As filed with the Securities and Exchange Commission
on May 31, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
AMERON, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 77-0100596
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
245 South Los Robles Avenue 91101
Pasadena, California (Zip Code)
(Address of Principal
Executive Offices)
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
JAVIER SOLIS, ESQ.
Senior Vice President, Secretary and General Counsel
Ameron, Inc.
245 South Los Robles Avenue
Pasadena, California 91101
(Name and address of agent for service)
(818) 683-4000
(Telephone number, including area code, of agent for service)
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With a copy to:
ANDREW E. BOGEN, ESQ.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
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CALCULATION OF REGISTRATION FEE
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Title Proposed Proposed
of Maximum Maximum Amount of
Securities Amount Offering Aggregate Registration
to be to be Price Offering Fee
registered registered Per Share Price
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Common Stock,
par value 120,000
$2.50 per shares(1) $35.375(2) $4,245,000(2) $1,463.79(2)
share
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(1) These shares of Common Stock are reserved for issuance
pursuant to the 1994 Nonemployee Director Stock Option Plan of
Ameron, Inc. Pursuant to Rule 416, there is also being registered
such number of additional shares which may become available for
purchase pursuant to the foregoing Plan in the event of certain
changes in outstanding shares, including reorganizations,
recapitalizations, stock splits, stock dividends and reverse stock
splits.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low prices of the Common Stock of Ameron,
Inc. as reported on the New York Stock Exchange on May 24, 1995.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement
pursuant to Note to Item 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual
Information.
Nothing required to be included in this Registration
Statement pursuant to Item 2 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore
filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated in the Registration Statement
by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended November 30, 1994.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1995.
(3) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-B, declared effective
on July 14, 1986, as amended; and
(4) The description of the rights to purchase preferred stock
issuable in connection with the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, as amended.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of
a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Page 3
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the shares of Common
Stock offered pursuant to the prospectus related hereto will be
passed on for the Registrant by Javier Solis, Esq., Senior Vice
President, Secretary and General Counsel of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a part
or is threatened to be made a part to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or
she is a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as director,
officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation
may indemnify against expenses (including) attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or
proceeding if the person identified acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
best interest of the corporation and, with respect to any criminal
action or proceeding, had no cause to believe his or her conduct
was unlawful. In the case of an action by or in the right of the
corporation, no indemnification may be made in respect to any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the corporation unless and only
to the extent that a Court of Chancery or the court in which such
action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper. Section 145 further provides that to the extent that a
director or officer of a corporation has been successful
in the defense of any action, suit or proceeding referred to above
or in the defense of any claim, issue or matter herein, he or she
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection
therewith.
The Certificate of Incorporation and Bylaws of the
Registrant provide, in effect, that, to the fullest extent
permitted by Delaware General Corporation Law, the Registrant has
the power to indemnify any person who was or is a part or is
threatened to be made a part to any action, suit or proceeding of
the type described above by reason of the fact that he or she is a
director, officer, employee or agent of the Registrant.
The Registrant's Certificate of Incorporation relieves
its directors from monetary damages to the Registrant or its
stockholders for breach of such director's fiduciary duty as a
director to the full extent permitted by the Delaware General
Corporation Law. Under Section 102(7) of the Delaware General
Corporation Law a corporation may relieve its directors from
personal liability to such corporation or its stockholders for
monetary damages for any breach of their fiduciary duty as
directors except (1) for a breach of the duty of loyalty, (ii) for
failure to act in good faith, (iii) for intentional misconduct or
knowing violation of law, (iv) for willful or negligent violations
of certain provisions in the Delaware General Corporation Law
imposing certain requirements with respect to stock purchases,
redemptions and dividends or (v) for any transaction from which the
director derived an improper personal benefit.
4
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Certificate of Incorporation of the Registrant
(previously filed as Exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended November 30, 1988 and
incorporated herein by reference
3.2 Restated Bylaws of the Registrant.
4.1 Ameron, Inc. 1994 Nonemployee Director Stock
Option Plan
4.2 Form of Nonemployee Director Stock Option
Agreement pursuant to 1994 Nonemployee Director
Stock Option Plan.
5.1 Opinion of Javier Solis, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Javier Solis, Esq. (included in Exhibit
5.1).
24 Power of Attorney (included on pages 7-8 of this
Registration Statement)
Item 9. Undertakings.
(a) 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;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(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; and
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(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 those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(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 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange 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 controlled 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.
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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 Pasadena, State of California, on this 26th day of May,
1995.
AMERON, INC.
By: Javier solis
Senior Vice President,
Secretary and General
Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature to this Registration Statement appears below hereby
constitutes and appoints Javier Solis as such persons's true and
lawful attorney-in-fact and agent with full power of substitution
for such person and in such person's name, place and stead, in any
and all capacities, to sign and to file with the Securities and
Exchange Commission, any and all amendments and post-effective
amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent,
or any substitute therefor, may lawfully do or cause to be done by
virtue thereof.
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 Title Date
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James S. Marlen Chairman of the Board, May 26, 1995
President and Chief Executive
Officer (Principal Executive
Officer)
Gary Wagner Senior Vice President May 26, 1995
and Chief Financial Officer,
Treasurer (Principal Financial
and Principal Accounting Officer)
Donald H. Albrecht Director May 17, 1995
Victor K. Atkins Director May 18, 1995
Stephen W. Foss Director May 24, 1995
A. Frederick Gerstell Director May 21, 1995
J. Michael Hagan Director May 17, 1995
John F. King Director May 18, 1995
Richard J. Pearson Director May 17, 1995
Lawrence R. Tollenaere Director May 22, 1995
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EXHIBIT INDEX
Exhibit
Number Description
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3.1 Certificate of Incorporation of the Registrant
(previously filed as Exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended November 30, 1988 and
incorporated herein by reference).
3.2 Restated Bylaws of the Registrant.
4.1 Ameron, Inc. 1994 Nonemployee Director Stock
Option Plan.
4.2 Form of Nonemployee Director Stock Option
Agreement pursuant to 1994 Nonemployee Director
Stock Option Plan.
5.1 Opinion of Javier Solis, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Javier Solis, Esq. (included in Exhibit
5.1)
24 Power of Attorney (included on pages 7-8 of this
Registration Statement).
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