As filed with the Securities and Exchange Commission on December 20, 2001
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
HUTTIG BUILDING PRODUCTS, INC.
------------------------------
(Exact Name of Registrant as Specified in Its Charter)
LAKEVIEW CENTER, SUITE 400
DELAWARE 43-0334550 14500 SOUTH OUTER FORTY ROAD
-------- ---------- CHESTERFIELD, MO 63017
(State or Other Jurisdiction of (I.R.S. Employer Identification ----------------------
Incorporation or Organization) Number) (Address of Principal Executive Offices,
including Zip Code)
HUTTIG BUILDING PRODUCTS, INC. DEFERRED COMPENSATION PLAN
---------------------------------------------------------
(Full Title of the Plan)
Nick H. Varsam
Huttig Building Products, Inc.
Lakeview Center, Suite 400
14500 South Outer Forty Road
Chesterfield, Missouri 63017
(314) 216-2600
(Name, Address, including Zip Code and Telephone Number,
including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================ ================== ======================= ========================= ======================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price (1) Registration Fee
-------------------------------- ------------------ ----------------------- ------------------------- ----------------------
Deferred Compensation $10,000,000 100% $10,000,000 $2,390
Obligations (2)
-------------------------------- ------------------ ----------------------- ------------------------- ----------------------
Common Stock, $0.01 par value 200,000 (5) $1,105,000 (6) $264.10
per share, and Preferred Share Shares
Purchase Rights(3)(4)
================================ ================== ======================= ========================= ======================
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The Deferred Compensation Obligations are unsecured obligations of Huttig
Building Products, Inc, to pay deferred compensation in the future in
accordance with the terms of the Huttig Building Products, Inc. Deferred
Compensation Plan.
(3) Preferred Share Purchase Rights are attached to and trade with the common
stock, and, therefore, do not carry a separate price or necessitate an
additional registration fee. Value, if any, attributable to such Preferred
Share Purchase Rights is reflected in the market price of the common stock.
(4) This Registration Statement also covers such additional shares of common
stock as may be issuable pursuant to the antidilution provisions of the
plan.
(5) Omitted pursuant to Rule 457(o) under the Securities Act of 1933, as
amended.
(6) Proposed maximum offering price represents the average of the high and low
prices of the common stock as reported on the New York Stock Exchange on
December 14, 2001 in accordance with Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission,
this Registration Statement omits the information specified in Part I of Form
S-8. The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as specified
by Rule 428(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not being filed with the Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 promulgated under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Huttig Building Products,
Inc. (the "Company" or the "Registrant") with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), under file no. 1-14982 and are incorporated herein by reference:
- The Company's Annual Report on Form 10-K for the year ended
December 31, 2000.
- The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2001, June 30, 2001 and September 30,
2001.
- The Company's Current Report on Form 8-K filed on August 29,
2001.
- The description of the Common Stock and Preferred Share
Purchase Rights contained under the caption "Description of
Huttig Capital Stock" in Amendment No. 4 to the Company's
Registration Statement on Form 10/A dated December 6, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act (prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold), other than
those made pursuant to Item 9 of Form 8-K, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated, or
deemed to be incorporated, by reference herein, shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
The following description of the Deferred Compensation Obligations
registered hereunder is qualified by reference to the Huttig Building Products,
Inc. Deferred Compensation Plan (the "Plan"). A copy of the Plan is filed as
Exhibit 4.5 to this Registration Statement.
The Deferred Compensation Obligations (the "Obligations") will be
unsecured general obligations of the Registrant to pay the deferred compensation
of, and Registrant contributions to, eligible senior executives and other key
employees of the Registrant and its subsidiaries in the future in accordance
with the terms of the Plan. The Obligations will rank equally with other
unsecured and unsubordinated indebtedness of the Registrant from time to time
outstanding.
The amount of compensation to be deferred by each Plan participant will
be determined in accordance with the Plan based on elections by the participant.
The Registrant will establish compensation account(s) on behalf of each
participant, to which the Registrant will credit any deferred compensation and
Registrant contributions in accordance with the Plan. The compensation
account(s) will be credited (or debited) with income (or loss) based
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upon a hypothetical investment in one or more of the investment options
available under the Plan, which includes a hypothetical investment in common
stock of the Registrant as well as one or more mutual funds, as chosen by each
participant from a list of such investment options. A participant's deferred
compensation will vest immediately; while the Registrant's contributions vest in
varying percentages over a five year period in accordance with the Plan. Except
for amounts invested in the common stock fund, each compensation account will be
payable in cash upon the participant's retirement, termination, death or other
date(s) determined in accordance with the Plan. Amounts in a participant's
compensation account(s) invested in the common stock fund will be distributed in
the form of whole shares of common stock, with fractional shares paid in cash.
Participants and their beneficiaries may not voluntarily or
involuntarily transfer, alienate or assign their interests under the Plan, and
such interests are not subject to attachment, execution, garnishment or other
such equitable or legal process.
The administrative committee authorized to administer the Plan may
amend, alter or terminate the Plan at any time without the prior approval of the
Board of Directors; provided that, without the Board's approval, no amendment,
modification or termination may materially increase the benefits accruing to
participants under the Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Nick H. Varsam, Vice President, General Counsel and Secretary of the
Company, has rendered an opinion as to the legality of the deferred compensation
obligations being registered hereby. The shares of common stock being registered
hereby are not original issuance securities. Mr. Varsam is paid a salary and
bonus by the Company, participates in certain of the Company's employee benefit
plans, and owns shares of common stock and options to acquire shares of common
stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") permits Delaware
corporations to eliminate or limit the monetary liability of directors for
breach of their fiduciary duty of care, subject to certain limitations. The
Company's Restated Certificate of Incorporation provides that no director of the
Company shall be 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) for willful or negligent
violation of the laws governing the payment of dividends or the purchase or
redemption of stock or (iv) for any transaction from which the director derived
an improper personal benefit.
The Company's By-laws provide for the indemnification of directors and
officers to the fullest extent permitted by the DGCL. Section 145 of the DGCL
authorizes indemnification when a person is made a party or is threatened to be
made a party to any proceeding by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation or is or was serving
as a director, officer, employee or agent of another enterprise, at the request
of the corporation, and if such person acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe that his or her conduct was
unlawful. If it is determined that the conduct of such person meets these
standards, he or she may be indemnified for expenses incurred (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such proceeding.
If such a proceeding is brought by or in the right of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the corporation;
however, a court may, even in such case, allow such indemnification to such
person for such expenses as the court deems proper.
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Where such person is successful in any such proceeding, he or she is
entitled to be indemnified against expenses actually and reasonably incurred by
him or her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Company has entered into indemnification agreements with its
directors and certain executive officers, and also maintains insurance for the
benefit of its officers and directors.
The above discussion of the Company's Restated Certificate of
Incorporation and By-laws, the Indemnification Agreements and Sections 102(b)(7)
and 145 of the DGCL is not intended to be exhaustive and is respectively
qualified in its entirety by such documents and statutes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the exhibit index filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes as follows:
(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;
(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 notwithstanding; 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, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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.
(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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report
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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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Chesterfield, State of Missouri on December 19,
2001.
HUTTIG BUILDING PRODUCTS, INC.
By: /s/ Barry J. Kulpa
----------------------------
Barry J. Kulpa
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints each of Barry J. Kulpa, Kenneth E. Thompson, and Nick H. Varsam his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, 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 agents, or
any of them, or their or his or her substitute or substitutes, 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 indicated below.
/s/ Barry J. Kulpa President, Chief Executive Officer and Director December 19, 2001
--------------------------- (Principal Executive Officer)
Barry J. Kulpa
/s/ Kenneth E. Thompson Vice President, Administration, and Chief Financial December 19, 2001
--------------------------- Officer (Principal Financial Officer)
Kenneth E. Thompson
/s/ Thomas S. McHugh Corporate Controller December 19, 2001
--------------------------- (Principal Accounting Officer)
Thomas S. McHugh
/s/ E. Thayer Bigelow, Jr. Director December 18, 2001
---------------------------
E. Thayer Bigelow, Jr.
/s/ Alan S. J. Durant Director December 14, 2001
---------------------------
Alan S. J. Durant
/s/ R. S. Evans Chairman of the Board and Director December 18, 2001
---------------------------
R. S. Evans
Director
---------------------------
Richard S. Forte
Director
---------------------------
Dorsey R. Gardner
Director
---------------------------
Delbert H. Tanner
/s/ James L. L. Tullis Director December 14, 2001
---------------------------
James L. L. Tullis
Director
---------------------------
Peter L. Young
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EXHIBIT INDEX
Exhibit Description
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form 10, as amended, filed with the
Commission on September 21, 1999 (File No. 1-14982)).
4.2 Restated By-Laws of the Registrant (incorporated by reference
to Exhibit 3.2 to Amendment No. 4 to the Company's
Registration Statement on Form 10, as amended, filed with the
Commission on December 6, 1999 (File No. 1-14982)).
4.3 Rights Agreement dated December 6, 1999 between the Registrant
and ChaseMellon Shareholder Services L.L.C., as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1999 (File No. 1-14982)).
4.4 Amendment No. 1 to Rights Agreement between the Company and
ChaseMellon Shareholder Services L.L.C., as Rights Agent
(incorporated by reference from Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2000 (File No. 1-14982)).
4.5 Huttig Building Products, Inc. Deferred Compensation Plan
5.1 Opinion of Nick H. Varsam, Vice President, General Counsel and
Secretary of Huttig Building Products, Inc.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Nick H. Varsam, Vice President, General Counsel and
Secretary (included in Exhibit 5.1)
24.1 Power of Attorney (included on page II-5)
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