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As filed with the Securities and Exchange Commission on September 16, 1998
Registration No. 33-
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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 or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1100 Boulders Parkway
Richmond, Virginia 23225
(Address of Principal Executive Offices)
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DIRECTORS' STOCK PLAN
(Full Title of the Plan)
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Norman A. Scher, Executive Vice President
Nancy M. Taylor, General Counsel
Tredegar Industries, Inc.
1100 Boulders Parkway
Richmond,
(Name and Address of Agent For Service)
(804) 330-1000
(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
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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 45,000 $17.97(*) $808,650.00 $238.55
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*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 15, 1998, 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, 1997; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998; (iii) the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998; (iv) the Company's
Current Report on Form 8-K, as amended, dated August 19, 1998; and (v) 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 this Registration Statement 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 this Registration Statement 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 this Registration Statement 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 this Registration Statement.
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 either case 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).
4.1.1 Articles of Amendment to Amended and Restated Articles of Incorporation
of the Company (incorporated herein by reference from Exhibit 3.1 of
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998).
4.2 Bylaws of the Company (incorporated herein by reference from Exhibit
3.2 of the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
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 PricewaterhouseCoopers LLP
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
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, 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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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 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
25th day of August, 1998.
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 25th day of August, 1998.
Signature Title
/s/ John D. Gottwald President and Director
(John D. Gottwald) (Principal Executive Officer)
/s/ N. A. Scher Executive Vice President, Chief Financial
(Norman A. Scher) Officer and Director
(Principal Financial Officer)
/s/ D. Andrew Edwards Treasurer and 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/ Floyd D. Gottwald, Jr. Director
(Floyd D. Gottwald, Jr.)
/s/ William M. Gottwald Director
(William M. Gottwald)
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Director
(Andre B. Lacy)
/s/ Richard L. Morrill Director
(Richard L. Morrill)
/s/ Emmett J. Rice Director
(Emmett J. Rice)
/s/ Thomas G. Slater, Jr. Director
(Thomas G. Slater, Jr.)
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EXHIBIT INDEX
Exhibit No. Description
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).
4.1.1 Articles of Amendment to Amended and
Restated Articles of Incorporation of
the Company (incorporated herein by
reference from Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q
for the quarter ended
June 30, 1998).
4.2 Bylaws of the Company (incorporated
herein by reference from Exhibit 3.2 of
the Company's Quarterly Report on Form
10-Q for the quarter ended June 30,
1998).
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 PricewaterhouseCoopers LLP
24 Powers of Attorney (contained herein).
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September 10, 1998
The Board of Directors
Tredegar Industries, Inc.
1100 Boulders Parkway
Richmond, VA 23225
Tredegar Industries, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as Virginia counsel to Tredegar Industries, Inc., a
Virginia corporation (the "Company"), in connection with the preparation
and filing of a registration statement under the Securities Act of 1933,
as amended, with respect to 45,000 shares of the Company's Common Stock,
without par value (the "Shares"), to be offered pursuant to the
Company's Directors' Stock Plan (the "Plan").
In rendering this opinion, we have relied upon, among other things, our
examination of the Plan and of such records of the Company and
certificates of its officers and of public officials as we have deemed
necessary. In connection with the filing of such registration statement,
we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of Virginia; and
2. The Shares have been duly authorized and, when issued in accordance
with the terms of the Plan and any related Agreement (as defined in the
Plan), will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to such registration statement.
Very truly yours,
/s/ Hunton & Williams
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 14, 1998,
except for the information presented in Note 19, for which the date is February
6, 1998, on our audits of the consolidated financial statements of Tredegar
Industries, Inc. as of December 31, 1997 and 1996, and for the years ended
December 31, 1997, 1996 and 1995, appearing on page 34 of the Tredegar
Industries, Inc. 1997 Annual Report, which report is incorporated by reference
in the 1997 Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
/s/PricewaterhouseCoopers LLP
Richmond, Virginia
September 14, 1998