AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1997
REGISTRATION NO. 333-22741
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHELBY WILLIAMS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-0974443
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
11-111 Merchandise Mart
Chicago, Illinois 60654
(312) 527-3593
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Manfred Steinfeld
Shelby Williams Industries, Inc.
11-111 Merchandise Mart
Chicago, Illinois 60654
(312) 527-3593
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Walter Roth Edward S. Best
D'Ancona & Pflaum Mayer, Brown & Platt
30 North LaSalle Street 190 South LaSalle Street
Chicago, Illinois 60602 Chicago, Illinois 60603
(312) 580-2000 (312) 782-0600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effectiveness of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following tables sets forth the various expenses in connection with the
issuance and distribution of the securities being registered. All of the amounts
shown are estimates except the Securities and Exchange Commission registration
fee and the N.A.S.D. filing fee. Approximately 28% of such expenses will be paid
by the Registrant and 72% of such expenses will be paid pro rata by the Selling
Stockholders.
Securities and Exchange Commission registration fee............... $ 11,457
N.A.S.D. filing fee............................................... 4,281
Printing expenses................................................. 100,000
Transfer agent fees and expenses.................................. 1,000
Accounting fees and expenses...................................... 25,000
Legal fees and expenses........................................... 35,000
Miscellaneous..................................................... 23,262
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$ 200,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a
corporation, under certain circumstances, to indemnify its directors and
officers (including reimbursement for expenses incurred). The Registrant's
certificate of incorporation and by-laws provide for such indemnification to the
extent permitted by the provisions of Delaware Law. Such indemnification may
extend to certain liabilities under the Securities Act of 1933, as amended (the
"Act"). The Registrant also maintains insurance protection for its directors and
officers against certain liabilities arising out of the performance of their
duties in such capacities, which may include certain liabilities under the Act.
Reference is also made to Section 10 of the Underwriting Agreement (Exhibit 1.1
hereto) with respect to undertakings to indemnify the Registrant, its directors
and officers and each person who controls the Registrant within the meaning of
the Act, against certain civil liabilities, including certain liabilities under
the Act.
See "Item 17. Undertakings" for a description of the Securities and Exchange
Commission's position regarding such indemnification provisions.
ITEM 16. EXHIBITS
EXHIBIT
NO. DESCRIPTION
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1.1 Form of Underwriting Agreement*
4.1 Registrant's Certificate of Incorporation and all amendments thereto
(incorporated by reference to Exhibit 3.1 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1987)
4.2 Bylaws of the Registrant, as amended (incorporated by reference to Exhibit
3.2 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995)
5.1 Opinion of D'Ancona & Pflaum regarding the validity of the securities**
23.1 Consent of D'Ancona & Pflaum (included in Exhibit 5.1)**
23.2 Consent of Ernst & Young LLP**
24.1 Power of Attorney**
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* Filed by this Amendment
** Previously filed
II-1
ITEM 17. UNDERTAKINGS
(a) 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 an
employee benefit plan's annual report pursuant to 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.
(b) 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 by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(c) The undersigned registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-2
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-3 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 19th day of
March, 1997.
SHELBY WILLIAMS INDUSTRIES, INC.
(Registrant)
By: /s/ PAUL N. STEINFELD
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Paul N. Steinfeld
CHAIRMAN OF THE BOARD
II-3
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLES DATE
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/s/ PAUL N. STEINFELD Chairman of the Board and
- ------------------------------ Director (Principal March 19, 1997
Paul N. Steinfeld Executive Officer)
/s/ ROBERT P. COULTER*
- ------------------------------ President and Director March 19, 1997
Robert P. Coulter
/s/ MANFRED STEINFELD*
- ------------------------------ Chairman of the Executive March 19, 1997
Manfred Steinfeld Committee and Director
Vice President of Finance,
/s/ SAM FERRELL* Treasurer and Assistant
- ------------------------------ Secretary (Principal March 19, 1997
Sam Ferrell Financial and Accounting
Officer)
/s/ ROBERT L. HAAG*
- ------------------------------ Director March 19, 1997
Robert L. Haag
/s/ WILLIAM B. KAPLAN*
- ------------------------------ Director March 19, 1997
William B. Kaplan
/s/ DOUGLAS A. PARKER*
- ------------------------------ Director March 19, 1997
Douglas A. Parker
/s/ HERBERT L. ROTH*
- ------------------------------ Director March 19, 1997
Herbert L. Roth
/s/ TRISHA WILSON*
- ------------------------------ Director March 19, 1997
Trisha Wilson
*By: /s/ PAUL N. STEINFELD
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Paul N. Steinfeld March 19, 1997
ATTORNEY-IN-FACT
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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1.1 Form of Underwriting Agreement