As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-_______
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UNITED STATES
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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VALMONT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-0351813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Valmont Plaza
Omaha, Nebraska 68154-5215
(Address of principal executive offices) (Zip Code)
VERSP Restoration Plan
(Full title of the plan)
Terry J. McClain
Senior Vice President and Chief Financial Officer
Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154-5215
(Name and address of agent for service)
(402) 963-1000
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
======================= ===================== ==================== ======================== ====================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) unit(2) price(2) registration fee
----------------------- --------------------- -------------------- ------------------------ --------------------
Common Stock(3)
($1.00 par value) 100,000 $15.17 $1,517,000 $379.25
======================= ===================== ==================== ======================== ====================
<FN>
(1) In addition, pursuant to Rule 416(c), this registration statement covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated for the purposes of calculating the registration fee pursuant to
Rule 457(c) on the basis of the average of the high and low price of
Valmont's common stock on the Nasdaq National Stock Market on June 25,
2001.
(3) This registration statement also applies to preferred share purchase
rights which are attached to and trade with each share of common stock.
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission,
this registration statement omits the information specified in Part I of Form
S-8. The documents containing the information specified in Part I will be
delivered to the participants in the VERSP Restoration Plan as required by
Securities Act Rule 428(b). Such documents are not being filed with the
Securities and Exchange Commission as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Valmont Industries, Inc. ("Valmont") hereby incorporates by reference
in this registration statement the following documents previously filed with the
Securities and Exchange Commission:
(a) Annual Report on Form 10-K for the fiscal year ended December 30,
2000;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;
and
(c) Registration Statement on Form 8-A, as amended, filed on December
20, 1995.
All document subsequently filed by Valmont pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 in the registration statement and to be a part thereof
from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Pursuant to Article IX of the Certificate of Incorporation of Valmont,
Valmont shall, to the extent required, and may, to the extent permitted, by
Section 102 and Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify and reimburse all persons whom
it may indemnify and reimburse pursuant thereto. No director shall be liable to
Valmont or its stockholders for monetary damages for breach of fiduciary duty as
a director. A director shall continue to be liable for (1) any breach of a
director's duty of loyalty to Valmont or its stockholders; (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (3) paying a dividend or approving a stock repurchase which would
violate Section 174 of the General Corporation Law of the State of Delaware; or
(4) any transaction from which the director derived an improper personal
benefit.
The by-laws of Valmont provide for indemnification of Valmont officers
and directors against all expenses, liabilities or losses reasonably incurred or
suffered by the officer or director, including liability arising under the
Securities Act of 1933, to the extent legally permissible under Section 145 of
the General Corporation Law of the State of Delaware where any such person was,
is, or is threatened to be made a party to or is involved in any action, suit or
proceeding whether civil, criminal, administrative or investigative, by reason
of the fact such person was serving Valmont in such capacity. Generally, under
Delaware law, indemnification will only be available where an officer or
director can establish that such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Valmont.
Valmont also maintains a director and officer insurance policy which
insures the officers and directors of Valmont and its subsidiaries against
damages, judgments, settlements and costs incurred by reason of certain wrongful
acts committed by such persons in their capacities as officers and directors.
Item 8. List of Exhibits.
Exhibit
Number Description
3.1 Certificate of Incorporation, as amended, filed as Exhibit 3 to
Valmont's Quarterly Report on Form 10-Q for the quarter ended March 28,
1998 and is incorporated herein by reference.
3.2 Bylaws, as amended, filed as Exhibit 3(ii) to Valmont's Annual Report
on Form 10-K for the fiscal year ended December 26, 1998 and is
incorporated herein by reference.
4.1 Rights Agreement, dated as of December 19, 1995 between the Company and
First National Bank of Omaha as Rights Agent, with Certificate of
Adjustment. This document was filed as Exhibit 4(i) to Valmont's Annual
Report on Form 10-K for the year ended December 25, 1999 and is
incorporated herein by reference.
4.2 Form of Common Stock Certificate filed as Exhibit 4.4 to Valmont's
Registration Statement on Form S-3 (333-59912) and incorporated herein
by reference.
5 Opinion of McGrath, North, Mullin & Kratz, P.C.
10 VERSP Restoration Plan.
23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit
5).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney.
Item 9. Undertakings.
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:
(1) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(2) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(3) 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) and (a)(2) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission 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.
(b) 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.
(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
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 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.
(e) 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
controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Valmont Industries, Inc., a Delaware corporation, 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
Omaha, State of Nebraska, on the 29th day of June, 2001.
VALMONT INDUSTRIES, INC.
By: /s/ Mogens C. Bay
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Mogens C. Bay
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed below by the following persons in the
capacities indicated on the 29th day of June, 2001.
Signature Title
/s/ Mogens C. Bay Chairman, Chief Executive Officer and Director
Mogens C. Bay
/s/ Terry J. McClain Senior Vice President and Chief Financial
Terry J. McClain Officer (Principal Financial Officer)
/s/ Mark C. Jaksich Vice President and Controller
Mark C. Jaksich (Principal Accounting Officer)
Robert B. Daugherty* Director
John E. Jones* Director
Thomas F. Madison* Director
Charles D. Peebler, Jr.* Director
Bruce Rohde* Director
Walter Scott, Jr.* Director
Kenneth E. Stinson* Director
* Mogens C. Bay, by signing his name hereto, signs this registration statement
on behalf of each of the persons indicated. A Power-of-Attorney authorizing
Mogens C. Bay to sign this registration statement on behalf of each of the
indicated Directors of Valmont Industries, Inc. has been filed herein as
Exhibit 24.
By: /s/ Mogens C. Bay
--------------------------------
Mogens C. Bay
Attorney-In-Fact
Pursuant to the requirements of the Securities Act of 1933, the VERSP
Restoration Plan has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Omaha,
State of Nebraska, on the 29th day of June, 2001.
VERSP RESTORATION PLAN
By: /s/ Terry J. McClain
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Terry J. McClain
Administrative Committee Member
INDEX OF EXHIBITS
Exhibit
Number Description Page
3.1 Certificate of Incorporation, as amended, filed as Exhibit 3
to Valmont's Quarterly Report on Form 10-Q for the quarter
ended March 28, 1998 and is incorporated herein by reference.
3.2 Bylaws, as amended, filed as Exhibit 3(ii) to Valmont's
Annual Report on Form 10-K for the fiscal year ended December
26, 1998 and is incorporated herein by reference.
4.1 Rights Agreement, dated as of December 19, 1995 between the
Company and First National Bank of Omaha as Rights Agent, with
Certificate of Adjustment. This document was filed as Exhibit
4(i) to Valmont's Annual Report on Form 10-K for the year
ended December 25, 1999 and is incorporated herein by reference.
4.2 Form of Common Stock Certificate filed as Exhibit 4.4 to
Valmont's Registration Statement on Form S-3 (333-59912) and
incorporated herein by reference.
5 Opinion of McGrath, North, Mullin & Kratz, P.C. .................. 9
10 VERSP Restoration Plan ........................................... 10
23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included
in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP ................................. 22
24 Powers of Attorney ............................................... 23