AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 2003
REGISTRATION NO. 333-92495
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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HUTTIG BUILDING PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 555 MARYVILLE UNIVERSITY DRIVE, 43-0334550
(State or other SUITE 240 (I.R.S. Employer
jurisdiction of ST. LOUIS, MISSOURI 63141 Identification No.)
incorporation or (314) 216-2600
organization) (Address of Principal Executive Offices)
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
(Full title of the plan)
THOMAS S. MCHUGH
CHIEF FINANCIAL OFFICER AND TREASURER
HUTTIG BUILDING PRODUCTS, INC.
555 MARYVILLE UNIVERSITY DRIVE, SUITE 240
ST. LOUIS, MISSOURI 63141
(314) 216-2600
(Name, address and telephone numbers,
including area code, of agent for service)
COPY TO:
ROBERT M. LAROSE, ESQ.
THOMPSON COBURN LLP
ONE US BANK PLAZA
ST. LOUIS, MISSOURI 63101
TELEPHONE: (314) 552-6000
FACSIMILE: (314) 552-7000
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(2)(3) OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
PER SHARE(4) PRICE (4)
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Common Stock, $.01 par value (1) 2,000,000 shares $2.73 $5,460,000.00 $442.00
Participant interests pursuant to Indeterminate N/A N/A N/A
Rule 416(c)
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(1) Includes one attached Preferred Share Purchase Right per share.
(2) The shares being registered hereby are reserved for issuance pursuant
to the Company's Savings and Profit Sharing Plan.
(3) The Company previously registered 300,000 shares pursuant to the
initial Registration Statement on Form S-8, filed December 10, 1999.
(4) Estimated solely for the purposes of computing the Registration Fee
pursuant to the provisions of Rule 457(c) and (h), based upon a price
of $2.73 per share, being the average of the high and low transaction
prices of the Company's Common Stock per share as reported by the New
York Stock Exchange on September 19, 2003.
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HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-8
(this "Amendment") is being filed by Huttig Building Products, Inc., a Delaware
corporation (the "Company"), in connection with the registration of an
additional 2,000,000 shares of the Company's common stock, $.01 par value per
share (the "Common Stock"), to be issued pursuant to the Company's Savings and
Profit Sharing Plan. The additional shares of Common Stock to be registered
pursuant to this Amendment include one attached Preferred Share Purchase Right
per share. The Company previously registered 300,000 shares of its Common Stock
and an indeterminate amount of plan interests pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, pursuant to the initial Registration
Statement on Form S-8, File No. 333-92495 (the "Initial Registration Statement")
filed with the Securities and Exchange Commission on December 10, 1999. The
contents of the Initial Registration Statement are incorporated herein by
reference.
Item 8. Exhibits.
See Exhibit Index located at page 4 hereof.
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 Amendment
No. 1 to Registration Statement on Form S-8 (File No. 333-92495) to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of St.
Louis, State of Missouri, on September 23, 2003.
HUTTIG BUILDING PRODUCTS, INC.
By: /s/ Thomas S. McHugh
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Thomas S. McHugh
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Michael A. Lupo and Thomas S. McHugh and any of them (with full power
to each of them to act alone) the true and lawful attorneys-in fact and agent of
the undersigned, with full power of substitution and resubstitution, for and in
the name, place and stead of the undersigned, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Amendment
No. 1 to Registration Statement, including any filings pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission (or any other government or regulatory
authority), and hereby grants to such attorneys-in-fact and agents, and each of
them, 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 the
undersigned 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
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
Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-92495) and
the foregoing Power of Attorney have been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Michael A. Lupo President, Chief Executive Officer September 17, 2003
------------------------------------ and Director
Michael A. Lupo
Principal Executive Officer
/s/ Thomas S. McHugh Chief Financial Officer and September 23, 2003
------------------------------------ Treasurer
Thomas S. McHugh
Principal Financial and
Accounting Officer
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/s/ R.S. Evans Chairman of the Board September 17, 2003
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R.S. Evans
/s/ E. Thayer Bigelow, Jr. Director September 17, 2003
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E. Thayer Bigelow, Jr.
/s/ Grant W. Bruce Director September 17, 2003
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Grant W. Bruce
/s/ Alan S. J. Durant Director September 17, 2003
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Alan S. J. Durant
/s/ Richard S. Forte Director September 17, 2003
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Richard S. Forte
Director September , 2003
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Dorsey R. Gardner
/s/ Delbert H. Tanner Director September 17, 2003
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Delbert H. Tanner
Pursuant to the requirements of the Securities Act of 1933, the
administrator of the Huttig Building Products, Inc. Savings and Profit Sharing
Plan has duly caused this Amendment No. 1 to Registration Statement on Form S-8
(File No. 333-92495) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on September 23,
2003.
HUTTIG BUILDING PRODUCTS, INC.
SAVINGS AND PROFIT SHARING PLAN
By: /s/ Nick H. Varsam
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Nick H. Varsam
Plan Administrator
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Restated Certificate of Incorporation of the Registrant, filed as
Exhibit 3.1 to the Registrant's Form 10, as amended (File No. 1-15313),
is incorporated herein by reference.
4.2 Restated By-Laws of the Registrant, filed as Exhibit 3.2 to the
Registrant's Form 10, as amended (File No. 1-15313), is incorporated
herein by reference.
4.3 Preferred Share Purchase Rights of the Registrant, registered pursuant
to the Registrant's Form 10, as amended (File No. 1-15313), are
incorporated herein by reference.
4.4 Rights Agreement dated December 6, 1999, filed as Exhibit 4.2 to the
Registrant's Form 10, as amended (File No. 1-15313), is incorporated
herein by reference.
5.1 Opinion of Thompson Coburn LLP.
23.1 Consent of Thompson Coburn LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in the signature pages to this Registration
Statement).
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