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As filed with the Securities and Exchange Commission on October 4, 2000
REGISTRATION NO. 333-
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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FRIEDMAN INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
TEXAS 74-1504405
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4001 HOMESTEAD ROAD
HOUSTON, TEXAS 77028
(Address of Principal Executive Offices) (Zip Code)
FRIEDMAN INDUSTRIES, INCORPORATED 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plan)
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BENNY HARPER
4001 HOMESTEAD ROAD
HOUSTON, TEXAS 77028
(Name and address of agent for service)
(713) 672-9433
(Telephone number, including area code, of agent for service)
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With Copy to:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5151
ATTENTION: ROBERT E. WILSON
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CALCULATION OF REGISTRATION FEE
==================================================================================================================
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER UNIT(2) PRICE(2) REGISTRATION FEE
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Common Stock
$1.00 par value 11,600 shares(1) $3.875 $44,950 $11.87
==================================================================================================================
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the anti-dilution
provisions of the 2000 Non-Employee Director Stock Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 and based upon
the average of the high and low sales price of a share of Common Stock
on the American Stock Exchange, Inc. on October 2, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference
in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 2000;
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000; and
3. The description of the Registrant's Common Stock, $1.00
par value, contained in the Registrant's Registrant
Statement on Form 8-A, declared effective by the
Securities and Exchange Commission on May 1, 1975,
including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the securities
offered hereby are being passed upon for the Registrant by Fulbright & Jaworski
L.L.P., Houston, Texas. Charles Hall, a partner in the firm of Fulbright &
Jaworski L.L.P., is a director and the Assistant Secretary of the Company and
beneficially owns 4,948 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act provides
that any director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. With respect to any
proceeding arising
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from actions taken in his official capacity as a director or officer, he may be
indemnified so long as it shall be determined that he conducted himself in good
faith and that he reasonably believed that such conduct was in the corporation's
best interests. In cases not concerning conduct in his official capacity as a
director or officer, a director may be indemnified as long as he reasonably
believed that his conduct was not opposed to the corporation's best interests.
In the case of any criminal proceeding, a director or officer may be indemnified
if he had no reasonable cause to believe his conduct was unlawful. If a director
or officer is wholly successful, on the merits or otherwise, in connection with
such a proceeding, such indemnification is mandatory. The Registrant's Bylaws
provide for indemnification of its present and former directors and officers to
the fullest extent provided by Article 2.02-1. The Registrant currently
maintains directors' and officers' insurance to reimburse the Registrant in the
event that indemnification of a director or officer is required.
The Registrant's Bylaws further provide for indemnification of
officers and directors of officers and directors against reasonable expenses
incurred in connection with the defense of any such action, suit, or proceeding
in advance of the final disposition of the proceeding.
The Registrant's Articles of Incorporation were amended on
September 22, 1987, to eliminate or limit liabilities of directors for breaches
of their duty of care. The amendment does not limit or eliminate the right of
the Registrant or any shareholder to pursue equitable remedies such as an action
to enjoin or rescind a transaction involving a breach of a director's duty of
care, nor does it affect director liability to parties other than the Registrant
or its shareholders. In addition, directors will be liable for (i) breach of
their duty of loyalty, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) declaring an
illegal dividend or stock repurchase, (iv) any transaction in which the
directors receive an improper personal benefit, or (v) acts or omissions for
which the liability of directors is expressly provided by statute. In addition,
the amendment applies only to claims under Texas law against a director arising
out of his or her role as a director and not, if he or she is also an officer,
his or her role as an officer or in any other capacity and does not limit a
director's liability under any other law, such as federal securities law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 - Articles of Incorporation of the Registrant, as
amended (incorporated by reference to an exhibit to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1982).
4.2 - Articles of Amendment to the Articles of
Incorporation of the Registrant, as filed with the
Texas Secretary of State on September 22, 1987
(incorporated by reference to an exhibit to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1988).
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4.3 - By-laws of the Registrant, as adopted on March 27,
1992 (incorporated by reference to an exhibit to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1992).
4.4 - Form of Common Stock Certificate (incorporated by
reference to an exhibit to the Registrant's
Registration Statement on Form 8-A, declared effective
by the Commission on May 1, 1975, including any
amendment or report filed for the purpose of updating
such description).
4.5 - Friedman Industries, Incorporated 2000 Non-Employee
Director Stock Plan.
5.1 - Opinion of Fulbright & Jaworski L.L.P.
23.1 - Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
23.2 - Consent of Ernst & Young LLP.
24.1 - Powers of Attorney (contained on page II-6 of this
Registration Statement).
ITEM 9. UNDERTAKINGS
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar volume 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
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Provided, however, that paragraphs (1)(i) and (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 with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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.
The undersigned registrant hereby 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.
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 foregoing provisions 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 Securities Act
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
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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 City of Houston, State of Texas, on September 29, 2000.
FRIEDMAN INDUSTRIES, INCORPORATED
By: /s/ HAROLD FRIEDMAN
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Harold Friedman
Vice Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Jack Friedman, Harold Friedman and Benny
Harper, or any of them, his true and lawful attorney-in-fact and agent, 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, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any 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, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
or their substitute or 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 and on the dates indicated.
Signature Title Date
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/s/ JACK FRIEDMAN Chairman of the Board, Chief Executive Officer and September 29, 2000
- ---------------------------------------- Director
Jack Friedman (Principal Executive Officer)
/s/ HAROLD FRIEDMAN Vice Chairman of the Board and Director September 29, 2000
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Harold Friedman
/s/ WILLIAM E. CROW President, Chief Operating Officer and Director September 29, 2000
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William E. Crow
/s/ BENNY HARPER Senior Vice President-Finance and Treasurer September 29, 2000
- ---------------------------------------- (Principal Financial and Accounting Officer)
Benny Harper
/s/ CHARLES W. HALL Director September 29, 2000
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Charles W. Hall
/s/ ALAN M. RAUCH Director September 29, 2000
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Alan M. Rauch
/s/ HERSHEL M. RICH Director September 29, 2000
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Hershel M. Rich
/s/ HENRY SPIRA Director September 29, 2000
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Henry Spira
/s/ KIRK K. WEAVER Director September 29, 2000
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Kirk K. Weaver
/s/ JOE L. WILLIAMS Director September 29, 2000
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Joe L. Williams
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
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4.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference to an exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1982).
4.2 Articles of Amendment to the Articles of Incorporation of the
Registrant, as filed with the Texas Secretary of State on
September 22, 1987 (incorporated by reference to an exhibit to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1988).
4.3 By-laws of the Registrant, as adopted on March 27, 1992
(incorporated by reference to an exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1992).
4.4 Form of Common Stock Certificate (incorporated by reference to
an exhibit to the Registrant's Registration Statement on Form
8-A, declared effective by the Commission on May 1, 1975,
including any amendment or report filed for the purpose of
updating such description).
4.5 Friedman Industries, Incorporated 2000 Non-Employee Director
Stock Plan.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (contained on page II-6 of this Registration
Statement).
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