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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1997.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PENWEST, LTD.
(Exact name of Registrant as specified in its charter)
WASHINGTON 91-122136
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
777 - 108TH AVENUE N.E., SUITE 2390
BELLEVUE, WASHINGTON 98004-5193
(Address of principal executive offices)
PENWEST, LTD. 1994 STOCK OPTION PLAN
(Full title of the plan)
TOD R. HAMACHEK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PENWEST, LTD.
777 - 108TH AVENUE N.E., SUITE 2390
BELLEVUE, WASHINGTON 98004-5193
(Name and address of agent for service)
(206) 462-6000
(Telephone number, including area code, of agent for service)
===================================================================================================================
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING REGISTRATION
REGISTERED BE REGISTERED OFFERING PRICE PER PRICE FEE(1)
SHARE(1)
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Common Stock, par value $1.00 500,000 shares $ 19.00 $ 9,500,000 $ 2,879
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(1) The proposed maximum offering price per share and the registration fee
were calculated in accordance with rule 457(c) and (h) based on the
average of the high and low prices for shares of the registrant's Common
Stock on March 10, 1997, as quoted by the Nasdaq National Market, which
was $ 19.00 per share.
Page 1 of ___ pages.
Exhibit Index begins at page II-5
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REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E, this Registration Statement on Form S-8
is filed by PENWEST, LTD. (the "Registrant") to register additional securities
under the PENWEST, LTD. 1994 Stock Option Plan (the "Option Plan") covered by
and filed as an exhibit to the Registrant's Registration Statement on Form S-8
(No. 33-58799). The additional securities are to be issued pursuant to an
amendment to the Option Plan approved by the Registrant's Board of Directors
on December 12, 1996 and by the Registrant's Shareholders on January 21, 1997.
Portions of Registration Statement No. 33-58799 are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by reference in
this Registration Statement.
(a) The Registrant's latest Annual Report on Form 10-K filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for the Company's fiscal year ended August 31, 1996.
(b) All other reports filed pursuant to Section 13(a) of the Exchange Act
since the filing of the Form 10-K, as amended, by reference herein to
(a) above.
(c) The description of the Registrant's securities contained in a
Registration Statement filed pursuant to Section 12 of the Exchange
Act.
All documents filed by the Registrant pursuant to Section 13(a), 14, or 15(d) of
the Exchange Act after the date hereof 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 herein and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Incorporated herein by reference to Registration Statement No. 33-58799.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER
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4.1 PENWEST, LTD. 1994 Stock Option Plan, as amended
5.1 Opinion of Bogle & Gates P.L.L.C.
23.1 Consent of Bogle & Gates P.L.L.C. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (See page II-4 of this Registration
Statement)
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ITEM 9. UNDERTAKINGS.
Incorporated herein by reference to Registration Statement No. 33-58799.
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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 Bellevue, Washington on this 21st day of
January, 1997.
PENWEST, LTD.
By /s/ Tod R. Hamachek
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Tod R. Hamachek
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Tod R.
Hamachek and Jeffrey T. Cook, or either of them, his attorney-in-fact, with the
power of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may 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
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/s/ Tod R. Hamachek President, Chief Executive January 21, 1997
- ------------------------------- Officer and Director
Tod R. Hamachek (Principal Executive
Officer)
/s/ Jeffrey T. Cook Vice President, Finance January 21, 1997
- ------------------------------- and Chief Financial
Jeffrey T. Cook Officer (Principal
Financial and Accounting
Officer)
/s/ N. Stewart Rogers Chairman of the Board of January 21, 1997
- ------------------------------- Directors
N. Stewart Rogers
/s/ Richard E. Engebrecht
- ------------------------------- Director January 21, 1997
Richard E. Engebrecht
/s/ Paul E. Freiman
- ------------------------------- Director January 21, 1997
Paul E. Freiman
/s/ Paul H. Hatfield
- ------------------------------- Director January 21, 1997
Paul H. Hatfield
/s/ Harry Mullikin
- ------------------------------- Director January 21, 1997
Harry Mullikin
/s/ Sally G. Narodick
- ------------------------------- Director January 21, 1997
Sally G. Narodick
/s/ William G. Parzybok, Jr.
- ------------------------------- Director January 21, 1997
William G. Parzybok, Jr.
/s/ William K. Street
- ------------------------------- Director January 21, 1997
William K. Street
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EXHIBIT NUMBER EXHIBIT PAGE
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4.1 PENWEST, LTD. 1994 Stock Option Plan, as amended
5.1 Opinion of Bogle & Gates P.L.L.C.
23.1 Consent of Bogle & Gates P.L.L.C. (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (See page II-3 of this
Registration Statement)
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