As filed with the Securities and Exchange Commission on May 13, 2002.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FASTENAL COMPANY
(Exact name of the Registrant as specified in is charter)
Minnesota 41-0948415
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Theurer Boulevard
Winona, Minnesota 55987-1500
(507) 454-5374
(Address and telephone number of the Registrant's
principal executive offices)
Stephen M. Slaggie
Secretary
Fastenal Company
2001 Theurer Boulevard
Winona, Minnesota 55987-1500
(507) 454-5374
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
copy to:
Jennifer Mewaldt
Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
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Approximate date of commencement of proposed sale to the public: July 1, 2002.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, check the following box and
list the Securities Act registration statement number of 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE PRICE (1) FEE
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Common Stock, $.01 par value 2,430,360 $(2) $72,752,400(2) $6,694
Shares
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(1) Calculated pursuant to Rule 457(h)(1).
(2) The shares being registered hereby are subject to, and will be sold upon the
exercise of, nonstatutory employee stock options granted by the selling
stockholder to certain of the Registrant's employees, consisting of options to
acquire an aggregate of 1,641,360 shares at an exercise price of $27.50 per
share and options to acquire an aggregate of 789,000 shares at an exercise price
of $35 per share. The aggregate offering price for the shares purchasable at
$27.50 per share is $45,137,400. The aggregate offering price for the shares
purchasable at $35 per share is $27,615,000.
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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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SEEKING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
===============================================================================
Subject to completion. Dated May 13, 2002.
PROSPECTUS
2,430,360 SHARES
FASTENAL COMPANY
COMMON STOCK
--------------------------------
This prospectus relates to shares of our common stock that may be sold by
the selling stockholder named under "Selling Stockholder" below upon the
exercise of non-qualified stock options which have been granted to our employees
under a personal stock option plan adopted by our founder and chief executive
officer. These consist of options to acquire an aggregate of 1,641,360 shares of
our common stock at an exercise price of $27.50 per share, and options to
acquire an aggregate of 789,000 shares of our common stock at an exercise price
of $35 per share. Assuming that all of the options are exercised, the selling
stockholder will receive an aggregate of $72,752,400 in net proceeds, which is
the total exercise price of the options. These shares are not being offered
through underwriters, and we will not receive any of the proceeds from the sale
of these shares.
Our common stock is traded on the Nasdaq National Market under the symbol
"FAST." Our executive offices are located at 2001 Theurer Boulevard, Winona,
Minnesota 55987-1500; our telephone number is (507) 454-5374; and our Web site
is located at http://www.fastenal.com. Information contained in our Web site is
not part of this prospectus.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR FACTORS YOU SHOULD CONSIDER
BEFORE BUYING SHARES OF OUR COMMON STOCK.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is ___________, 2002
FASTENAL COMPANY
We began as a partnership in 1967, and were incorporated under the laws of
the State of Minnesota in 1968.
We sell industrial and construction supplies through our stores located in
cities throughout the United States and in Puerto Rico, Canada, Mexico and
Singapore. Most of our customers are in the construction and manufacturing
markets.
We have grouped the industrial and construction supplies sold by us into
eleven product lines. Our original product line, which we began offering in
1967, was the Fastenal(R) product line. This product line consists of threaded
fasteners, such as bolts, nuts, screws, studs and related washers, and
miscellaneous supplies. Threaded fasteners accounted for approximately 49%, 51%
and 51% of our consolidated net sales in 2001, 2000 and 1999. During the last
nine years we added ten additional product lines. Each of these product lines,
and the year it was introduced, are described below:
PRODUCT LINE YEAR INTRODUCED
--------------------------- ---------------
Tools 1993
Cutting Tools 1996
Hydraulics & Pneumatics 1996
Material Handling 1996
Janitorial Supplies 1996
Electrical Supplies 1997
Welding Supplies 1997
Safety Supplies 1999
Raw Materials 2001
Retail Packaged Products 2001
RISK FACTORS
You should consider carefully the following risks before you decide to buy
our common stock. The risks and uncertainties described below are not the only
ones facing us. Additional risks and uncertainties also may impair our business
operations. If any of the following risks actually occurs, our business,
financial condition and results of operations may suffer. In that case, the
trading price of our common stock could decline, and you may lose all or part of
the money paid to buy our common stock.
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY.
The industrial and construction supply industry is a large, fragmented
industry that is highly competitive. We face competition from traditional
channels of supply such as retail outlets, small dealerships, and regional or
national distributors utilizing direct sales forces, from manufacturers of
industrial and construction supplies, from large warehouse stores and from
direct mail distributors. As discussed below, we believe that sales of
industrial and construction supplies will become more concentrated over the next
few years, which may make the industry even more competitive. Other industrial
and construction suppliers offer a greater variety of products than we offer and
have financial and other resources similar to ours, which may provide those
suppliers with a competitive advantage over us.
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OUR INDUSTRY IS CONSOLIDATING WHICH COULD CAUSE IT TO BECOME MORE COMPETITIVE.
The business of selling industrial and construction supplies in North
America is currently undergoing consolidation, which could cause the industry to
become more competitive. This consolidation is being driven by customer needs
and supplier capabilities.
Traditional industrial and construction suppliers are attempting to
consolidate the market through internal expansion, through acquisition or merger
with other industrial and construction suppliers, or through a combination of
both. This consolidation allows suppliers to improve efficiency and spread fixed
costs over a greater number of sales.
Customers are increasingly aware of the total costs of fulfillment, and of
their need to have consistent sources of supply at multiple locations.
Consistent sources of supply provide not just reliable product quantities, but
also consistent pricing, quality, services and engineering capabilities. We
believe these customer needs could result in fewer suppliers, each being larger
and capable of being a consistent source of supply.
The trend of our industry toward consolidation could make it more difficult
for us to maintain our operating margins. There can be no assurance that we will
be able to take advantage of the trend or that we can do so effectively or
profitably.
CHANGES IN OUR CUSTOMER AND PRODUCT MIX COULD CAUSE OUR GROSS MARGIN PERCENTAGE
TO DECLINE.
We have seen changes in our customer mix and in our product mix since our
formation. Changes in our customer mix have resulted from geographic expansion,
daily selling activities within current geographic markets, and targeted selling
activities to new customer segments. Changes in our product mix have resulted
from marketing activities to existing customers and needs communicated to us
from existing and prospective customers. These changes have caused our gross
margin percentage to decline over the last several years and could cause our
gross margin percentage to continue to decline in the future.
WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH.
Growth in our sales has placed increasing demands on our management
resources. Our sales have grown from $63.0 million in 1991 to $818.3 million in
2001. The rate of growth has slowed somewhat in the last several years. In the
recession environment of 2001, net sales grew by $62.7 million, or 8.3%, over
net sales of $755.6 million in 2000. For the three months ended March 31, 2002,
net sales increased by $11.2 million, or 5.5%, over net sales of $203.4 million
for the three months ended March 31, 2001. While there can be no assurance that
our historical growth rates will continue in the future, our success will be, in
part, dependent on our ability to continue to manage internal growth
effectively.
DISRUPTIONS OF OUR INFORMATION SYSTEMS COULD ADVERSELY AFFECT US.
We believe that our computer software programs are an integral part of our
business and growth strategies. We depend upon our information systems to help
process orders, to manage inventory and accounts receivable collections, to
purchase, sell and ship products efficiently and on a timely basis, to maintain
cost-effective operations, and to help provide superior service to our
customers. Any disruption in the operation of our information systems could have
a material adverse effect on our business, financial condition and results of
operations.
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WE ARE DEPENDENT ON KEY PERSONNEL.
Our success depends largely on the efforts and abilities of key management
employees, in particular Robert A. Kierlin, our chief executive officer, Willard
D. Oberton, our president, and, to a lesser extent, other members of our
management team, including the leaders of our regional business units. The loss
of the services of one or more of these individuals could have a material
adverse effect on our business, financial condition and results of operations.
We do not maintain any key-man insurance policies with respect to any of our
executive officers or other members of our management team.
OUR FOUNDERS EXERCISE SIGNIFICANT INFLUENCE OVER US.
Our chief executive officer and our other four founders together
beneficially own approximately 22.44% of the currently outstanding shares of our
common stock. If all of the options are exercised, their aggregate beneficial
ownership would be reduced to approximately 19.23%. Regardless of whether all of
the options are exercised, these stockholders will be, as a result of their
beneficial ownership, in a position to influence the election of our directors
and to influence the outcome of any matter submitted to a vote of our
stockholders for approval. Each of the founders is a member of our board of
directors.
OUR COMMON STOCK PRICE MAY BE VOLATILE.
We believe factors such as fluctuations in our operating results or the
operating results of our competitors, changes in economic conditions in the
manufacturing industry, which is our main customer base, and changes in general
market conditions, could cause the market price of our common stock to fluctuate
substantially. In addition, sales of a substantial number of shares of our
common stock in the public market, whether by purchasers in this offering or
other stockholders, could adversely affect the prevailing market price of our
common stock. The sale of shares in this offering will not change the number of
shares of our common stock outstanding.
------------------------------
This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about our business and our
industry. These forward-looking statements involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of a number of factors, as more fully
described above and elsewhere in this prospectus. We undertake no obligation to
update publicly any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future.
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SELLING STOCKHOLDER
The following table shows the number of outstanding shares of our common
stock beneficially owned by the selling stockholder on May 13, 2002. The table
also shows the maximum number of shares proposed to be sold by the selling
stockholder and the number of shares he will own after the sales. There were
75,877,376 shares of our common stock outstanding on May 13, 2002, and the
percentages shown in the table are based on that number.
SHARES OWNED SHARES OWNED
PRIOR TO OFFERING AFTER OFFERING (1)
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PERCENT OF SHARES PERCENT OF
NAME NUMBER OUTSTANDING OFFERED NUMBER OUTSTANDING
- ----------------- --------- ----------- --------- --------- -----------
Robert A. Kierlin 7,806,072 10.29% 2,430,360 5,375,712 7.08%
(1) Assumes sale of all shares of the selling stockholder being offered.
The selling stockholder is a member of our board of directors, our chief
executive officer, and the beneficial owner of more than 5% of our outstanding
shares of common stock.
PLAN OF DISTRIBUTION
AND DESCRIPTION OF OPTIONS
The shares being offered are subject to non-statutory stock options granted
to our employees, and will be sold by the selling stockholder to the holders of
those options upon the exercise of the options. This prospectus is being
delivered to you as a holder of one or more of the options to provide you with
information that may be important in deciding whether to exercise your options.
GRANT OF OPTIONS.
The options were granted under and are governed by a plan adopted effective
January 3, 2000 by our founder and chief executive officer, Robert A. Kierlin,
entitled the "Robert A. Kierlin Stock Option Plan". The plan was amended
effective January 1, 2002 with respect to options granted after that date.
GENERAL INFORMATION ABOUT THE PLAN.
You have received a copy of the plan and one or more option certificates.
The plan and your option certificates together contain your rights and
obligations as the recipient of one or more options granted under the plan. We
suggest that you read the plan and your option certificates carefully, if you
have not already done so. This section summarizes the material features of the
plan and your options, and includes additional information regarding your
options.
The purpose of the plan is to motivate our employees to produce a superior
return for our stockholders by facilitating their ownership of our common stock
and by rewarding them for achieving a high level of company financial
performance. The plan is also intended to facilitate retaining employees by
providing an attractive capital accumulation opportunity. Since the shares to be
issued upon exercise of the options are existing shares held by Mr. Kierlin, the
exercise of the options will not dilute our outstanding common stock.
Mr. Kierlin may suspend, terminate or amend the plan at any time. No
suspension, termination or amendment of the plan effected after the grant of any
of your options may impair your rights and obligations
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related to those options without your consent. However, if you hold options
granted in 2002, your consent in respect of those options, but not in respect of
any options granted before 2002, to any suspension, termination or amendment of
the plan or of those options shall be considered to have been given if you fail
to object in writing within 15 days after written notice of the suspension,
termination or amendment has been given to you in person or by certified mail.
Unless the plan is terminated earlier by Mr. Kierlin, the plan will remain in
effect until all available options have been granted and all granted options
have expired.
The Employee Retirement Income Security Act of 1974 does not apply to the
plan, and the plan is not a "qualified plan" under Section 401(a) of the
Internal Revenue Code of 1986.
The plan is administered by our board of directors. The board has the
authority to perform administrative and ministerial duties related to the plan,
including construing and interpreting the provisions of the plan.
ELIGIBILITY.
Mr. Kierlin has the sole right to establish criteria for participation of
employees in the plan, to grant options under the plan, and to specify the
number of shares covered by each option.
EXERCISE AND EXPIRATION OF OPTIONS.
The plan provides for the grant of options on the first business day of
each year, beginning January 3, 2000. Each option granted under the plan in
January 2000 or January 2001 that has not previously expired or terminated will
expire on the last day of December in the second calendar year after the year in
which the option was granted. Each option granted under the plan in January 2002
that has not previously expired or terminated will expire on the last day of
November in the second calendar year after the year in which the option was
granted, except that if the market on which our common stock is listed and
traded is closed on that date, then the option, to the extent not previously
expired or terminated, will expire on the next day on which the market is not
closed. For example, unless the option has expired or terminated early as
described below, if you hold an option granted in January 2000, the option will
expire on December 31, 2002, and if you hold an option granted in January 2002,
the option will expire, assuming the market is open, on November 30, 2004. The
expiration described above is referred to in this prospectus as the normal
expiration of an option.
Except as provided below, each of your options will be exercisable during
the six-month period ending on the date of normal expiration of the option. For
example, if you hold an option granted in January 2000, the exercise period will
begin on July 1, 2002 and end on December 31, 2002, and if you hold an option
granted in January 2002, the exercise period will begin on June 1, 2004 and end,
assuming the market is open, on November 30, 2004.
If you cease to be employed by us or one of our subsidiaries, other than as
a result of your death, before the date any of your options first becomes
exercisable, the option will expire at the time your employment is terminated.
If you cease to be employed by us or one of our subsidiaries, other than as a
result of your death, on or after the date any of your options first becomes
exercisable, the option will expire on the earlier of 90 days after the date of
termination of your employment or the date of normal expiration of the option.
If you die while in our employ or the employ of one of our subsidiaries,
each of your options will be exercisable by the legal representative of your
estate or by your heirs during the same period as the option could have been
exercised by you had you lived and remained employed by us or one of our
subsidiaries. For example, if you hold an option granted in January 2002, and
you die in February 2003 while in our employ or the employ of one of our
subsidiaries, your option will be exercisable by the legal
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representative of your estate or by your heirs during the six-month period
beginning on June 1, 2004 and ending, assuming the market is open, on November
30, 2004.
Before its amendment effective January 1, 2002, the plan provided that the
exercise price of any option granted under the plan was to be the greater of $55
per share or the fair market value of a share of our common stock on the date of
grant. The $55 amount was selected by Mr. Kierlin as the minimum value he needed
to receive in respect of the shares covered by the plan in order to fund his
anticipated charitable giving. As amended, the plan currently provides that the
exercise price of any option granted under the plan will be determined by Mr.
Kierlin at the time of the grant, provided that the exercise price cannot be
less than the fair market value of a share of our common stock on the most
recent trading day preceding the date of grant. The exercise price is payable by
check. If you hold an option granted in January 2000 or January 2001, the
exercise price of your option was $55 per share at the time of grant, and was
subsequently adjusted to $27.50 per share to reflect the two-for-one split of
our common stock effected on May 10, 2002. If you hold an option granted in
January 2002, the exercise price of your option was $70 per share at the time of
grant, and was subsequently adjusted to $35 per share to reflect the split. The
$70 amount was selected by Mr. Kierlin as a round number that approximated the
prevailing market price of shares of our common stock at the time the 2002
options were granted.
STOCK SPLITS, DISSOLUTIONS, MERGERS AND SIMILAR EVENTS.
The kind and number of shares covered by your options, and the per share
exercise price of your options, will be adjusted to maintain your interests, to
the extent practicable, upon any stock split, stock combination, stock dividend
or similar change affecting our shares of common stock, and in the event of
certain mergers or similar transactions involving the company. In addition, Mr.
Kierlin is permitted to terminate each of the options upon 30 days notice in the
event of our dissolution or liquidation, or in connection with certain mergers
or similar transactions involving the company. In the event notice of
termination is given and any of your options has not previously expired, you
will have the right for 30 days after the notice to exercise the option,
regardless of whether the option would otherwise be exercisable at that time.
CONDITIONS TO EXERCISE OF OPTIONS.
At the discretion of the plan administrator, no exercise of your options
shall be effective unless you have paid all withholding taxes arising out of
that exercise and unless all applicable securities listing, registration and
qualification requirements have been complied with and all necessary consents
and approvals of regulatory bodies have been obtained.
FEDERAL TAX CONSIDERATIONS.
We have summarized in this section the material United States federal
income tax consequences that may result from the grant of options under the plan
and the exercise of those options. Because this is only a summary, there may be
items you regard as material that are not discussed. In addition, the tax laws
and judicial and administrative interpretations of the tax laws could changed in
the future. You may also incur foreign, state, or local tax consequences that
are not discussed in this summary. THEREFORE, YOU ARE ENCOURAGED TO REVIEW WITH
YOUR OWN TAX ADVISER THE TAX STATUS OF YOUR OPTION GRANT. YOU ARE ALSO
ENCOURAGED TO CONSULT YOUR TAX ADVISER BEFORE EXERCISING YOUR OPTION REGARDING
THE TAX CONSEQUENCES OF THE PROPOSED EXERCISE.
All of the options granted under the plan are non-statutory stock options.
You realized no taxable income, and we were not entitled to any related
deduction, when you were granted your options. When you exercise any of your
options, you will realize ordinary income, and we will be entitled to a related
deduction,
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equal to the excess of the fair market value on the date of exercise of the
shares you receive over the exercise price paid for those shares. Upon
disposition by you of the shares, any additional gain or loss you realize will
be taxed to you as a capital gain or loss.
RESTRICTIONS ON TRANSFER OF OPTIONS.
Your options are not transferable other than by will or by the laws of
descent and distribution and may not be pledged by you to secure debt. In
addition, your options will be exercisable, during your lifetime, only by you.
RESALE CONSIDERATIONS.
Shares acquired by you upon exercise of your options may be resold without
further registration under the Securities Act of 1933, if you are not an
"affiliate" of Fastenal as defined in Rule 405 under the Securities Act of 1933.
Generally, if you are an affiliate of Fastenal, you may resell the shares
acquired upon exercise of your options only as follows:
o in compliance with Rule 144 under the Securities Act of 1933;
o under an applicable exemption to the registration requirements of the
Securities Act of 1933; or
o in connection with an effective registration statement under the
Securities Act of 1933.
If you are one of our directors or executive officers, you must also comply
with the reporting and holding requirements of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations of the Securities and
Exchange Commission under that statute.
EXPENSES OF THE OFFERING.
We expect the expenses in connection with the sale and distribution of the
shares being offered to be approximately $21,000. We will bear all of the
expenses, including the fees and disbursements of the selling stockholder's
legal counsel and accountants and any transfer taxes, and none of the expenses
will be borne by the selling stockholder.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
In addition, you may obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. For further information on the operation of the SEC's
Public Reference Room, you may call the SEC at 1-800-SEC-0330. Our SEC filings
are also available at the office of the National Association of Securities
Dealers, Inc. For more information on obtaining copies of our public filings at
the National Association of Securities Dealers, Inc., you may write to National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we file subsequently
with the SEC will automatically update this prospectus. We incorporate by
reference the
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documents listed below and any filings we make with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the
initial filing of the registration statement that contains this prospectus and
before the time that all the shares of common stock offered by this prospectus
are sold:
o Annual Report on Form 10-K for the year ended December 31, 2001
(including information specifically incorporated by reference into our
Form 10-K from our 2001 Annual Report to Shareholders and our Notice
and Proxy Statement for our 2002 Annual Meeting of Shareholders);
o Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;
and
o the description of our common stock contained in the registration
statement on Form 8-A dated August 12, 1987, and any amendment or
reports filed to update that description after the date of this
prospectus.
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing)
at no cost, by writing to or telephoning us at the following address:
Mr. Stephen M. Slaggie
Secretary
Fastenal Company
2001 Theurer Boulevard
Winona, Minnesota 55987-1500
(507) 454-5374
You should rely only on the information incorporated by reference or
presented in this prospectus. We have not authorized anyone else to provide you
with different information. We are only offering these securities in states
where the offer is permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover page of
this prospectus.
LEGAL OPINIONS
Faegre & Benson LLP, 2200 Wells Fargo Center, 90 South Seventh Street,
Minneapolis, Minnesota 55402-3901, will pass upon the validity of the shares of
common stock offered by this prospectus.
EXPERTS
Our consolidated financial statements as of December 31, 2001 and 2000, and
for each of the years in the three-year period ended December 31, 2001, have
been incorporated by reference in this prospectus and in the registration
statement that contains this prospectus in reliance upon the report of KPMG LLP,
independent accountants, incorporated by reference, and upon the authority of
that firm as experts in accounting and auditing. The audit report covering the
December 31, 2001 financial statements refers to the adoption of Statement of
Financial Accounting Standards No. 141, Business Combinations, on July 1, 2001.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the distribution of the shares of common stock
being registered hereunder are estimated below.
SEC registration fee ........................ $ 6,694
Printing and distribution of prospectus ..... 2,000
Legal services and expenses ................. 7,000
Accounting services and expenses ............ 3,000
Miscellaneous ............................... 2,000
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Total ....................................... $20,694
Except for the SEC registration fee, all of the foregoing expenses have
been estimated. The Registrant will bear all of the expenses in connection with
the distribution of the shares of common stock being registered, including the
fees and disbursements of the selling stockholder's legal counsel and accountant
and any transfer taxes, and none of such expenses will be borne by the selling
stockholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is subject to the Minnesota Business Corporation Act (the
"Corporation Act"). Section 302A.521 of the Corporation Act provides that,
unless prohibited by its articles of incorporation or bylaws, a corporation must
indemnify an officer or director who is made or threatened to be made a party to
a proceeding by reason of such person's present or former official capacity
against judgments, penalties, fines, settlements and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if certain criteria are met. These criteria, all
of which must be met by the person seeking indemnification, are (a) that such
person has not been indemnified by another organization or employee benefit plan
for the same judgments, penalties, fines, settlements and expenses; (b) that
such person acted in good faith; (c) that no improper personal benefit was
obtained by such person and such person satisfied certain statutory conflicts of
interest provisions, if applicable; (d) that, in the case of a criminal
proceeding, such person had no reasonable cause to believe that the conduct was
unlawful; and (e) that such person acted in a manner he reasonably believed was
in the best interests of the corporation or, in the case of conduct while
serving as a director, officer, partner, trustee, employee or agent of another
organization or employee benefit plan, not opposed to the best interests of the
corporation. Section 302A.521 of the Corporation Act also provides that, unless
prohibited by the corporation's articles of incorporation or bylaws, if a
director or officer is made or threatened to be made a party to a proceeding,
such person is entitled to payment or reimbursement by the corporation of
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in advance of the final disposition of the proceeding (x) upon
receipt by the corporation of a written affirmation by such person of a good
faith belief that the criteria for indemnification have been satisfied and a
written undertaking by such person to repay all amounts so paid or reimbursed if
it is ultimately determined that the criteria for indemnification have not been
satisfied; and (y) after a determination that the facts then known would not
preclude indemnification. The determination as to eligibility for
indemnification and advancement of expenses is required to be made by the
members of the corporation's board of directors or a committee of the board who
are at the time not parties to the proceeding under consideration, by special
legal counsel, by the shareholders who are not parties to the proceeding, or by
a court.
II-1
Article VI, Section 1 of the Registrant's Restated Bylaws requires the
Registrant to provide indemnification and advancement of expenses, including
witness reimbursements, to any director or officer of the Registrant made or
threatened to be made a party to a proceeding, or appearing as a witness in a
proceeding, by reason of the former or present official capacity of the person,
in such manner, under such circumstances, and to such extent as is required or
permitted by Section 302A.521 of the Corporation Act or by other provisions of
law.
Article VIII of the Registrant's Restated Articles of Incorporation
eliminates the personal liability of the directors of the Registrant to the
Registrant and its shareholders for monetary damages for breach of fiduciary
duty, other than liability of a director (a) for breach of the director's duty
of loyalty to the Registrant or its shareholders; (b) for acts or omissions not
in good faith that involve intentional misconduct or a knowing violation of law;
(c) under Section 302.559 (liability for illegal distributions to shareholders)
or 80A.23 (liability for violations of the anti-fraud or registration provisions
of state securities laws) of the Minnesota Statutes; (d) for any transaction
from which the director derived an improper personal benefit; or (e) for any act
or omission occurring prior to the effective date of Article VIII (June 3,
1987).
ITEM 16. EXHIBITS
Exhibit
Number
- -------
4.1 Restated Articles of Incorporation of the Registrant (1)
4.2 Articles of Amendment to Restated Articles of Incorporation of the
Registrant effective May 10, 2002
4.3 Restated Bylaws of the Registrant (2)
5 Opinion of Faegre & Benson LLP
23.1 Consent of KPMG LLP
23.2 Consent of Faegre & Benson LLP (included in Exhibit 5)
24 Powers of Attorney of directors and officers of the Registrant
(included with signatures to this Registration Statement)
99.1 Robert A. Kierlin Stock Option Plan
99.2 Amendment No. 1 to Robert A. Kierlin Stock Option Plan
- ------------------------------
(1) Incorporated by reference to Exhibit No. 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1993 (File No. 0-16125).
(2) Incorporated by reference to Exhibit No. 3.2 of the Registrant's
Registration Statement on Form S-1 (Registration No. 33-14923).
ITEM 17. 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, (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, and (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,
II-2
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 periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or 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.
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 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
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 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winona, State of Minnesota, on May 13, 2002.
FASTENAL COMPANY
(Registrant)
By /s/ Robert A. Kierlin
-----------------------------------
Robert A. Kierlin
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Robert A. Kierlin and Stephen M.
Slaggie, and each of them (with full power to act alone), as attorneys and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons,
representing a majority of the Board of Directors of the Registrant, in the
capacities and on the dates indicated.
NAME TITLE DATE
- --------------------------------------- --------------------------------------- ------------------------------
/s/ Robert A. Kierlin
- --------------------------------------- Chief Executive Officer (Principal May 13, 2002
Robert A. Kierlin Executive Officer) and Director
/s/ Daniel L. Florness
- --------------------------------------- Treasurer and Chief Financial May 13, 2002
Daniel L. Florness Officer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Stephen M. Slaggie
- --------------------------------------- Director May 13, 2002
Stephen M. Slaggie
/s/ Michael M. Gostomski
- --------------------------------------- Director May 13, 2002
Michael M. Gostomski
II-4
/s/ Henry K. McConnon
- --------------------------------------- Director May 13, 2002
Henry K. McConnon
/s/ John D. Remick
- --------------------------------------- Director May 13, 2002
John D. Remick
/s/ Robert A. Hansen
- --------------------------------------- Director May 13, 2002
Robert A. Hansen
/s/ Willard D. Oberton
- --------------------------------------- Director May 13, 2002
Willard D. Oberton
/s/ Michael J. Dolan
- --------------------------------------- Director May 13, 2002
Michael J. Dolan
/s/ Reyne K. Wisecup
- --------------------------------------- Director May 13, 2002
Reyne K. Wisecup
II-5
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- --------------------
4.1 Restated Articles of Incorporation of the Registrant(1) INCORPORATED
BY REFERENCE
4.2 Articles of Amendment of Restated Articles of Incorporation FILED ELECTRONICALLY
of the Registrant effective on May 10, 2002
4.3 Restated Bylaws of the Registrant (2) INCORPORATED
BY REFERENCE
5 Opinion of Faegre & Benson LLP FILED ELECTRONICALLY
23.1 Consent of KPMG LLP FILED ELECTRONICALLY
23.2 Consent of Faegre & Benson LLP (included in Exhibit 5)
24 Powers of Attorney of directors and officers of the Registrant
(included with signatures to this Registration Statement)
99.1 Robert A. Kierlin Stock Option Plan FILED ELECTRONICALLY
99.2 Amendment No. 1 to Robert A. Kierlin Stock Option Plan FILED ELECTRONICALLY
- ---------------------------
(1) Incorporated by reference to Exhibit No. 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1993 (File No. 0-16125).
(2) Incorporated by reference to Exhibit No. 3.2 of the Registrant's
Registration Statement on Form S-1 (Registration No. 33-14923).