
- The Company's Current Report on Form 8-K filed on August 29, 2001.
- The description of the Common Stock and Preferred Share Purchase
Rights contained under the caption "Description of Huttig Capital
Stock" in Amendment No. 4 to the Company's Registration Statement
on Form 10/A dated December 6, 1999.
All documents subsequently filed by the Registrant 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 have been
sold or which deregisters all securities then remaining unsold), other than
those made pursuant to Item 9 of Form 8-K, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of 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 hereof to the extent that a statement contained
herein or in any other subsequently filed document 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 hereof.
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 Delaware General Corporation Law (the "DGCL") permits Delaware
corporations to eliminate or limit the monetary liability of directors for
breach of their fiduciary duty of care, subject to certain limitations. The
Company's Restated Certificate of Incorporation provides that no director of the
Company shall be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent
violation of the laws governing the payment of dividends or the purchase or
redemption of stock or (iv) for any transaction from which the director derived
an improper personal benefit.
The Company's By-laws provide for the indemnification of directors and
officers to the fullest extent permitted by the DGCL. Section 145 of the DGCL
authorizes indemnification when a person is made a party or is threatened to be
made a party to any proceeding by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation or is or was serving
as a director, officer, employee or agent of another enterprise, at the request
of the corporation, and if such person acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe that his or her conduct was
unlawful. If it is determined that the conduct of such person meets these
standards, he or she may be indemnified for expenses incurred (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such proceeding.
If such a proceeding is brought by or in the right of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the corporation;
however, a court may, even in such case, allow such indemnification to such
person for such expenses as the court deems proper.
Where such person is successful in any such proceeding, he or she is
entitled to be indemnified against expenses actually and reasonably incurred by
him or her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Company has entered into indemnification agreements with its
directors and certain executive officers, and also maintains insurance for the
benefit of its officers and directors.
The above discussion of the Company's Restated Certificate of
Incorporation and By-laws, the Indemnification Agreements and Sections 102(b)(7)
and 145 of the DGCL is not intended to be exhaustive and is respectively
qualified in its entirety by such documents and statutes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Reference is made to the exhibit index filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes as follows:
(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;
(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; 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
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(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.
(4) 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 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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, the
undersigned 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 Chesterfield, State of Missouri on December 19,
2001.
HUTTIG BUILDING PRODUCTS, INC.
By: /s/ Barry J. Kulpa
----------------------------
Barry J. Kulpa
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints each of Barry J. Kulpa, Kenneth E. Thompson, and Nick H. Varsam his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements 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, and hereby grants to
each of such attorneys-in-fact and agents 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 he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her 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 below by the following persons in the
capacities indicated below.
/s/ Barry J. Kulpa President, Chief Executive Officer and Director December 19, 2001
--------------------------- (Principal Executive Officer)
Barry J. Kulpa
/s/ Kenneth E. Thompson Vice President, Administration, and Chief Financial December 19, 2001
--------------------------- Officer (Principal Financial Officer)
Kenneth E. Thompson
/s/ Thomas S. McHugh Corporate Controller December 19, 2001
--------------------------- (Principal Accounting Officer)
Thomas S. McHugh
/s/ E. Thayer Bigelow, Jr. Director December 18, 2001
---------------------------
E. Thayer Bigelow, Jr.
/s/ Alan S. J. Durant Director December 14, 2001
---------------------------
Alan S. J. Durant
/s/ R. S. Evans Chairman of the Board and Director December 18, 2001
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R. S. Evans
Director December _, 2001
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Richard S. Forte
Director December _, 2001
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Dorsey R. Gardner
Director December _, 2001
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Delbert H. Tanner
/s/ James L. L. Tullis Director December 14, 2001
---------------------------
James L. L. Tullis
Director December _, 2001
---------------------------
Peter L. Young
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EXHIBIT INDEX
Exhibit Description
4.1 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on Form 10,
as amended, filed with the Commission on September
21, 1999 (File No. 1-14982)).
4.2 Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2 to Amendment No. 4 to the
Company's Registration Statement on Form 10, as
amended, filed with the Commission on December 6,
1999 (File No. 1-14982)).
4.3 Rights Agreement dated December 6, 1999 between the
Registrant and ChaseMellon Shareholder Services
L.L.C., as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1999 (File No.
1-14982)).
4.4 Amendment No. 1 to Rights Agreement between the
Company and ChaseMellon Shareholder Services L.L.C.,
as Rights Agent (incorporated by reference from
Exhibit 4.1 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2000
(File No. 1-14982)).
4.5 Huttig Building Products, Inc. 2001 Stock Incentive
Plan
23.1 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on page II-4)
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