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As filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 87-0365268
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
755 Boardman-Canfield Rd,
South Bridge Executive Ctr, Bldg G West,
Boardman, Ohio 44512
(Address of Principal Executive Offices) (Zip Code)
1996 Stock Option Plan
(Full title of the plan)
Frank J. Amedia, President
American Architectural Products Corporation
755 Boardman-Canfield Road
South Bridge Executive Center
Building G West
Boardman, Ohio 44512
(Name and address of agent for service)
(330) 965-9910
(Telephone number, including area code, of agent for service)
With copy to:
Christopher D. Johnson, Esq.
Squire, Sanders & Dempsey L.L.P.
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
(602) 528-4000
Approximate Date of Commencement of Proposed Sale: As soon as practicable after
the Registration Statement becomes effective.
Page 1 of 9
Exhibit Index on Page 9
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE * PRICE * FEE
---------- ---------- ----------- ------- ---
Common Stock, 2,031,576 $4.16 $8,443,738 $2,491
$.001 par value
- -------------------------
* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the closing bid and asked prices
for shares of Common Stock on August 4, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to employees in accordance with Form S-8 and Securities
Act Rule 428.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into
this Registration Statement: (a) the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997; (b) all reports filed with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to December 31, 1997; and (c) the
description of the Registrant's capital stock contained in the Registrant's
Registration Statement on 10-SB/A filed with the Securities and Exchange
Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment to this Registration Statement 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 this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 11 of the Company's Certificate of Incorporation provides
that no director of the Corporation shall be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director; provided, however, that nothing contained such Section 11 eliminates
or limits the liability of a director of the Company to the extent provided by
applicable laws (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 knowing violation of law, (iii) for
authorizing the payment of a dividend or repurchase of stock, or (iv) for any
transaction from which the director derived an improper personal benefit.
Section 145 of the Delaware General Corporation Law (the "DGCL") enables a
corporation to eliminate or limit personal liability of members of its board of
directors for violations of their fiduciary duty of care. However, Delaware law
does not permit the elimination of a director's or officer's liability for
engaging in intentional misconduct or fraud, knowingly violating a law or
unlawfully paying a distribution. The statute has no effect on the availability
of equitable remedies, such as an injunction or rescission, for breach of
fiduciary duty.
Article X of the Company's Bylaws requires the Company to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or
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completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Article
X further provides that the Company shall 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 Company to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper. To the extent that a director,
officer, employee or agent of the Company has been successful in defense of any
action, suit or proceeding to which the indemnification provisions apply, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith. Expenses incurred by a director, officer, employee, or
agent of the Company in defending a civil or criminal action, suit or proceeding
shall be paid promptly by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if it shall be
ultimately determined that he is not entitled to be indemnified by the Company
as authorized in Article X.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit Index located at Page 9.
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:
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(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 set forth in the 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;
provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-8 and 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 the
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
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 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.
(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 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.
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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 Boardman, and the State of Ohio, on August 7, 1998.
AMERICAN ARCHITECTURAL PRODUCTS
CORPORATION, a Delaware corporation
By /s/ Frank J. Amedia
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Frank J. Amedia, President
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Frank J. Amedia and Richard L. Kovach, and each of
them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Form S-8 Registration Statement, and to file the same with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or each of
them, may lawfully 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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ George Hofmeister Chairman of the Board and August 3, 1998
- ---------------------- Director
George Hofmeister
/s/ Frank J. Amedia President, Chief Executive August 3, 1998
- ------------------- Officer and Director
Frank J. Amedia (Principal Executive Officer)
/s/ John J. Cafaro Director August 3, 1998
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John J. Cafaro
/s/ Joseph Dominijanni Treasurer and Director August 3, 1998
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Joseph Dominijanni
/s/ W.R. Jackson, Jr. Director August 3, 1998
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W.R. Jackson, Jr.
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Signature Title Date
- --------- ----- ----
/s/ Richard L. Kovach Vice President and Chief August 3, 1998
- ----------------------- Financial Officer (Principal
Richard L. Kovach Financial Officer)
/s/ John Masternick Director August 3, 1998
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John Masternick
/s/ Joseph Lawyer Director August 3, 1998
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Joseph Lawyer
/s/ Charles E. Trebilcock Director August 3, 1998
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Charles E. Trebilcock
/s/ Lawrence O'Dowd Director August 3, 1998
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Lawrence O'Dowd
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
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4.1 1996 Stock Option Plan *
5 Opinion rendered by Squire, Sanders & *
Dempsey L.L.P., counsel for the Registrant
(including consent)
23.1 Consent of Counsel See Exhibit 5
23.2 Consent of BDO Seidman, LLP *
23.3 Consent of Semple & Cooper, P.L.C. *
24 Powers of Attorney See Signature Page
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* Filed herewith
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