As filed with the Securities and Exchange Commission on December 28, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTERNATIONAL ALUMINUM
CORPORATION
(Exact name of registrant as specified in its charter)
California 95-2385235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
767 Monterey Pass Road
Monterey Park, California 91754
(Address, including zip code, of Principal Executive Offices)
INTERNATIONAL ALUMINUM CORPORATION
1991 STOCK OPTION PLAN
(Full title of the plan)
DAVID C. TREINEN
Vice President - Finance; Secretary
INTERNATIONAL ALUMINUM CORPORATION
767 Monterey Pass Road
Monterey Park, California 91754
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (213) 264-1670
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Share (1) Offering Price (1) Fee
Options to purchase shares 500,000(2) (3) (3) $0
of Common Stock, par value $1.00 per share
Common Stock, par value $1.00 per share 500,000(4) $29.375 $14,687,500 $5,064.69
<FN>
(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with paragraphs (c) and (h) of
457 under the Securities Act of 1933, as amended. The Proposed Maximum Aggregate Offering Price is based on the average of
the high and low prices on the New York Stock Exchange on December 15, 1994.
(2) The Options to be registered hereunder will be distributed by the registrant pursuant solely to the 1991 Stock Option Plan.
(3) The Options to be registered hereunder will be distributed by the registrant for no value. Accordingly, no separate registrati
is required.
(4) The Common Stock to be registered hereunder will be distributed by the registrant pursuant solely to the 1991 Stock Option Plan
This Registration Statement covers, in addition to such number of shares issuable upon exercise of options granted and to be gr
under the 1991 Stock Option Plan, an indeterminate number of additional shares that may become subject to options as a result o
the adjustment provisions of the Plan. The registration fee is calculated only on the stated number of shares.
PART II *
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
International Aluminum Corporation (the "Company") has filed the
following documents with the Securities and Exchange Commission
("Commission"), which are incorporated herein by this reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994; and
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1994.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement and
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, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing
of such documents with the Commission.
* Information required by Part I of Form S-8 to be contained in a Section
10(a) prospectus to be distributed to each optionee is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act
of 1933, as amended, and the Note to Part I of Form S-8.
Item 4. Description of Securities.
1991 Stock Option Plan. On August 15, 1991, the Company's Board of
Directors adopted the International Aluminum Corporation 1991 Stock Option
Plan (the "1991 Plan"), which was approved by the Company's shareholders on
October 31, 1991. The 1991 Plan provides for the granting of incentive stock
options ("ISO") and non-statutory stock options ("NSO") to key employees and
directors of the Company and its subsidiaries to purchase up to an aggregate
of 500,000 shares of Common Stock of the Company, subject to adjustment for
stock splits, stock dividends or similar capital adjustments.
The 1991 Plan is administered by the Company's Board of Directors
or, in the discretion of the Board, by an administrative committee (the
"Plan Committee") appointed by the Board. The Plan Committee, if
established, must consist of two or more members of the Board of Directors
who are "disinterested" persons within the meaning of the 1991 Plan. The
Board of Directors is authorized to add members to or remove members from the
1991 Plan Committee and to fill any vacancies as may exist thereon from time
to time. The administrator of the 1991 Plan, whether the Board of Directors
or the Plan Committee (the "Administrator"), is authorized to select
participants, to fix a time or times and the price or prices at which options
to purchase shares may be granted, and to determine the number of shares
subject to each option. Options are evidenced by stock option agreements
between the Company and the respective optionees. The agreements must
conform to the 1991 Plan, but the Administrator may include such terms,
consistent with the 1991 Plan, as it determines in its discretion.
The exercise price of an ISO must be at least equal to the fair
market value of the Common Stock on the date of grant and, in the case of a
holder, directly or indirectly, of in excess of 10% of the total combined
voting power of the Company, its parent (if any) or any subsidiary (a "10%
stockholder"), 110% of the fair market value on the date of grant. The
exercise price of a NSO must be at least equal to 80% of the fair market
value of the Common Stock on the date of grant and, in the case of a 10%
stockholder, 110% of the fair market value on the date of grant. The exercise
price must be paid in full at the time an option is exercised in cash or,
in the discretion of the Administrator, by surrender of Common Stock of the
Company having a fair market value at the time of exercise equal to the
option exercise price of the shares being purchased, or by any combination of
the foregoing.
The aggregate fair market value of Common Stock with respect to
which ISOs are exercisable by any optionee during any calendar year under the
1991 Plan, and all other plans maintained by the Company and its subsidiaries,
may not exceed $100,000. If the $100,000 limit is exceeded, that portion of
the ISO that exceeds the limit shall constitute a NSO.
The term "fair market value", when used in reference to the Common
Stock, is defined in the 1991 Plan generally to mean the closing price as
reported for New York Stock Exchange composite transactions on the business day
immediately prior to the date on which the determination of fair market value
is made or, if no sale occurred on that date, then the mean between the closing
bid and asked prices on such exchange on such date. Alternative methods
of determining fair market value for 1991 Plan purposes are contained in the
1991 Plan to be used if the Common Stock is no longer traded on the New York
Stock Exchange.
Each stock option agreement states the time or times at which all
or part of the options represented thereby may be exercised. No option shall
be exercisable after the tenth anniversary of the date of its grant, and no
10% stockholder may exercise an option after the fifth anniversary of the date
of its grant. Except as otherwise may be provided in a stock optionagreement,
upon an optionee's resignation, discharge or other termination of employee or
director status (other than by death, disability or retirement of the
optionee), the optionee may exercise his or her options to the extent
exercisable up to thirty days following the date of such
termination, unless such termination is a consequence of misconduct as
described in the 1991 Plan. Stock option agreements issued under the 1991
Plan may provide that all options held by an optionee, whether or not otherwise
exercisable, terminate upon resignation, discharge or other termination on
account of misconduct within the meaning of the 1991 Plan. Except as otherwise
may be provided in a stock option agreement, an optionee (or an authorized
representative or successor to the options) also may exercise his or her
options to the extent exercisable upon death or disability, up to 365 days
after the optionee's death or last day of work, as the case maybe. Except as
otherwise may be provided in a stock option agreement, an optionee may exercise
his or her options to the extent exercisable at the time of retirement, up to
ninety days after the optionee's retirement date. Options granted under the
1991 Plan are transferable only by will or the laws of descent and
distribution.
The Administrator shall adjust proportionately the number of shares
covered by the 1991 Plan, the number of shares covered by each outstanding
option under the 1991 Plan and the exercise price of each such option for any
increase or decrease in the number of outstanding shares of the Company's
Common Stock effected without receipt of consideration by the Company, such
as would result from a subdivision or consolidation of such shares or the
distribution of shares of the Company's Common Stock as a dividend on Company
securities. If the Company merges or consolidates with another company, where
the Company is the surviving company and the merger or consolidation does not
result in any reclassification or reorganization of the outstanding shares of
the Company's Common Stock, each outstanding option under the 1991 Plan shall
apply to the securities to which a holder of the number of shares of Common
Stock subject to such option would have been entitled as a result of the
merger or consolidation. If the Company sells all or substantially all of
its assets or merges or consolidates with another company (other than a merger
or consolidation previously described), then the 1991 Plan and all options
shall terminate, but only after each optionee has been given the right to
exercise any unexpired option without regard to any vesting provisions thereof.
Alternatively, in its sole and absolute discretion, the surviving or
acquiring corporation (or the parent company of the surviving or acquiring
corporation) may tender to any optionee (or successor in interest) a substitute
option or options to purchase shares of the surviving or acquiring corporation
(or the parent corporation of the surviving or acquiring corporation). The
substitute option shall contain all terms and provisions required
substantially to preserve the rights and benefits of all options then held by
the optionee (or successor in interest) receiving the substitute option. Any
other dissolution or liquidation of the Company shall cause each option to
terminate.
In the event of a pending or threatened takeover bid or tender or
exchange offer for 20% or more of the Company's outstanding Common Stock or
other class of securities (other than any such offer by the Company or any of
its subsidiaries), and in other limited circumstances, the Company's Board of
Directors may, without stockholder approval, and to the extent not inconsistent
with the 1991 Plan: (i) accelerate the exercise dates of any outstanding
option or make the option fully vested and exercisable; (ii) pay cash to any
or all holders ofoptions in exchange for the cancellation of their outstanding
options; or (iii) make any other
adjustments or amendments to the 1991 Plan and outstanding options and
substitute new options for outstanding options.
The Company's Board of Directors may from time to time suspend or
discontinue the 1991 Plan or revise or amend it in any respect, except that
approval of the Company's shareholders is required to increase the number of
shares subject to the 1991 Plan, to change the classes of persons eligible
to receive options under the 1991 Plan, to amend that section of the 1991 Plan
pertaining to plan amendments or to materially increase the benefits accruing to
participants under the 1991 Plan. The 1991 Plan expires on August 15, 2001,
and no options may be granted after that date. Options outstanding on that
date will expire in accordance with their terms.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law (the
"California Law") and Section 3.15 of the Company's by-laws, as amended (the
"By-Laws"), provide for the indemnification of directors, officers and "agents"
(as defined in Section 317 of the California Law) under certain circumstances.
The By-Laws grant the Company the power to indemnify its directors, officers
and agents under certain circumstances to the extent permitted by the
California Law against certain expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any proceeding
arising by reason of his or her position as a director, officer or agent.
Pursuant to the California Law, the Company is required to indemnify directors,
officers and agents against expenses actually and reasonably incurred to the
extent that such party is successful on the merits in defense of certain
proceedings.
The Company's Restated Articles of Incorporation, as allowed by the
California Law, provide for the indemnification, subject to certain
limitations, of directors, officers and agents for breach of their duty to a
corporation and its shareholders in excess of that expressly permitted by
Section 317 of the California Law. The Company's Restated Articles of
Incorporation also eliminate the personal liability of the directors for
monetary damages to the fullest extent permissible under the California Law.
The Company maintains a director's and officer's liability insurance
policy, insuring such individuals against certain liabilities asserted
against or incurred by the directors and officers in their capacity as such.
The Company has entered into supplemental indemnification
agreements with its directors and officers that require the Company to
indemnify such persons against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred (including expenses of a
derivative action) in connection with any proceeding, whether actual or
threatened, to which any person may be made a party by reason of the fact
that such person is or was a director or officer of the Company or any of its
affiliated enterprises, provided such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the
best interest of the Company and, with respect to any criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The
indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder. The indemnification
agreements are not intended to deny or otherwise limit third-party or derivative
suits against the Company or its directors or officers, but if a director or
officer were entitled to indemnity or contribution under the indemnification
agreement, the financial burden of a third-party suit would be borne by the
Company, and the Company would not benefit from derivative recoveries against
the director or officer. Such recoveries would accrue to the benefit of the
Company but would be offset by the Company's obligations to the director or
officer under the indemnification agreement.
The above discussion of the Company's By-Laws, Restated Articles of
Incorporation, indemnification agreements and of the California Law is not
intended to be exhaustive and is respectively qualified in its entirety by
such By-Laws, Restated Articles of Incorporation, indemnification
agreements and statutes.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Registrant's 1991 Stock Option Plan, including forms of option
agreements.
4.2 Restated Articles of Incorporation of Registrant.
4.3 By-Laws of Registrant, as amended to date.
5. Opinion of McIntyre & Lubeck.
24.1 Consent of Price Waterhouse LLP.
24.2 Consent of McIntyre & Lubeck (included in Exhibit 5).
25. Power of Attorney (set forth at page 8.).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Act"), each
filing of the Registrant's annual report pursuant to section 13(a) or section
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.
Insofar as indemnification for liabilities arising under the 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 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 Act and will be governed by the final
adjudication of such issue.
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 Monterey Park, State of California, on
December 19, 1994.
INTERNATIONAL ALUMINUM CORPORATION
By: /s/ Cornelius C. Vanderstar
Cornelius C. Vanderstar
Chairman of the Board
(signatures continued)
POWER OF ATTORNEY
We, the undersigned directors and officers of International Aluminum
Corporation, do hereby constitute and appoint John P. Cunningham and David C.
Treinen, and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, to do any and all acts and
things in our names and behalf in our capacities as directors and officers and
to execute any and all instruments for us and in our names in the capacities
indicated below, that said attorneys-in-fact and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933 and the Securities Exchange Act of 1934, each as
amended, and the rules, regulations and requirements of the Securities and
Exchange Commission in connection with this Registration Statement on Form S-8,
including specifically, but without limitation, full power and authority to
sign for us or any of us in our names in the capacities indicated below any
and all amendments (including, post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorneys-in-fact and agents, or any
of them, or their or his substitute or substitutes, shall 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 and on the dates indicated.
Signature Capacity Date
/s/ Cornelius C. Vanderstar
Cornelius C. Vanderstar Principal Executive December 19, 1994
Officer and Director
/s/ David C. Treinen
David C. Treinen Principal Financial December 19, 1994
Officer and Director
/s/ Mitchell K. Fogelman
Mitchell K. Fogelman Principal Accounting December 19, 1994
Officer
/s/ John P. Cunningham
John P. Cunningham Director December 19, 1994
/s/ Hugh E. Curran
Hugh E. Curran Director December 19, 1994
/s/ Alexander van de Pol
Alexander van de Pol Director December 19, 1994
/s/ Joel F. McIntyre
Joel F. McIntyre Director December 19, 1994
/s/ Donald J. Wilfong
Donald J. Wilfong Director December 19, 1994