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As filed with the Securities and Exchange Commission on September 27, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Tredegar Industries, Inc.
(Exact name of Registrant 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)
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TREDEGAR INDUSTRIES, INC. 1996 INCENTIVE PLAN
(Full title of the plan)
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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
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Common Stock 450,000 $33.6875(*) $15,159,375 $5,227.37
===============================================================================
*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 September 26, 1996, as reported in The Wall Street Journal.
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, 1995; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996; (iii) the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996; 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.
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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
June 30, 1996).
5 Opinion of Hunton & Williams as to the legality of the securities being
registered.
23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit
5 to the Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
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.
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(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 each of 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. hereby confers like authority to sign
and file on its behalf.
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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 County of Chesterfield, Commonwealth of Virginia, on this
20th day of September, 1996.
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 September, 1996.
Signature Title
/s/ John D. Gottwald President and Director
(John D. Gottwald) (Principal Executive Officer)
/s/ N. A. Scher Executive Vice President, Treasurer and Director
(Norman A. Scher) (Principal Financial Officer)
/s/ D. Andrew Edwards Corporate Controller
(D. Andrew Edwards) (Principal Accounting Officer)
/s/ Austin Brockenbrough, III Director
(Austin Brockenbrough, III)
/s/ Phyllis Cothran Director
(Phyllis Cothran)
/s/ Richard W. Goodrum Director
(Richard W. Goodrum)
/s/ Bruce C. Gottwald Director
(Bruce C. Gottwald)
/s/ Floyd D. Gottwald, Jr. Director
(Floyd D. Gottwald, Jr.)
/s/ Andre B. Lacy Director
(Andre B. Lacy)
/s/ Emmett J. Rice Director
(Emmett J. Rice)
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EXHIBIT INDEX
Exhibit No. Description Sequentially
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 June 30, 1996).
5 Opinion of Hunton & Williams as to the legality of the securities
being registered.
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5 to the Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (contained herein).
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Exhibit 5
September 27, 1996
Board of Directors
Tredegar Industries, Inc.
1100 Boulders Parkway
Richmond, Virginia 23225
Registration Statement on Form S-8
Tredegar Industries, Inc.
1996 Incentive Plan
Lady and Gentlemen:
We are acting as counsel for Tredegar Industries, Inc. (the "Company")
in connection with its registration under the Securities Act of 1933 of 450,000
shares of its common stock, no par value per share (the "Shares"), which are
proposed to be issued pursuant to the Company's 1996 Incentive Plan (the "Plan")
as described in the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed today with the Securities and Exchange
Commission (the "Commission").
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the Commonwealth of
Virginia.
2. The Shares have been duly authorized and, when the Shares have been
issued pursuant to the Plan as described in the Registration Statement, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Tredegar Industries, Inc. on Form S-8 of our report, dated January
17, 1996, on our audits of the consolidated financial statements of Tredegar
Industries, Inc. and subsidiaries as of December 31, 1995 and 1994, and for the
years ended December 31, 1995, 1994 and 1993, which report is included in
Tredegar Industries, Inc's Annual Report on Form 10-K for the year ended
December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Richmond, Virginia
September 27, 1996