UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Drew Industries Incorporated
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3250533
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 Mamaroneck Avenue, White Plains, New York 10601
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Drew Industries Incorporated Stock Option Plan,
Amended and Restated June 1, 1999
- --------------------------------------------------------------------------------
(Full title of plan)
Leigh J. Abrams, President, Drew Industries Incorporated
200 Mamaroneck Avenue, White Plains, New York 10601
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(914) 428-9098
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Amount of
Title of Securities Amount to be Offering Price Per Maximum Registration
to be Registered Registered Share (1) (2) Aggregate Offering Fee (1) (2)
Price (1)
- ----------------------- ------------------- --------------------------- ------------------------ ---------------------
Common Stock
$.01 par Value 900,000 shares $7.5625 $6,806,250 $1,796.85
- ----------------------- ------------------- --------------------------- ------------------------ ---------------------
Notes:
1. Used only for purpose of calculating the amount of the registration
fee.
2. Calculated pursuant to Rule 457(c) upon the closing prices reported on
the American Stock Exchange(R) for May 11, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents heretofore filed by Drew Industries Incorporated
("Drew" or the "Company") with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
are hereby incorporated by reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1999.
(ii) Form 10-Q for the quarter ended March 31, 2000
All documents subsequently filed with the Commission by Drew, pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Act, prior to the termination of the
offering of Drew common stock hereunder, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities
Subject to the provisions of the Company's Restated Certificate of
Incorporation, as amended, holders of the Company's common stock, $.01 par value
(the "Common Stock"), are entitled to one vote per share for the election of
Directors of the Company and on all other matters submitted to stockholders.
Holders of Common Stock will be entitled to share ratably in the assets of
the Company legally available for distribution to common stockholders in the
event of liquidation, dissolution or winding up. Holders of Common Stock will
have no preemptive, subscription, redemption or conversion rights.
Amendments to the Company's Restated Certificate of Incorporation as well
as mergers, consolidations, dissolutions and dispositions of all or
substantially all of the Company's assets, will require the approval of the
holders of a majority of the outstanding Common Stock of the Company entitled to
vote thereon.
Any action required or permitted to be taken by stockholders may be taken
without a meeting and without a stockholders vote if such action is taken by a
written consent setting forth the action to be taken by the holders of shares of
outstanding stock having the requisite number of votes that would be necessary
to authorize such action at a meeting of stockholders.
- 2 -
The Company's By-Laws provide that special meetings of stockholders may be
called by the Board of Directors or by the President of the Company or by a
majority of the stockholders entitled to vote at such meeting.
Item 5. Interests of Named Experts and Counsel
Certain matters with respect to the validity of the Company's Common Stock
to be issued pursuant to the Drew Industries Incorporated Stock Option Plan are
being passed upon for the Company by Gilbert, Segall and Young LLP, New York,
New York. Harvey F. Milman, Esq., a member of said firm, is an Assistant
Secretary of the Company and beneficially owns 32,200 shares of the Common
Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers a domestic
corporation to indemnify any of its officers, directors, employees or agents
against expenses, including reasonable attorney's fees, judgments, fines and
amounts paid in settlement which were actually and reasonably incurred by such
person in connection with any action, suit or similar proceeding brought against
them because of their status as officers, directors, employees or agents of the
Company if such person acted in good faith and in a manner such person
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 the subject conduct was unlawful. If the claim was
brought against any such person by or in the right of the Company, the Company
may indemnify such person for such expenses if such person acted in good faith
and in a manner reasonably believed by such person to be in or not opposed to
the best interests of the Company, except no indemnity shall be paid if such
person shall be adjudged to be liable for negligence or misconduct unless a
court of competent jurisdiction, upon application, nevertheless permits such
indemnity (to all or part of such expenses) in view of all the circumstances.
The Company's Restated Certificate of Incorporation provides that the
Company may indemnify its officers, directors, employees or agents to the full
extent permitted by Section 145 of the Delaware General Corporation Law.
Accordingly, no director of the Company is 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 Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
- 3 -
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling Drew
pursuant to the foregoing provisions, Drew has been informed 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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Consultants and Advisors
Not applicable.
Item 9. Exhibits
An Exhibit Index, listing all exhibits filed with this Registration
Statement, appears on page 8.
Item 10. Undertakings
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, as amended;
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in
- 4 -
periodic reports filed by the Company 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; and
(4) for purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to section 13(a) or
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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
- 5 -
SIGNATURES
Pursuant to 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 cause this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of White Plain, State of New York on May 17, 2000.
DREW INDUSTRIES INCORPORATED
By: /s/ Leigh J. Abrams
-----------------------------
(Leigh J. Abrams, President)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Drew Industries Incorporated and each
of its undersigned officers and directors hereby constitutes and appoints each
of Leigh J. Abrams and Harvey J. Kaplan its/his true and lawful attorney-in-fact
and agent with full power of (substitution and resubstitution for it/him and in
its/his name, place and stead, in any and all capacities, to sign all or any
amendments (including post-effective amendments) of and supplements to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each such attorney-in-fact and agent 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, to all intents and purposes and
as fully as said corporation itself and each said officer or director might or
could do in person, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
- 6 -
Signature and Title Date
- ------------------- ----
By /s/ Leigh J. Abrams May 17, 2000
- --------------------------------------------
Leigh J. Abrams, Director, President
and Chief Executive Officer
(Principal Executive Officer)
By /s/ Harvey J. Kaplan May 17, 2000
- --------------------------------------------
Harvey J. Kaplan, Secretary and Treasurer
By /s/ Fredric M. Zinn May 17, 2000
- --------------------------------------------
Fredric M. Zinn, Chief Financial
Officer (Principal Financial and Accounting Officer)
By /s/ John F. Cupak May 17, 2000
- --------------------------------------------
John F. Cupak, Controller
By /s/ Edward W. Rose, III May 17, 2000
- --------------------------------------------
Edward W. Rose, III Director
By /s/ David L. Webster May 17, 2000
- --------------------------------------------
David L. Webster, Director
By /s/ L. Douglas Lippert May 17, 2000
- --------------------------------------------
L. Douglas Lippert, Director
By /s/ James F. Gero May 17, 2000
- --------------------------------------------
James F. Gero, Director
By /s/ Gene H. Bishop May 17, 2000
- --------------------------------------------
Gene H. Bishop, Director
By /s/ J. Thomas Schieffer May 17, 2000
- --------------------------------------------
J. Thomas Schieffer, Director
- 7 -
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- --------------
4 (i) Restated Certificate of Incorporation of the
Company - incorporated by reference to Exhibit III
to the Proxy Statement-Prospectus constituting
Part I of the Drew National Corporation and Drew
Industries Incorporated Registration Statement on
Form S-14 (File No. 2-94693).
(ii) Bylaws of the Company - incorporated by reference
to Exhibit 3.2 to Annual Report of the Company on
Form 10-K for the fiscal year ended August 31, 1985
(File NO. 0-13646).
(iii) Drew Industries Incorporated Stock Option Plan -
incorporated by reference to Exhibit A to the Proxy
Statement of the Company dated May 10, 1995 (File No.
0-13646).
(iv) Amendments to Drew Industries Incorporated Stock
Option Plan - incorporated by reference to Exhibit A
to the Proxy Statement of the Company dated April 10,
1997 (File No. 0-13646).
(v) Amendment to Drew Industries Incorporated Stock
Option Plan - incorporated by reference to
Exhibit A to the Proxy Statement of the Company
dated April 20, 1999 (File No. 0-13646).
5. Opinion of Gilbert, Segall and Young LLP.
24 (i) Consent of KPMG LLP.
(ii) Consent of Gilbert, Segall and Young LLP - included
in their opinion filed as Exhibit 5.
25 Power of Attorney - included in signature page.
- --------------------------------------------------------------------------------
- 8 -