As filed with the Securities and Exchange Commission on September 23, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________
NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in charter)
OREGON 93-0557988
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
________________________
12005 N. BURGARD, PORTLAND, OREGON 97203
(503) 285-1400
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
________________________
NORTHWEST PIPE COMPANY
1995 STOCK INCENTIVE PLAN
________________________
BRIAN W. DUNHAM
PRESIDENT AND CHIEF OPERATING OFFICER
NORTHWEST PIPE COMPANY
12005 N. BURGARD, PORTLAND, OREGON 97203
(503) 285-1400
(Name, address, including zip code and telephone number,
including area code, of agent for service)
________________________
with copies to:
GREGORY E. STRUXNESS, ESQ.
ATER WYNNE LLP
222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
(503) 226-1191
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered Price per Share (1) Aggregate Offering Price (1) Registration Fee
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Common Stock, par
value $.01 per share 200,000 shares $19.00 $3,800,000 $1,121
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(1) Estimated solely for the purpose of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed in accordance with the provisions of
General Instruction E to Form S-8 for the purpose of registering additional
shares of common stock for offer and sale under the Northwest Pipe Company
1995 Stock Incentive Plan, for which a registration statement on Form S-8
(File No. 333-20167) is already effective. Except to the extent that exhibits
are filed herewith the contents of Northwest Pipe Company's registration
statement on Form S-8 (File No. 333-20167) are hereby incorporated by
reference.
ITEM 8. EXHIBITS
Number Description
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5.1 Opinion of Ater Wynne LLP as to the legality of the securities being
registered
23.1 Consent of Ater Wynne LLP (included in legal opinion filed as
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included in signature page in Part II of the
Registration Statement)
99.1 Northwest Pipe Company Amended 1995 Stock Incentive Plan
ITEM 9. UNDERTAKINGS
a. The undersigned registrant hereby undertakes 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 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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or
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Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
b. The undersigned registrant hereby undertakes that, for the
purpose of determining 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.
c. The undersigned registrant hereby undertakes 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.
d. 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 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.
e. 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 a director, officer or controlling person in
connection with 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.
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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 Portland, State of Oregon, on the
22nd day of September, 1998.
NORTHWEST PIPE COMPANY
By: /s/ Brian W. Dunham
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Brian W. Dunham
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William R. Tagmyer and Brian W. Dunham and each
of them singly, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign the registration statement filed
herewith and any or all amendments to said registration statement (including
post-effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission granting unto said 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 foregoing, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agent or any of
them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Witness our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE TITLE DATE
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/s/ William R. Tagmyer Chairman and Chief Executive Officer
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William R. Tagmyer (Principal Executive Officer) 9/22/98
/s/ Brian W. Dunham President, Chief Operating Officer
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Brian W. Dunham and Director 9/22/98
/s/ John D. Murakami Vice President and Chief Financial
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John D. Murakami Officer (Principal Financial and
Accounting Officer) 9/22/98
/s/ Warren K. Kearns Director 9/22/98
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Warren K. Kearns
/s/ Wayne B. Kingsley Director 9/22/98
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Wayne B. Kingsley
/s/ Vern B. Ryles Director 9/22/98
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Vern B. Ryles
/s/ Neil R. Thornton Director 9/22/98
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Neil R. Thornton
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INDEX TO EXHIBITS
Exhibit Page
Number Exhibit No.
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5.1 Opinion of Ater Wynne LLP as to the legality of the securities being
registered
23.1 Consent of Ater Wynne LLP (included in legal opinion filed as
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included in signature page in Part II of the
Registration Statement)
99.1 Northwest Pipe Company Amended 1995 Stock Incentive Plan