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As filed with the Securities and Exchange Commission on August 26, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GIBRALTAR STEEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 16-1445150
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of Principal Executive Offices) (Zip Code)
Gibraltar Steel Corporation Incentive Stock Option Plan and
Gibraltar Steel Corporation Non-Qualified Stock Option Plan
(Full title of the plans)
WALTER T. ERAZMUS
Executive Vice President - Finance and Chief Financial Officer
GIBRALTAR STEEL CORPORATION
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Name and address of agent for service)
(7l6) 826-6500
(Telephone number, including area code, of agent for service)
Copy To:
ROBERT J. OLIVIERI, Esq.
Lippes, Silverstein, Mathias & Wexler LLP
700 Guaranty Building
28 Church Street
Buffalo, New York 14202-3950
(7l6) 853-5100
CALCULATION OF REGISTRATION FEE
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Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share (4) offering price (4) fee
- -----------------------------------------------------------------------------
Common stock, 200,000
$.01 par value shares (1) $19.500 (5) $3,900,000 (5) $1,344.83
Common stock, 200,000
$.01 par value shares (2) $19.500 (5) $3,900,000 (5) $1,344.83
Total 400,000 $2,689.66
shares (3)
- -----------------------------------------------------------------------------
(1) Consists of an aggregate of 200,000 shares of Common Stock of the
Registrant which may become issuable upon the exercise of options granted
under the Gibraltar Steel Corporation Incentive Stock Option Plan Second
Amendment and Restatement (the "Incentive Plan").
(2) Consists of an aggregate of 200,000 shares of Common Stock of the
Registrant which may become issuable upon the exercise of options granted
under the Gibraltar Steel Corporation Non-Qualified Stock Option Plan
First Amendment and Restatement (the "Non-Qualified Plan").
(3) This Registration Statement also covers an indeterminate number of shares
of Common Stock which may become issuable as a result of stock splits,
stock dividends or similar transactions.
(4) Estimated solely for the purpose of calculating the registration fee.
(5) Calculated pursuant to Rule 457(c) and (h) based upon the average of high
and low sales price of the Registrant's Common Stock on August 23, 1996
as quoted on the NASDAQ National Market System.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by
Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act").
This Registration Statement on Form S-8 of Gibraltar Steel Corporation, a
Delaware corporation (the "Registrant"), covers 400,000 shares of the
Registrant's Common Stock, par value $0.0l per share ("Common Stock"),
reserved for issuance under the following employee benefit plans
(collectively, the "Plans"):
(i) Gibraltar Steel Corporation Incentive Stock Option Plan Second
Amendment and Restatement
(ii) Gibraltar Steel Corporation Non-Qualified Stock Option Plan First
Amendment and Restatement
If necessary for a prospectus to be used for re-offers of the Registrant's
Common Stock acquired pursuant to the Plans, a prospectus prepared in
accordance with the requirements of Form S-3 will be filed as part of this
Registration Statement by means of a post-effective amendment hereto.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Plans and its administrators are available
without charge by contacting:
Gibraltar Steel Corporation
3556 Lake Shore Road
P.O. Box 3556
Buffalo, New York 14219-0228
Attention: Secretary
Telephone: (716) 826-6500
Facsimile: (716) 826-1589
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Registrant's Quarterly Reports on Form l0-Q for the fiscal
quarters ended March 31, 1996 and June 30, 1996;
(c) The Registrant's Current Report on Form 8-K dated February 26, 1996,
as amended by Amendment No. 1 thereto on Form 8-K/A dated April 12,
1996
(d) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referenced in (a) above.
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated September 23,
1993, as amended by the Registrant's Form 8-A/A Amendment No. 1
dated November 3, 1993.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicated that all securities registered
hereby have been sold or which registers all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the 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 of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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 Expert and Counsel.
Certain legal matters with respect to the validity of the shares of Common
Stock offered pursuant to this Registration Statement are being passed upon
for the Registrant by Lippes, Silverstein, Mathias & Wexler LLP counsel to
the Registrant.
Page II-1
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides, in summary, that directors and officers of Delaware
corporations are entitled, under certain circumstances, to be indemnified
against all expenses and liabilities (including attorneys' fees) incurred by
them as a result of suits brought against them in their capacity as a
director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue
or matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Any such indemnification may be made by
the corporation only as authorized in each specific case upon a determination
by the stockholders or disinterested directors that indemnification is proper
because the indemnitee has met the applicable standard of conduct. Article
Twelfth of the Registrant's Certificate of Incorporation entitles officers,
directors and controlling persons of the Registrant to indemnification to
the full extent permitted by Section 145 of the DGCL, as the same may be
supplemented or amended from time to time.
Article Thirteenth of the Registrant's Certificate of Incorporation provides
that no director shall have any personal liability to the Registrant or its
stockholders for any monetary damages for breach of fiduciary duty as a
director, provided that such provision does not limit or eliminate the
liability of any director (i) for breach of such director's duty of loyalty
to the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (involving certain unlawful dividends or
stock repurchases) or (iv) for any transaction from which such director
derived an improper personal benefit. The provisions of such article do not
limit or eliminate the liability of any director for any act or omission
occurring prior to the effective time of such amendment.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Gibraltar Steel Corporation Incentive Stock Option Plan Second
Amendment and Restatement (incorporated by reference to Exhibit
10.16 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-03979)).
4.2 Gibraltar Steel Corporation Non-Qualified Stock Option Plan First
Amendment and Restatement (incorporated by reference to Exhibit 10.17
to the Registrant's Registration Statement on Form S-1 (Registration
No. 333-03979)).
5.1* Opinion of Lippes, Silverstein, Mathias & Wexler LLP as to the
legality of the securities being offered.
23.1* Consent of Price Waterhouse LLP with respect to financial statements
of the Registrant.
23.3* Consent of Lippes, Silverstein, Mathias & Wexler LLP (included in
Exhibit 5.1).
24* Powers of Attorney (included on p. II-4 of this Registration Statement).
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* Filed herewith.
Page II-2
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 to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
changes to such information in the Registration Statements;
(2) That, for the purpose of determining 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 Section
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 herein, 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 of Item 6 of this
Registration Statement, 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 of 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.
Page II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 City of Buffalo, State of New York on the 13th day of
August, 1996.
GIBRALTAR STEEL CORPORATION
/s/ Walter T. Erazmus
By:
Walter T. Erazmus
Executive Vice President - Finance
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brian J. Lipke, Neil E. Lipke, Curtis W. Lipke
and Walter T. Erazmus, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution for him
and in his name, place and stead, in any and all capacities to sign any and
all amendments (including post-effective amendments) of 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, granting unto such attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, to all intents
and purposes and as fully as they might or could do in person hereby
ratifying and confirming all that such attorneys-in-fact and agents, or their
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 by the following persons in the capacities
indicated on the 13th day of August, 1996.
Signature Capacity
/s/ Brian J. Lipke
Chairman of the Board,
Brian J. Lipke President and Chief Executive Officer
/s/ Walter T. Erazmus
Executive Vice President - Finance, Chief Financial
Walter T. Erazmus Officer and Chief Accounting Officer
/s/ Curtis W. Lipke
Director
Curtis W. Lipke
/s/ Neil E. Lipke
Director
Neil E. Lipke
/s/ Gerald S. Lippes
Director
Gerald S. Lippes
/s/ Arthur A. Russ, Jr.
Director
Arthur A. Russ, Jr.
Director
William P. Montague
/s/ David N. Campbell
Director
David N. Campbell
Page II-4
EXHIBIT INDEX
Exhibit No. Description
4.1 Gibraltar Steel Corporation Incentive Stock Option Plan
Second Amendment and Restatement (incorporated by reference to
Exhibit 10.16 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-03979)).
4.2 Gibraltar Steel Corporation Non-Qualified Stock Option Plan
First Amendment and Restatement (incorporated by reference to Exhibit
10.17 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-03979)).
5.1* Opinion of Lippes, Silverstein, Mathias & Wexler LLP
as to the legality of the securities being offered.
23.1* Consent of Price Waterhouse LLP with respect to financial
statements of the Registrant.
23.3* Consent of Lippes, Silverstein, Mathias & Wexler LLP
(included in Exhibit 5.1).
24* Powers of Attorney (included on p. II-4 of this
Registration Statement).
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* Filed herewith.
EXHIBIT 5.1
August 26, 1996
Gibraltar Steel Corporation
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
Re: Gibraltar Steel Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Gibraltar Steel Corporation, a Delaware
corporation (the "Corporation"), in connection with the preparation and
filing of a registration statement of the Corporation on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended,
covering up to 400,000 shares of its common stock, par value $.01 per share
(the "Shares") to be issued pursuant to the Gibraltar Steel Corporation
Incentive Stock Option Plan Second Amendment and Restatement and the
Gibraltar Steel Corporation Non-Qualified Stock Option Plan First Amendment
and Restatement (collectively, the "Plans").
We have examined copies of the Certificate of Incorporation and By-Laws of
the Corporation, each as amended to date, and the minutes of various meetings
of the Board of Directors of the Corporation. We have examined the
Registration Statement, the Plans and the original or reproduced or certified
copies of such records of the Corporation, certificates of public officials,
certificates of officers and representatives of the Corporation, and such
other documents, papers, statutes and authorities all as we have deemed
necessary to form the basis of the opinion hereinafter expressed. In such
examinations, we have assumed the genuineness of signatures and the
conformity to original documents of the documents supplied to us as copies
thereof.
Based upon the foregoing, we are of the opinion that the Shares, when duly
issued and sold pursuant to the terms of the Plans, will be validly issued,
fully paid and nonassessable.
We hereby consent to be named in the Registration Statement as the attorneys
who have passed upon the legality of the securities being offered thereby,
and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
LIPPES, SILVERSTEIN, MATHIAS & WEXLER LLP
/x/ LIPPES, SILVERSTEIN, MATHIAS & WEXLER LLP
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 1996, which appears
on page 17 of Gibraltar Steel Corporation's Annual Report on Form 10-K for
the year ended December 31, 1995. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appear
on page 31 and 32 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
/X/ PRICE WATERHOUSE LLP
Buffalo, New York
August 21, 1996