Registration Statement No- 333________
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WILLIAMS INDUSTRIES, INCORPORATED
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(Exact name of registrant as specified in its charter)
Virginia 54-0899518
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8624 J. D. Reading Drive, Manassas, Virginia 20109
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(Address of Principal Executive Offices) (Zip Code)
Williams Industries, Incorporated 1996 Long-term Incentive Plan
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(Full title of the Plan)
Mark E. Borton
104 Shore Drive, Longwood, FL 32779
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(Name and address of agent for service)
(407) 786-0497
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Common Stock 200,000 shares $3.89* $778,000 $62.94
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Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
Offering Aggregate Fee**
Price Offering
Per Share Price
*Pursuant to Rule 457(h)(1), which provides that the fee is to be calculated
according to Rule 457(c), both Rules promulgated under the Securities Act of
1933, this is the average between the high and low sales prices reported on
the NASDAQ National Market System on May 23, 2003.
**Calculated on the basis of $80.90 per $1 million of the Proposed Aggregate
Offering Price, pursuant to Commission Release No. 33-8095.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
Part I - Information Required in the Section 10(a) Prospectus
The information requirements of "Item 1. Plan Information" and "Item 2.
Registrant Information and Employee Plan Annual Information" will be sent
or given to Plan participants as set forth in those Items.
Part II - Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents are incorporated into this registration
statement by reference thereto:
1. Annual Report on Form 10-K for fiscal year ended July 31, 2002
2. Quarterly Reports on Form 10-Q filed November 26, 2002 and March 11, 2003
3. Current Reports on Form 8-K filed January 30, 2003 and April 29, 2003
All of above filed under File No.000-08190
4.Description of Common Stock contained in registrant's Form 10 Registration
Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934
File No. 0-8190
Item 4. Description of Securities
Not applicable - Covered in Item 3.4 above.
Item 5. Interests of Named Experts and Counsel
Mark E. Borton, who has rendered his opinion as to certain legal matters
concerning the shares being registered hereby, is paid a periodic retainer
by the registrant to serve as its special securities counsel.
Item 6. Indemnification of Officers, Directors and Controlling Persons
The Company's by-laws provide that the Company shall indemnify against any
loss or liability, including without limitation court costs and attorneys'
fees, to the full extent permitted by law, any person made or threatened to
be made a party to any action or proceeding, whether criminal, civil,
administrative or investigative by reason of the fact that he or she, his/her
testator or intestate is or was a director of the Company or any predecessor
of the Company, or serves or served any other enterprise as a director,
officer, employee or agent at the request of the Company or any predecessor
of the Company; provided, however, that the foregoing indemnification shall
not apply to willful misconduct or to knowing violation of a criminal law.
The indemnification provided applies to actions or proceedings brought by
any party, including the Company or its shareholders.
Sections 13.1-696 through 13.1-704 of the Virginia Code provide
indemnification rights to officers and directors similar to those provided
by the Company's by-laws, and make clear that indemnification may be
provided against all liabilities and reasonable expenses incurred by an
indemnified party who acted in good faith and believed he had acted in his
official capacity with the corporation in its best interests or, if the
action was not in his official capacity, in a manner not opposed to the
Company's best interests. Criminal liabilities may be indemnified if the
indemnified party had no reasonable cause to believe his conduct was
unlawful. The Code also provides that shareholders may authorize the Company
to furnish any other or further indemnity except against gross negligence or
willful misconduct.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable - No restricted securities are to be reoffered or resold
pursuant to this registration statement.
Item 8. Exhibits
Exhibit 5. Opinion of Counsel
Exhibit 23(a). Consent of Counsel (Included in Exhibit 5)
Exhibit 23(b). Consent of Independent Accountants
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 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 public offering thereof.
(5) The undersigned registrant hereby undertakes to deliver or cause to be
delivered without charge upon the written or oral request of any person to
whom the prospectus is sent or given, any of the documents incorporated by
reference in this Registration Statement.
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 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 County of Prince William, State of Virginia, on May 23,
2003.
Williams Industries, Incorporated
by \S\Frank E. Williams, III
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Frank E. Williams, III, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
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\S\Frank E. Williams, III President, Chairman of the Board May 23, 2003
- ------------------------- Chief Financial Officer
Frank E. Williams, III
\S\Frank E. Williams, Jr. Director May 23, 2003
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Frank E. Williams, Jr,
\S\R.Bently Offutt Director May 23, 2003
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R.Bentley Offutt
\S\Stephen N. Ashman Director May 23, 2003
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Stephen N. Ashman
\S\William J. Sim Director May 23, 2003
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William J. Sim
\S\Thomas C. Mitchell Director May 23, 2003
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Thomas C. Mitchell
\S\Christ H. Manos Controller, Treasurer May 23, 2003
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Christ H. Manos
WILLIAMS INDUSTRIES, INCORPORATED
1996 LONG-TERM INCENTIVE PLAN
Pursuant to the requirements of the Securities Act of 1933, the members of
the Registrant's Compensation Committee who administer the Plan have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Prince William,
State of Virginia, on May 23, 2003.
Williams Industries, Incorporated 1996 Long-term Incentive Plan
by /S/R. Bentley Offutt
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R. Bentley Offutt