As filed with the Securities and Exchange Commission on June 28, 2002
Registration No. 333-82630
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RBX Corporation*
(Exact Name of Registrant as Specified in Its Charter)
Delaware 3060 94-3231901
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification Code
Organization) Number)
------------------------------------
5221 ValleyPark Drive, Roanoke, Virginia 24019
Telephone: (540) 561-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Eugene I. Davis
5221 ValleyPark Drive, Roanoke, Virginia 24019
Telephone: (540) 561-6000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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With a copy to:
Stephen E. Older, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
Telephone: (212) 872-1000
Approximate date of commencement of proposed sale to the public: As soon as
practicable on or after the effective date of this Registration Statement.
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, check the following box. |X|
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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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RBX Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 3060 54-1563245
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification Code
Organization) Number)
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses payable by RBX Corporation
in connection with this registration statement. All of such expenses are
estimates, other than the filing and quotation fees payable to the Securities
and Exchange Commission.
Filing fee--Securities and Exchange Commission .............................................. $ 6,339
Fees and expenses of legal counsel .......................................................... 150,000
Printing expenses ........................................................................... 35,000
Fees and expenses of accountants ............................................................ 230,000
Miscellaneous expenses....................................................................... 20,000
--------
Total ................................................................................... $441,339
========
All of the amounts shown are estimates except for the filing fee
payable to the Securities and Exchange Commission.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware, or GCL,
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she was or is a director, officer, employee or agent of the
corporation, or was or is serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person identified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Section 145 further
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she was or is a director, officer, employee or
agent of the corporation, or was or is serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
the person identified acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such expenses that the
court shall deem proper. Section 145 further provides that to the extent a
director or officer of a corporation has been successful in
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the defense of any action, suit or proceeding referred to above or in the
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Our Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws, provide, in effect, that to the full extent and under the
circumstances permitted by Section 145 of the GCL, we shall indemnify any person
who was or is a party or is threatened to be made a party to any action, suit or
proceeding of the type described above by reason of the fact that he or she was
or is a director, officer, employee or agent of our company.
Our Certificate of Incorporation relieves our directors from monetary
damages to our company or our stockholders for breach of such director's
fiduciary duty as a director to the fullest extent permitted by the GCL. Under
Section 102(b)(7) of the GCL, a corporation may relieve its directors from
personal liability to such corporation or its stockholders for monetary damages
for any breach of their fiduciary duty as directors except (i) for any breach of
the director's duty of loyalty to our company or our stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) under Section 174 of the GCL or (iv) for any
transaction from which the director derived an improper personal benefit.
In addition, we carry an insurance policy for the protection of our
directors and executive officers against any liability asserted against them in
their official capacities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Effective August 27, 2001 all of our issued securities were cancelled
by order of the U.S. Bankruptcy Court and our company, in furtherance of our
bankruptcy plan of reorganization, issued new securities as follows: (i) 950,000
shares of our common stock and $25 million in new 12% notes in consideration for
the cancellation of approximately $110.8 million in claims; and (ii) 50,000
shares of our common stock and warrants for the purchase of 67,416 shares of our
common stock in consideration for the cancellation of approximately $129.9
million in claims.
The foregoing issuances and sales were conducted without registration
of the securities under the Securities Act of 1933, as amended, in reliance upon
the exemption from registration afforded by Section 1145(a)(2) of the Bankruptcy
Code. Section 1145(a)(1) of the U.S. Bankruptcy Code exempts the offer and sale
of securities under a plan of reorganization from registration under the
Securities Act and state laws if:
o the securities are offered and sold under a plan of reorganization;
o the securities are of a debtor, of an affiliate participating
in a joint plan with the debtor, or of a
successor to the debtor under the plan; and
o the recipients of the securities are issued such securities
entirely in exchange for the recipient's claim against or
interest in the debtor or principally in such exchange and
partly for cash or property.
Section 1145(a)(2) of the U.S. Bankruptcy Code exempts the offer of a
security through any warrant, option or right to subscribe that was sold in the
manner specified in Section 1145(a)(1) of the
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U.S. Bankruptcy Code and the sale of a security upon exercise of such a warrant,
option or right to subscribe.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit No. Item
- ----------- -----
2.1 Second Amended Joint Plan of Reorganization of RBX Group, Inc. and its
Subsidiaries, as modified (incorporated by reference to Exhibit T3E-2 of Form
T-3 of RBX Corporation dated as of July 27, 2001)
3.1 Amended and Restated Certificate of Incorporation of RBX Corporation
(incorporated by reference to Exhibit T3A of Amendment No. 1 to
Form T-3 of RBX Corporation dated as of August 20, 2001)
3.2 Amended and Restated By-laws of RBX Corporation (incorporated by reference to
Exhibit T3B of Amendment No. 1 to Form T-3 of RBX Corporation
dated as of August 20, 2001)
4.1 Indenture, dated as of August 27, 2001, among RBX Corporation,
RBX Industries, Inc. and State Street Bank and Trust Company, as Trustee**
4.2 Form of Note and Notation of Subsidiary Guarantee**
4.3 Intercreditor and Collateral Agency Agreement, dated as of August 27, 2001,
between Congress Financial Corporation, State Street Bank and
Trust and RBX Corporation**
4.4 Warrant Agreement, dated August 27, 2001, between RBX Corporation and
The Bank of New York, as Warrant Agent**
4.5 Registration Rights Agreement, dated as of August 27, 2001, by and
among RBX Corporation, RBX Industries, Inc., The Equitable Life
Assurance Society of the United States, Alliance Capital
Investment Opportunities Fund, PPM America Special Investments
Fund, L.P., PPM America Special Investments Fund CBO II, L.P. and
Foothill Partners III, L.P.**
4.6 Amendment No. 1 to the Registration Rights Agreement, dated December 7, 2001,
by and among RBX Corporation, RBX Industries, Inc., The Equitable Life Assurance
Society of the United States, Alliance Capital Investment Opportunities Fund,
PPM America Special Investments Fund, L.P., PPM America Special
Investments Fund CBO II, L.P. and Foothill Partners III, L.P.**
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.**
10.1 Amended and Restated Loan Agreement, dated as of August 27, 2001, among RBX
Industries, Inc., as borrower, RBX Corporation, as guarantor, and Congress
Financial Corporation, as lender**
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10.2 Amended and Restated General Security Agreement, dated as of August 27, 2001,
made by RBX Corporation in favor of Congress Financial Corporation**
10.3 General Security Agreement, dated August 27, 2001, made by RBX Industries,
Inc. in favor of Congress Financial Corporation**
10.4 Amended and Restated Pledge and Security Agreement, dated as of August 27, 2001,
made by RBX Corporation in favor of Congress Financial Corporation**
10.5 Amended and Restated Pledge and Security Agreement, dated August 27, 2001,
made by RBX Industries, Inc. in favor of Congress Financial Corporation**
10.6 Amended and Restated Trademark Collateral Assignment and Security Agreement,
dated as of August 27, 2001, made by RBX Corporation in favor of Congress Financial
Corporation**
10.7 Amended and Restated Trademark Collateral Assignment and Security Agreement,
dated as of August 27, 2001, made by RBX Industries, Inc. in favor of Congress
Financial Corporation**
10.8 Amended and Restated Patent Collateral Assignment and Security Agreement,
dated as of August 27, 2001, made by RBX Industries, Inc. in favor of Congress
Financial Corporation**
10.9 Amended and Restated Guarantee, dated as of August 27, 2001, made by RBX
Corporation in favor of Congress Financial Corporation**
10.10 2001 Stock Option Plan of RBX Corporation**
10.11 Form of Employment Agreement**
10.12 Executive Employees Supplemental Retirement Plan, as amended and restated
December 15, 1993**
10.13 Manufacturing, Sales & Marketing Agreement, dated as of April 26, 2002, between
Nomaco, Inc. and RBX Industries, Inc. Portions of this exhibit (indicated by
asterisks) have been omitted and filed separately pursuant to a request for confidential
treatment pursuant to Rule 406 under the Securities Act of 1933, as amended.
10.14 Manufacturing, Sales & Marketing Agreement, dated as of April 26, 2002, between
Nomaco K-Flex, LLC and RBX Industries, Inc. Portions of this exhibit (indicated by
asterisks) have been omitted and filed separately pursuant to a request for confidential
treatment pursuant to Rule 406 under the Securities Act of 1933, as amended.
10.15 Success Fee Payment Agreement, dated as of May 23, 2002 between RBX Corporation and Eugene
I. Davis.
10.16 Employment Agreement, dated October 24, 2001 between RBX Industries, Inc. and
Timothy J. Bernlohr
10.17 Employment Agreement, dated October 24, 2001 between RBX Industries, Inc.
and Rodeny P. Repka
12.1 Computation of earnings to fixed charges**
21.1 Subsidiaries of RBX Corporation**
23.1 Consent of Deloitte & Touche LLP**
24 Power of attorney (contained on page II-6)**
25 Statement of eligibility and qualification of the Trustee on Form T-1. (incorporated
by reference to Exhibit T3G of Form T-3 of RBX Corporation dated as of July 27, 2001)
** Previously filed
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(b) Financial Statement Schedule
Page
- ----
Number Description
- ------ -----------
S-1 Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because the information required to be
set forth therein is not applicable or is contained in the Financial Statements
or Notes.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission, such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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 the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the Registration
Statement. 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;
(iii) 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;
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Amendment No. 3 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Roanoke, Virginia, on the 28th day of June 2002.
RBX CORPORATION
By: /s/ Eugene I. Davis
----------------------------------
Name: Eugene I. Davis
Title: Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 to the registration statement has been signed below by the
following persons in the capacities and on the dates indicated below.
Name Title Date
---- ----- ----
/s/ Eugene I. Davis Chief Executive Officer and Chairman June 28, 2002
- ------------------------ of the Board of Directors
Eugene I. Davis (principal executive officer)
/s/ Thomas W. Tomlinson Vice President - Finance (principal June 28, 2002
- ------------------------- financial and accounting officer)
Thomas W. Tomlinson
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/s/ Richard W. Detweiler Director June 28, 2002
- -------------------------
Richard W. Detweiler
/s/ Eric R. Johnson Director June 28, 2002
- -------------------------
Eric R. Johnson
/s/ Stephen C. Larson Director June 28, 2002
- -------------------------
Stephen C. Larson
/s/ Joseph J. Radecki, Jr. Director June 28, 2002
- ---------------------------
Joseph J. Radecki, Jr.
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Amendment No. 3 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Roanoke, Virginia, on the 28th day of June 2002.
RBX INDUSTRIES, INC.
By: /s/ Eugene I. Davis
----------------------------------
Name: Eugene I. Davis
Title: Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 to the registration statement has been signed below by the
following persons in the capacities and on the dates indicated below.
Name Title Date
---- ----- ----
/s/ Eugene I. Davis Chief Executive Officer and Chairman June 28, 2002
- ------------------------ of the Board of Directors
Eugene I. Davis (principal executive officer)
June 28, 2002
/s/ Thomas W. Tomlinson Vice President - Finance (principal
- ------------------------- financial and accounting officer)
Thomas W. Tomlinson
/s/ Richard W. Detweiler Director June 28, 2002
- -------------------------
Richard W. Detweiler
/s/ Eric R. Johnson Director June 28, 2002
- -------------------------
Eric R. Johnson
/s/ Stephen C. Larson Director June 28, 2002
- -------------------------
Stephen C. Larson
/s/ Joseph J. Radecki, Jr. Director June 28, 2002
- ---------------------------
Joseph J. Radecki, Jr.
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EXHIBITS
Exhibit No. Item
- ----------- ----
2.1 Second Amended Joint Plan of Reorganization of RBX Group, Inc. and its Subsidiaries,
as modified (incorporated by reference to Exhibit T3E-2 of Form T-3 of RBX Corporation dated
as of July 27, 2001)
3.1 Amended and Restated Certificate of Incorporation of RBX Corporation (incorporated by
reference to Exhibit T3A of Amendment No. 1 to Form T-3 of RBX Corporation dated as of August 20, 2001)
3.2 Amended and Restated By-laws of RBX Corporation (incorporated by reference to Exhibit T3B of
Amendment No. 1 to Form T-3 of RBX Corporation dated as of August 20, 2001)
4.1 Indenture, dated as of August 27, 2001, among RBX Corporation, RBX Industries, Inc. and State
Street Bank and Trust Company, as Trustee**
4.2 Form of Note and Notation of Subsidiary Guarantee**
4.3 Intercreditor and Collateral Agency Agreement, dated as of August 27, 2001, between Congress
Financial Corporation, State Street Bank and Trust and RBX Corporation**
4.4 Warrant Agreement, dated August 27, 2001, between RBX Corporation and The Bank of New York, as Warrant Agent**
4.5 Registration Rights Agreement, dated as of August 27, 2001, by and among RBX Corporation, RBX Industries,
Inc., The Equitable Life Assurance Society of the United States, Alliance Capital Investment Opportunities
Fund, PPM America Special Investments Fund, L.P., PPM America Special Investments Fund CBO II, L.P. and Foothill
Partners III, L.P.**
4.6 Amendment No. 1 to the Registration Rights Agreement, dated December 7, 2001, by and among RBX Corporation,
RBX Industries, Inc., The Equitable Life Assurance Society of the United States, Alliance Capital Investment
Opportunities Fund, PPM America Special Investments Fund, L.P., PPM America Special Investments Fund CBO II,
L.P. and Foothill Partners III, L.P.**
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.**
10.1 Amended and Restated Loan Agreement, dated as of August 27, 2001, among RBX Industries, Inc., as
borrower, RBX Corporation, as guarantor, and Congress Financial Corporation, as lender**
10.2 Amended and Restated General Security Agreement, dated as of August 27, 2001, made by RBX Corporation
in favor of Congress Financial Corporation**
10.3 General Security Agreement, dated August 27, 2001, made by RBX Industries, Inc. in favor of
Congress Financial Corporation**
10.4 Amended and Restated Pledge and Security Agreement, dated as of August 27, 2001, made by RBX
Corporation in favor of Congress Financial Corporation**
10.5 Amended and Restated Pledge and Security Agreement, dated August 27, 2001, made by RBX Industries,
Inc. in favor of Congress Financial Corporation**
10.6 Amended and Restated Trademark Collateral Assignment and Security Agreement, dated as of August 27, 2001,
made by RBX Corporation in favor of Congress Financial Corporation**
10.7 Amended and Restated Trademark Collateral Assignment and Security Agreement, dated as of August 27, 2001,
made by RBX Industries, Inc. in favor of Congress Financial Corporation**
10.8 Amended and Restated Patent Collateral Assignment and Security Agreement, dated as of August 27, 2001,
made by RBX Industries, Inc. in favor of Congress Financial Corporation**
10.9 Amended and Restated Guarantee, dated as of August 27, 2001, made by RBX Corporation in favor of
Congress Financial Corporation**
10.10 2001 Stock Option Plan of RBX Corporation**
10.11 Form of Employment Agreement**
10.12 Executive Employees Supplemental Retirement Plan, as amended and restated December 15, 1993**
10.13 Manufacturing, Sales & Marketing Agreement, dated as of April 26, 2002, between Nomaco, Inc. and RBX
Industries, Inc. Portions of this exhibit (indicated by asterisks) have been omitted and filed
separately pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as
amended.
10.14 Manufacturing, Sales & Marketing Agreement, dated as of April 26, 2002, between Nomaco K-Flex, LLC and RBX
Industries, Inc. Portions of this exhibit (indicated by asterisks) have been omitted and filed separately pursuant
to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended.
10.15 Success Fee Payment Agreement, dated as of May 23, 2002 between RBX Corporation and Eugene I. Davis.
10.16 Employment Agreement, dated October 24, 2001 between RBX Industries, Inc. and Timothy J. Bernlohr
10.17 Employment Agreement, dated October 24, 2001 between RBX Industries, Inc. and Rodney P. Repka
12.1 Computation of earnings to fixed charges**
21.1 Subsidiaries of RBX Corporation**
23.1 Consent of Deloitte & Touche LLP**
24 Power of attorney (contained on page II-6)**
25 Statement of eligibility and qualification of the Trustee on Form T-1. (incorporated by reference to Exhibit
T3G of Form T-3 of RBX Corporation dated as of July 27, 2001)
** Previously filed
2