As filed with the Securities and Exchange Commission on October 6, 1997.
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
SIMPSON MANUFACTURING CO., INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-3196943
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4637 Chabot Drive, Suite 200, Pleasanton, California 94588
----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
------------------------
(Full title of the plan)
Stephen B. Lamson
Chief Financial Officer
4637 Chabot Drive, Suite 200
Pleasanton, CA 94588
(Name and address of agent for service)
(510) 460-9912
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered (1) unit price fee
- ------------ -------------- ------------ ------------ ------------
Common Stock
(without par
value) 300,000(1) $ 39.125 $ 11,737,500 $ 3,556.82
(1) Estimated solely for the purpose of calculating the registration
fee in accordance with Rules 457(c) and (h) under the Securities
Act of 1933, based upon the average of the high and low prices
reported on the Nasdaq National Market on October 2, 1997.
Registrant filed a Form S-8 Registration Statement (File No. 33-85662)
on October 27, 1994 (the "Original S-8"), to register 1,200,000 shares of
Registrant's Common Stock that are reserved for issuance under
Registrant's 1994 Stock Option Plan (the "Plan"). This Form S-8
Registration Statement registers an additional 300,000 shares of
Registrant's Common Stock that are reserved for issuance under the Plan.
Registrant incorporates herein by reference the contents of the Original
S-8.
At their annual meeting on May 15, 1997, the shareholders of Registrant
approved an amendment of the Plan to provide that up to 1,500,000 shares
of Registrant's Common Stock, rather than 1,200,000 shares, may be issued
on exercise of options granted under the Plan, and to conform the Plan to
certain amendments to the rules promulgated by the Securities and Exchange
Commission on May 30, 1996, under section 16 of the Securities Exchange
Act of 1934, as amended. A copy of the Plan, as so amended, is filed as
Exhibit 4.1 hereto.
Item 8. Exhibits.
4.1 Registrant's 1994 Stock Option Plan, as amended through
May 15, 1997
5.1 Opinion of Shartsis, Friese & Ginsburg LLP as to the
legality of the securities being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Shartsis, Friese & Ginsburg LLP (contained
in Exhibit 5.1)
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 Form S-8 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pleasanton, State of California, on October 6, 1997.
SIMPSON MANUFACTURING CO., INC.
-------------------------------
(Registrant)
By: /s/Stephen B. Lamson
-------------------------------
Stephen B. Lamson
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen B. Lamson his or her
attorney-in-fact, with full power of substitution and resubstitution, for
him or her in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-
fact, or his or her substitute or substitutes, may 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 below by the following persons in
the capacities and on the dates indicated:
SIGNATURE DATE
/s/Thomas J Fitzmyers October 6, 1997
- ----------------------------------- ------------------
Thomas J Fitzmyers,
President, Chief Executive Officer
and Director (Principal Executive
Officer)
/s/Stephen B. Lamson October 6, 1997
- ----------------------------------- ------------------
Stephen B. Lamson,
Chief Financial Officer, Treasurer,
and Director (Principal Financial
and Accounting Officer)
/s/Barclay Simpson October 6, 1997
- ----------------------------------- ------------------
Barclay Simpson,
Director
/s/Alan McKay September 26, 1997
- ----------------------------------- ------------------
Alan McKay,
Director
/s/Sunne Wright McPeak September 30, 1997
- ----------------------------------- ------------------
Sunne Wright McPeak,
Director
/s/Barry Lawson Williams September 28, 1997
- ----------------------------------- ------------------
Barry Lawson Williams,
Director
/s/Earl F. Cheit September 30, 1997
- ----------------------------------- ------------------
Earl F. Cheit,
Director
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- ------- -------------------------------------------- -------------
4.1 1994 Stock Option Plan, as amended through 6
May 15, 1997
5.1 Opinion of Shartsis, Friese & Ginsburg LLP 16
as to the legality of the securities being
registered
23.1 Consent of Coopers & Lybrand L.L.P. 17
23.2 Consent of Shartsis, Friese & Ginsburg LLP
(contained in Exhibit 5.1)