AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2001
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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DAL-TILE INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3548809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7834 C.F. HAWN FREEWAY
DALLAS, TX 75217
(214) 398-1411
(Address of principal executive offices)
DAL-TILE INTERNATIONAL INC.
1990 STOCK OPTION PLAN (AS AMENDED AND RESTATED)
(ALSO KNOWN AS THE 2000 AMENDED AND RESTATED STOCK OPTION PLAN)
(Full title of the plan)
JACQUES R. SARDAS
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
DAL-TILE INTERNATIONAL INC.
7834 C.F. HAWN FREEWAY
DALLAS, TX 75217
(214) 398-1411
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $.01 per share 2,425,000 shares (1) $11.94 (2) $28,954,500 (2) $7,238.63 (2)
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Common Stock, par value $.01 per share 2,000,000 shares (1) $12.63 (2) $25,260,000 (2) $6,315.00 (2)
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Common Stock, par value $.01 per share 1,881,619 shares (1) $9.01 (2) $16,953,387 (2) $4,238.35 (2)
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Common Stock, par value $.01 per share 1,372,931 shares (1) $9.01 (2) $12,370,108 (2) $3,092.53 (2)
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Common Stock, par value $.01 per share 1,064,000 shares (1) $8.69 (2) $9,246,160 (2) $2,311.54 (2)
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Common Stock, par value $.01 per share 1,000,000 shares (1) $13.89 (2) $13,890,000 (2) $3,472.5 (2)
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Common Stock, par value $.01 per share 286,000 shares (1) $15.06 (2) $4,307,160 (2) $1,076.79 (2)
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Common Stock, par value $.01 per share 100,000 shares (1) $8.81 (2) $881,000 (2) $220.25 (2)
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Common Stock, par value $.01 per share 1,927,069 shares (1) $15.93 (3) $30,698,209 (3) $7,674.40 (3)
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TOTAL 12,056,619 shares - 142,560,524 $35,639.99
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<FN>
(1) Includes an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, the amounts
are calculated based upon the maximum price at which stock options
covering the registered shares of Common Stock may be exercised.
(3) Pursuant to Rule 457(h) and (c) under the Securities Act of 1933, the
amounts are calculated based upon the average of the high and low
prices of a share of Common Stock as reported on the New York Stock
Exchange Composite Tape on October 24, 2001.
</FN>
EXPLANATORY NOTE
This registration statement on Form S-8 (the "Registration
Statement") is being filed in accordance with Instruction E of Form S-8 for
the purpose of registering shares of common stock of Dal-Tile International
Inc. (the "Company"), par value $.01 per share (the "Common Stock"), which
may be issued upon the exercise of non-qualified stock options granted
under the Dal-Tile International Inc. 1990 Stock Option Plan, as amended
and restated (the "Plan") such that the number of shares covered by the
Registration Statement is 12,056,619.
INCORPORATION OF CONTENTS OF
REGISTRATION STATEMENT BY REFERENCE
Pursuant to Instruction E of Form S-8, the Registration Statement
hereby incorporates by reference the contents of the registration statement
on Form S-8 filed by the Company on January 21, 1999 (Registration No.
33-70879) (the "Original Registration Statement"), other than the last
sentence of the paragraph under the heading Explanatory Note in the
Original Registration Statement, which is not incorporated in this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities offered pursuant to this
Registration Statement has been passed upon for the Company by Mark A.
Solls, Esq., Vice President, General Counsel and Secretary of the Company.
Mr. Solls owns shares and options to purchase shares of Common Stock of the
Company.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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5.1 Opinion of Mark A. Solls as to the legality of the shares
of Common Stock covered by the Registration Statement.*
23.1 Consent of Mark A. Solls (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.*
24.1 Powers of Attorney (included on the signature pages).
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Dallas, Texas, on October 25, 2001.
DAL-TILE INTERNATIONAL INC.
By: /s/ Mark A. Solls
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Mark A. Solls
Vice President, General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Mark A. Solls, as
his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement and any and all documents in connection therewith and to file the
same, with all exhibits thereto, and all 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
premises, as fully to all intents and purposes as he might or could do in
person, and hereby ratifies, approves and confirms all that his 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 dates indicated:
SIGNATURE TITLE DATE
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/s/ Jacques R. Sardas October 25, 2001
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Jacques R. Sardas President, Chief Executive Officer and
Chairman of the Board of Directors
/s/ William C. Wellborn October 25, 2001
---------------------------------
William C. Wellborn Executive Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
/s/ Douglas D. Danforth October 25, 2001
---------------------------------
Douglas D. Danforth Director
/s/ John F. Fiedler October 25, 2001
---------------------------------
John F. Fiedler Director
/s/ Vincent A. Mai October 25, 2001
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Vincent A. Mai Director
/s/ Charles J. Pilliod, Jr. October 25, 2001
---------------------------------
Charles J. Pilliod, Jr. Director
INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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5.1 Opinion of Mark A. Solls as to the legality of the shares
of Common Stock covered by the Registration Statement.*
23.1 Consent of Mark A. Solls (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.*
24.1 Powers of Attorney (included on the signature pages).
* Filed herewith.