AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
TJ INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 82-0250992
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
200 E. MALLARD DRIVE
BOISE, IDAHO 83706
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
LEVERAGED STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
_________________________
RICHARD B. DRURY
CORPORATE SECRETARY
TJ INTERNATIONAL, INC.
200 E. MALLARD DRIVE
BOISE, IDAHO 83706
TELEPHONE (208) 364-3300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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COMMON STOCK, PAR VALUE $1.00 PER SHARE 400,000 $21.375 $8,550,000 $2,948.28
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(1) This Registration Statement relates to the registration of Four
Hundred Thousand (400,000) shares of $1.00 par value common stock ("Common
Stock") for issuance or delivery under the TJ International, Inc. Leveraged
Stock Purchase Plan (the "Plan"). Pursuant to Rule 416(a) under the Securities
Act of 1933, this Registration Statement also relates to such indeterminate
number of additional shares of Common Stock as may be issuable to eliminate any
dilutive effect of any future stock split, stock dividend or similar
transaction.
(2) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
price per share is estimated to be $21.375, based upon the average high and low
prices for TJ International, Inc. Common Stock as reported on the NASDAQ
National Market on December 19, 1996.
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PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The information required in Part I is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents.
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 30, 1995.
(2) All reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the Registrant's
Annual 1995 Report on Form 10-K, including without limitation, the
Registrant's Quarterly Report on Form 10-Q for the three months ended
September 28, 1996.
(3) The description of Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the
Exchange Act, including all amendments or reports filed for the
purpose of updating such description.
(4) All other documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered have been sold or
that deregisters all securities that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended Certificate of Incorporation ("Certificate") of the Company
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Delaware Corporation Law ("DGCL"),
or (iv) for any transaction from which the director derived any improper
personal benefit.
The Bylaws ("Bylaws") of the Company provide that to the full extent
permitted by law, the Company shall indemnify and advance expenses to any person
who is or was a director, officer, employee or fiduciary of the Company, or was
serving at the request of a director, officer, employee or fiduciary of the
Company, against liabilities which may be incurred by such person by reason of
(or arising in part from) such capacity.
Section 145 of the DGCL authorizes the indemnification of directors and
officers against liability incurred by reason of being a director or officer and
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
any action, suit or proceeding seeking to establish such liability, in the case
of third-party claims, if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation, and in the case of actions by or in the right of the
corporation, if the officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, unless, despite the adjudication of liability, a court otherwise
determines. Indemnification also is authorized with respect to any criminal
action or proceeding where, in addition to the above, the officer or director
has no reasonable cause to believe that his conduct was unlawful.
The above discussion of the Company's Certificate, Bylaws and Section 145
of the DGCL is only a summary and is qualified in its entirety by the full text
of each of the foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits included as part of this Registration Statement are as
follows:
EXHIBIT NUMBER DESCRIPTION
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3.01 Amended Certificate of Incorporation of the Company was
filed as an exhibit to the Company's Form 10-Q for the
quarter ended July 2, 1994, and is incorporated herein
by this reference.
3.02 Bylaws of Trus Joist Corporation (a Delaware
corporation), was filed as an exhibit to the Company's
Form 10-K for the fiscal year ended December 28, 1991,
and is incorporated herein by this reference.
4.01 TJ International, Inc. Leveraged Stock Purchase Plan.
5.01 Opinion of Hawley Troxell Ennis & Hawley
23.01 Consent of Hawley Troxell Ennis & Hawley (included in
Exhibit 5.01)
23.02 Consent of Arthur Andersen LLP
24.01 Powers of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) 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 of 1933;
(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;
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(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 paragraphs (a)(1)(i) and (a)(1)(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 Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) 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 being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) 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.
(b) The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 bona fide offering thereof.
(c) 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 whether such
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(Signatures on following page)
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SIGNATURES
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 Boise, State of Idaho, on December 20, 1996.
TJ INTERNATIONAL, INC.
By:/s/ Thomas H. Denig
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Thomas H. Denig
President and Chief Executive Officer
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 CAPACITY DATE
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/s/ Thomas H. Denig President and Chief Executive Dec. 20, 1996
- --------------------------------- Officer (Principal Executive
Thomas H. Denig Officer and Director)
/s/ Valerie A. Heusinkveld Vice President, Finance and Dec. 20, 1996
- --------------------------------- Chief Financial Officer
Valerie A. Heusinkveld (Principal Financial and
Accounting Officer)
/s/ Harold E. Thomas * Chairman of the Board Dec. 20, 1996
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Harold E. Thomas
/s/ Robert B. Findlay * Director Dec. 20, 1996
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Robert B. Findlay
/s/ J. L. Scott * Director Dec. 20, 1996
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J. L. Scott
/s/ Jerre L. Stead * Director Dec. 20, 1996
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Jerre L. Stead
/s/ Arthur L. Troutner * Director Dec. 20, 1996
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Arthur L. Troutner
/s/ J. Robert Tullis * Director Dec. 20, 1996
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J. Robert Tullis
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SIGNATURE CAPACITY DATE
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/s/ Steven C. Wheelwright * Director Dec. 20, 1996
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Steven C. Wheelwright
/s/ William J. White * Director Dec. 20, 1996
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William J. White
* Thomas H. Denig, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-named directors of TJ
International, Inc., pursuant to powers of attorney executed on behalf of each
such director.
By: /s/ Thomas H. Denig
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Thomas H. Denig
Attorney-in-fact
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER DESCRIPTION
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3.01 Amended Certificate of Incorporation of
the Company was filed as an exhibit to the
Company's Form 10-Q for the quarter ended
July 2, 1994, and is incorporated herein
by this reference.
3.02 Bylaws of Trus Joist Corporation (a Delaware
corporation), was filed as an exhibit to the
Company's Form 10-K for the fiscal year ended
December 28, 1991, and is incorporated herein
by this reference.
4.01 TJ International, Inc. Leveraged Stock Purchase Plan.
5.01 Opinion of Hawley Troxell Ennis & Hawley
23.01 Consent of Hawley Troxell Ennis & Hawley
(included in Exhibit 5.01)
23.02 Consent of Arthur Andersen LLP
24.01 Powers of Attorney
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