As filed with the Securities and Exchange Commission on January 2, 2002.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN VANGUARD CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2588080
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4695 MACARTHUR COURT, SUITE 1250
NEWPORT BEACH, CALIFORNIA 92660
(Address of Principal Executive Offices) (Zip Code)
AMERICAN VANGUARD CORPORATION
1994 STOCK INCENTIVE PLAN*
(Full title of the plan)
ERIC G. WINTEMUTE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
4695 MACARTHUR COURT, SUITE 1250
NEWPORT BEACH, CALIFORNIA 92660
(949) 260-1200
(Name, address and telephone number, including area code, of agent for service)
Copy to:
JOHN B. MILES, ESQ.
MCDERMOTT, WILL & EMERY
18191 VON KARMAN AVENUE, SUITE 500
IRVINE, CALIFORNIA 92612-0187
(949) 851-0633
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock (par
value $.10 per share)(1) 287,027 shares(1) $17.70(2) $5,080,378(2) $1,214.21
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* This Registration Covers the 1994 Stock Incentive Plan, the 1994 Amended
and Restated Stock Incentive Plan, and the Second Amended and Restated 1994
Stock Incentive Plan (collectively, the "Plan").
(1) In addition to the number of shares of Common Stock stated above, this
Registration Statement covers options and other rights to purchase or
acquire the shares of Common Stock under the Plan and, pursuant to Rule 416
under the Securities Act of 1933, as amended, an additional indeterminate
number of shares, options and rights which, by reason of certain events
specified in the Plan, may become subject to the Plan.
(2) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457 of the Securities Act of 1933, as amended, based
on the average of the high and low sales prices of a share of Common Stock
of the Registrant as reported on the American Stock Exchange on
December 27, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "1933 Act"), and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by American Vanguard Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 2000.
(2) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001, June 30, 2001 and September
30, 2001.
(3) The Company's Current Report on Form 8-K filed on June 6,
2001.
(4) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed
with the Commission pursuant to Section 12 of the 1934
Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock to be offered is registered under Section 12 of
the 1934 Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seven of the Company's Certificate of Incorporation, as
amended, and Article Six of the Company's Bylaws, as amended, provide that the
Company shall indemnify its directors and officers to the full extent permitted
by the Delaware General Corporation Law.
Reference is made to Section 145 of the General Corporation Law
of the State of Delaware which provides for indemnification of directors and
officers in certain circumstances. Section 145 of the Delaware General
Corporation Law authorizes a court to award, or a corporation's Board of
Directors to grant, indemnification to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities arising under the 1933 Act.
The Company has obtained an insurance policy which will entitle
the Company to be reimbursed for certain indemnity payments it is required or
permitted to make to its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Reference is made to the Index to Exhibits.
ITEM 9. UNDERTAKINGS.
(1) The undersigned 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 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.
(b) That, for the purpose of determining any liability
under the 1933 Act, 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.
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(c) 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.
(d) That, for purposes of determining any liability under
the 1933 Act, each filing of the registrant's annual report
pursuant to section 13(a) or 15(d) of the 1933 Act (and each
filing of the employee benefit plan's annual report pursuant to
section 15(d) of the 1934 Act) 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.
(2) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions
described in Item 6 or otherwise, the registrant has been advised
that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 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 1933 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, as
amended, the undersigned 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 Newport Beach, State of
California, on the 2nd day of January, 2002.
AMERICAN VANGUARD CORPORATION
By: /s/ James A. Barry
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James A. Barry, Senior Vice President, Chief
Financial Officer, Secretary/Treasurer and
Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Eric G. Wintemute and James A. Barry and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, to sign on
his behalf, individually and in each capacity stated below, all amendments and
post-effective amendments to this Registration Statement on Form S-8 and to file
the same, with all exhibits thereto and any other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, granting unto said attorneys-in-fact and agents 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 and to all intents and
purposes as each might or could do in person, hereby ratifying and confirming
each act that said attorneys-in-fact and agents may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on January 2, 2002.
SIGNATURE TITLE
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/s/ Eric G. Wintemute President, Chief Executive Officer and Director
- ----------------------------------------- (Principal Executive Officer)
Eric G. Wintemute
/s/ James A. Barry Senior Vice President, Chief Financial Officer,
- ----------------------------------------- Secretary/Treasurer and Director (Principal Financial
James A. Barry and Accounting Officer)
/s/ Herbert A. Kraft Co-Chairman
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Herbert A. Kraft
/s/ Glenn A. Wintemute Co-Chairman
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Glenn A. Wintemute
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SIGNATURE TITLE
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/s/ John B. Miles Director
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John B. Miles
/s/ Carl R. Soderlind Director
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Carl R. Soderlind
/s/ Jay R. Harris Director
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Jay R. Harris
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5.1 Opinion of McDermott, Will & Emery as to validity of the
securities being registered.
23.1 Consent of BDO Seidman, LLP, independent certified public
accountants.
23.3 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
24.1 Power of attorney (included on signature page).
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