As filed with the Securities and Exchange Commission on September __, 1997
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERON INTERNATIONAL CORPORATION
(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 No.)
245 South Los Robles Avenue
Pasadena, California 91101
(Address, including zip code, of Principal Executive Offices)
AMERON, INC. 401(K) RETIREMENT SAVINGS PLAN
(Full title of the plan)
Gary Wagner
Chief Financial Officer
Ameron International Corporation
245 South Los Robles Avenue
Pasadena, California 91101
(626) 683-4000
(Name, address, and telephone
number, including area code, of agent for service)
Copies to:
Anna M. Graves, Esq.
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Twenty-Third Floor
Los Angeles, California 90071
(213) 683-6000
CALCULATION OF REGISTRATION FEE(1)
Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered (1) Per Share (1) Offering Price (1) Registration Fee
Common Stock, par value
$2.50 per share 200,000 $64.69 $12,938,000 $3,920.61
Interests in the Plan (2) (2) (2) (2)
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of
the high and low sale prices of such securities on the New York Stock
Exchange on September 22, 1997, which date is within five business days
prior to filing.
(2) 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, such interests constituting separate securities
required to be registered under the Securities Act and not
requiring a separate registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to 200,000 shares of Common Stock,
par value $2.50 per share (the "Common Stock") of Ameron International
Corporation, a Delaware corporation (the "Registrant"), being
registered for use under the Ameron, Inc. 401(k) Retirement Savings
Plan effective January 1, 1993 (as amended, the "Plan").
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated into this
Registration Statement and made a part hereof by this reference:
(a) (1) The Annual Report on Form 10-K of the Registrant for the
fiscal year ended November 30, 1996, filed with the
Securities and Exchange Commission (the "Commission") on
February 28, 1997 pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(a) (2) The Annual Report on Form 11-K of the Plan for the fiscal
year ended December 31, 1996 filed on September 26, 1997
with the Commission pursuant to the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by the Registrant's Annual Report on Form 10-K referred to in
(a) above; and
(c) The description of the Common Stock contained in the
Registrant's Form 8-B declared effective on July 14, 1986, as
amended.
In addition, all documents filed by the Registrant or the Plan with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act 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.
Item 4. Description of Securities
The class of securities to be offered is registered under Section
12 of the Exchange Act.
Item 5. Interests of Experts and Named Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify any person who was or is a party or is threatened to
be made a party 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 party or is threatened to be made a party to any action, suit or
proceeding of the type described above by reason of the fact that he or she
is or was 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 (i) 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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits filed as part of this Registration Statement are as
follows:
Exhibits
4.1 Ameron, Inc. 401(k) Retirement Savings Plan effective
January 1, 1993, as amended.
23.(a) Consent of Arthur Andersen LLP.
24.1 Power of Attorney (contained on signature page of
Registration Statement)
The undersigned Registrant hereby undertakes that it has submitted the
Plan to the Internal Revenue Service ("IRS") in order to obtain a determination
letter that the Plan is qualified under Section 401 of the Internal
Revenue Code and to make any changes in the Plan required by the IRS in
order to issue such a determination letter.
Item 9. Undertakings
(1) The Registrant hereby undertakes:
(a) 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 this 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 this
Registration Statement;
(iii) 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 this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(i) and (a)(ii) above 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
Exchange Act that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to this
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) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
(2) The Registrant hereby undertakes 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 Section 15(d) of the Exchange Act that is
incorporated by reference in this 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
bonafide offering thereof.
(3) 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.
SIGNATURES
The Registrant. 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
September 24 , 1997.
AMERON INTERNATIONAL CORPORATION
/s/ Gary Wagner
By: -----------------------
Gary Wagner
Senior Vice President/Chief Financial Officer
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this egistration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pasadena, State of
California, on September 24, 1997.
AMERON, INC. 401(K) RETIREMENT SAVINGS
PLAN
By: Ameron International Corporation
as Plan Administrator
/s/ Gary Wagner
By: ----------------------------
Gary Wagner, Chairman
Retirement Benefits and Insurance Committee
SIGNATURES/POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That each person whose
signature appears below constitutes and appoints Gary Wagner as his true
and lawful attorney-in-fact and agent with full powers of substitution
and resubstitution, for him and in his name, place and stead, in any and
all capacities to sign any or all amendments (including post-effective
amendments) 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, 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 foregoing, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, 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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/S/ JAMES S. MARLEN
- ------------------- Chairman/President/Chief Executive
JAMES S. MARLEN Officer (Principal Executive Officer) September 24, 1997
and Director
/S/ GARY WAGNER
- ------------------- Senior Vice President/Chief Financial
GARY WAGNER Officer (Principal Financial Officer) September 24, 1997
/S/ DEWEY H. NORTON
- ------------------- Vice President, Controller
DEWEY H. NORTON (Principal Accounting Officer) September 24, 1997
/S/ STEPHEN W. FOSS
- -------------------- Director September 24, 1997
STEPHEN W. FOSS
/S/ A. FREDERICK GERSTELL
- -------------------- Director September 24, 1997
A. FREDERICK GERSTELL
/S/ J. MICHAEL HAGAN
- -------------------- Director September 24, 1997
J. MICHAEL HAGAN
/S/ TERRY L. HAINES
- ------------------- Director
TERRY L. HAINES September 24, 1997
/S/ JOHN F. KING
- ------------------- Director September 24, 1997
JOHN F. KING
/S/ RICHARD J. PEARSON
- ------------------- Director September 24, 199
RICHARD J. PEARSON
/S/ DAVID L. SLINEY
- ------------------- Director Septemer 24, 1997
DAVID L. SLINEY
EXHIBIT INDEX
Exhibits
4.1 Ameron, Inc. 401(k) Retirement Savings Plan effective
January 1, 1993, as amended.
23.1 Consent of Arthur Andersen LLP
24.1 Power of Attorney (contained on signature
page of Registration Statement)