View:
As filed with the Securities and Exchange Commission on November
30, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Tredegar Industries, Inc.
(Exact name of issuer as specified in its charter)
VIRGINIA 54-1497771
(State of incorporation) (I.R.S. Employer
Identification No.)
1100 Boulders Parkway
Richmond, Virginia 23225
(Address of principal executive offices)
___________________
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC.
(Full title of the plan)
___________________
Norman A. Scher, Executive Vice President
Nancy M. Taylor, Corporate Counsel
Tredegar Industries, Inc.
1100 Boulders Parkway
Richmond, Virginia 23225
(804) 330-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
C. Porter Vaughan, III, Esq.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
Common Stock 500,000(*) $30.9375(**) $15,468,750 $5,334.04
*Pursuant to Rule 429(b) under the Securities Act of 1933, this
registration statement covers 139,189 shares of common stock and
related Plan interests registered pursuant to Registration
Statement No. 33-47800, as amended, and being carried forward,
and for which a filing fee of $731.29 was previously paid.
**Estimated solely for the purpose of determining the
Registration Fee and based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange on
November 24, 1995, as reported in The Wall Street Journal.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Tredegar Industries, Inc.
(the "Company") with the Commission (file No. 1-10258) are
incorporated herein by reference and made a part hereof: (i) the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; (ii) the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1995; (iii) the Annual
Report on Form 11-K of the Savings Plan for the Employees of
Tredegar Industries, Inc. for the year ended December 31, 1994;
and (iv) the Company's Form 10, as amended, dated May 17, 1989,
containing a description of the Company's Common Stock (the
"Common Stock").
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), after the date of the Prospectus
and prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the Virginia Stock Corporation Act, the
Amended and Restated Articles of Incorporation of the Company
(the "Articles") eliminate all liability of the Company's
directors and officers for monetary damages to the Company or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law. The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the event of
willful misconduct or a knowing violation of the criminal law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Amended and Restated Articles of Incorporation of
the Company (Incorporated herein by reference from
Exhibit 3.1 of the Company's Annual Report on Form
10-K for the year ended December 31, 1989).
4.2 Bylaws of the Company (Incorporated herein by
reference from Exhibit 3 of the Company's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995).
5 The Registrant has submitted the Plan and will
submit any amendments thereto, to the Internal
Revenue Service (the "IRS") in a timely manner and
has made or will make all changes required by the
IRS in order to qualify the Plan.
23.1 Consent of Plott & Walton, PC (filed herewith).
23.2 Consent of Coopers & Lybrand L.L.P. (filed
herewith).
24 Powers of Attorney (contained herein).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are 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 (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;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change in 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 those 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.
(b) The undersigned registrant hereby undertakes 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 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.
(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
provisions described under Item 6 above, 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.
POWERS OF ATTORNEY
Each person whose signature appears below hereby authorizes
the agents for service named in the Registration Statement, as
attorney-in-fact, to sign on his or her behalf individually and
in each capacity stated below and to file all amendments,
including any post-effective amendment, to the Registration
Statement and Tredegar Industries, Inc. and the Plan each hereby
confers like authority to sign and file on its behalf.
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 County of Chesterfield, Commonwealth of Virginia, on this
20th day of November, 1995.
TREDEGAR INDUSTRIES, INC.
By /s/ John D. Gottwald
John D. Gottwald, President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on this 20th day of November,
1995.
Signature Title
/s/ John D. Gottwald President and Director
(John D. Gottwald) (Principal Executive Officer)
/s/ N. A. Scher Executive Vice President,
(Norman A. Scher) Treasurer and Director
(Principal Financial Officer)
/s/ D. Andrew Edwards Corporate Controller
(D. Andrew Edwards) (Principal Accounting Officer)
/s/ R. W. Goodrum Executive Vice President and
(Richard W. Goodrum) Director
(Principal Operating Officer)
/s/ Austin Brockenbrough, III Director
(Austin Brockenbrough, III)
/s/ Phyllis Cothran Director
(Phyllis Cothran)
/s/ Bruce C. Gottwald Director
(Bruce C. Gottwald)
/s/ Floyd D. Gottwald, Jr. Director
(Floyd D. Gottwald, Jr.)
Director
(Andre B. Lacy)
/s/ Emmett J. Rice Director
(Emmett J. Rice)
/s/ W. Thomas Rice Director
(W. Thomas Rice)
Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed
on its behalf by the undersigned, a member of the Committee for
the administration of the Plan, thereunto duly authorized, in the
County of Chesterfield, Commonwealth of Virginia, on this 20th
day of November, 1995.
SAVINGS PLAN FOR THE EMPLOYEES OF
TREDEGAR INDUSTRIES, INC.
By /s/ N. A. Scher
Norman A. Scher
Member of the Committee
EXHIBIT INDEX
Sequentially
Exhibit No. Description Number Page
4.1 Amended and Restated Articles of
Incorporation of the Company
(Incorporated herein by reference
from Exhibit 3.1 of the Company's
Annual Report on Form 10-K for the
year ended December 31, 1989).
4.2 Bylaws of the Company (Incorporated
herein by reference from Exhibit 3
of the Company's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1995).
5 The Registrant has submitted the Plan and will
submit any amendments thereto, to the Internal
Revenue Service (the "IRS") in a timely manner and
has made or will make all changes required by the
IRS in order to qualify the Plan.
23.1 Consent of Plott & Walton, PC
(filed herewith).
23.2 Consent of Coopers & Lybrand L.L.P.
(filed herewith).
24 Powers of Attorney (contained
herein).
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
registration statement of Tredegar Industries, Inc. on Form S-8
of our report, dated June 9, 1995, appearing in the Annual Report
on Form 11-K of the Employee Savings Plan for the Employees of
Tredegar Industries, Inc. (the "Savings Plan") for the year ended
December 31, 1994, on our audit of the financial statements of
the Savings Plan as of December 31, 1994 and 1993 and for each of
the three years in the period ended December 31, 1994.
/s/ Plott & Walton, PC
Richmond, Virginia
November 30, 1995
EXHIBIT 23.2
Consent of Coopers & Lybrand L.L.P.
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated January 6, 1995, except
for the information presented in Note 19, for which the date was
January 31, 1995, on our audits of the consolidated financial
statements of Tredegar Industries, Inc. and subsidiaries as of
December 31, 1994 and 1993, and for the years ended December 31,
1994, 1993 and 1992, which report is included in Tredegar
Industries, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1994.
/s/ Coopers & Lybrand L.L.P.
Richmond, Virginia
November 28, 1995