As filed with the Securities and Exchange Commission on October 19, 1998
Registration No. 333-
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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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L.B. FOSTER COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1324733
(State of Incorporation) (I.R.S. Employer Identification No.)
415 Holiday Drive, Pittsburgh, Pennsylvania 15220
(Address of principal executive offices) (Zip Code)
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L.B. FOSTER COMPANY
Voluntary Investment Plan
Retirement Savings Plan for Non-Union Hourly Employees
(Full titles of the plans)
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DAVID L. VOLTZ, Esq.
Vice President, General Counsel and Secretary
L.B. Foster Company
415 Holiday Drive
Pittsburgh, Pennsylvania 15220
(Name and address of agent for service)
(412) 928-3431
(Telephone number, including area code, of agent for service)
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Copy to:
MICHAEL M. LYONS, Esq.
Klett Lieber Rooney & Schorling
40th Floor, One Oxford Centre
Pittsburgh, Pennsylvania 15219
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share* offering price* fee
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Common Stock,
$.01 par value 2,000,000 shs. $3.94 $7,880,000 $2,325
*Estimated in accordance with Rule 457(c) solely for the purpose of computing
the registration fee, based on the average of the high and low prices for
October 15, 1998 as reported in the NASDAQ National Market System.
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 plans described herein.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
L.B. Foster Company is hereinafter referred to as the "Company," the
Company's Voluntary Investment Plan as Amended and Restated is hereinafter
referred to as the "Investment Plan," and the Company's Retirement Savings Plan
for Non-Union Hourly Employees as Amended and Restated is hereinafter referred
to as the "Retirement Plan." The Investment Plan and the Retirement Plan are
hereinafter collectively referred to as the "Plans."
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Exchange
Act").
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998 and June 30, 1998 and its Current Reports on Form
8-K dated May 14 and June 9, 1998, filed with the Commission under the Exchange
Act.
(c) The descriptions of the Company's Common Stock, $.01 par value, and
Common Stock Purchase rights contained in the Company's Registration Statements
on Form 8-A/A and Form 8-A, respectively, filed with the Commission under the
Exchange Act.
All documents filed by the Company or the Plans pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
registration statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which reregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part thereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Section 6.01 of the Company's By-Laws provides, in part, that the
Company shall, to the fullest extent permitted by Pennsylvania law, indemnify
its officers and directors in connection with any actual, threatened or
completed action, suit or proceeding arising out of their service to the Company
or to another entity at the request of the Company.
The Company's directors and officers currently are covered as insureds
under directors' and officers' liability insurance. Such insurance, subject to
an annual renewal and certain rights of the insurer to terminate, provides an
aggregate maximum of $1,000,000 of coverage for directors and officers of the
Company and its subsidiaries for claims made during the policy period.
Each Plan provides that, except to the extent insured and except for
willful misconduct, the Company shall indemnify any employee of the Company
against any liability incurred by reason of the employee's service as a
fiduciary with respect to the Plan.
Item 7. Exemption From Registration Claimed.
No "restricted" securities will be reoffered or resold.
Item 8. Exhibits.
The following exhibits are filed herewith as part of this registration
statement:
4.1 Voluntary Investment Plan as Amended and Restated.
4.1.1 Internal Revenue Service Determination Letter for Voluntary
Investment Plan.
4.2 Retirement Savings Plan for Non-Union Hourly Employees as Amended
and Restated.
4.2.1 Internal Revenue Service Determination letter for Retirement
Savings Plan for Non-Union Hourly Employees.
5 Opinion and consent of Klett Lieber Rooney & Schorling, a
Professional Corporation.
23 Consent of Ernst & Young LLP.
Item 9. Undertakings.
The undersigned registrant 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 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. The registrant
further undertakes 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. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the indemnification provisions
described in Item 6, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
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 City of Pittsburgh, State of Pennsylvania, on October 19,
1998.
L.B. FOSTER COMPANY
(Registrant)
By:/s/Lee B. Foster
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Lee B. Foster II
President
Power of Attorney
Each person whose signature appears below hereby constitutes and
appoints Lee B. Foster II, Roger F. Nejes and David L. Voltz, 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) to this Registration Statement on Form S-8 and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Lee B. Foster Director and Chairman of the Board, October 16, 1998
- -------------------- President and Chief Executive Officer
Lee B. Foster II
/s/John W. Puth Director October 16, 1998
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John W. Puth
/s/William H. Rackoff Director October 16, 1998
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William H. Rackoff
/s/Richard L. Shaw Director October 16, 1998
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Richard L. Shaw
/s/Roger L. Nejes Senior Vice President - Finance and October 16, 1998
- -------------------- Administration (Principal Financial
Roger F. Nejes and Accounting Officer)
The Plans
Pursuant to the requirements of the Securities Act of 1933, the
administrators of the Plans have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Pittsburgh, State of Pennsylvania, on October 19, 1998.
L.B. FOSTER COMPANY VOLUNTARY
INVESTMENT PLAN
L.B. FOSTER COMPANY RETIREMENT
SAVINGS PLAN FOR NON-UNION
HOURLY EMPLOYEES
(The Plans)
By: /s/Linda M. Terpenning
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Name: Linda M. Terpenning
Title:Vice President - Human Resources