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Registration No. 333-
As filed with the Securities and Exchange Commission on October 24, 1997
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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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ENCORE WIRE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2274963
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1410 MILLWOOD ROAD
MCKINNEY, TEXAS 75069
(Address of Principal Executive Offices) (Zip Code)
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ENCORE WIRE CORPORATION 1989 STOCK OPTION PLAN
(Full title of the Plan)
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VINCENT A. REGO COPY TO:
CHAIRMAN OF THE BOARD, PRESIDENT JACK M. LITTLE
AND CHIEF EXECUTIVE OFFICER THOMPSON & KNIGHT, P.C.
ENCORE WIRE CORPORATION 1700 PACIFIC AVENUE
1410 MILLWOOD ROAD SUITE 3300
MCKINNEY, TEXAS 75069 DALLAS, TEXAS 75201
(Name and address of agent for service) (214) 969-1363
(972) 562-9473
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
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Common Stock, 150,000
par value $.01 shares $27.50 $4,125,000 $1,250
per share
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(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
any stock split, stock dividend or similar transaction with respect to
these shares are also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sales prices of the Common Stock reported in the consolidated reporting
system for NASDAQ National Market System securities on October 20, 1997.
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PART I
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENT
The contents of (i) Registration Statement No. 33-54484 relating to the
Encore Wire Corporation 1989 Stock Option Plan (the "Plan") filed by the
Registrant with the Securities and Exchange Commission on November 12, 1992, as
amended by the Post-Effective Amendment No.1 filed with the Securities and
Exchange Commission on November 19, 1992 and (ii) Registration Statement No.
33-89126 relating to the Plan filed by the Registrant with the Securities and
Exchange Commission on February 2, 1995 (collectively, the "Prior Registration
Statements") are incorporated herein by reference pursuant to General
Instruction E to Form S-8. The purpose of this Registration Statement is to
register 150,000 additional shares of Common Stock of the Registrant for offer
and sale pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(2) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act since December 31, 1996.
(3) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A of the Registrant filed with the
Securities and Exchange Commission on June 4, 1992 and declared
effective on July 16, 1992, including any amendment or report filed
for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement 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 of such documents.
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Item 8. Exhibits.
In addition to the exhibits filed with or incorporated by reference in the
Prior Registration Statements, the following documents are filed or
incorporated by reference as exhibits to this Registration Statement:
Exhibit
Number Description
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4.1 Encore Wire Corporation 1989 Stock Option Plan, as amended and
restated in January 1997, and approved by the stockholders on May
2, 1997.
5.1 Opinion of Thompson & Knight, A Professional Corporation,
regarding 150,000 shares of Common Stock of the Registrant.
23.1 Consent of Thompson & Knight, A Professional Corporation
(contained in its opinion filed herewith as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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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 McKinney, State of Texas, on the 23rd day of
October, 1997.
ENCORE WIRE CORPORATION
(Registrant)
By: /s/ Vincent A. Rego
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Vincent A. Rego
Chairman of the Board, President
and Chief Executive Officer
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 date indicated.
Each person whose signature appears below constitutes and appoints Vincent
A. Rego and Scott D. Weaver, and each of them (with full power to each of them
to act alone), 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 on his behalf individually and in each
capacity stated below any amendment, including post-effective amendments, 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 said 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, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
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/s/ Vincent A. Rego Chairman of the Board, President, October 23, 1997
- ---------------------------------- Chief Executive Officer and Director
Vincent A. Rego (Principal Executive Officer)
/s/ Scott D. Weaver Vice President - Finance, October 23, 1997
- ---------------------------------- Secretary and Treasurer
Scott D. Weaver (Principal Financial and
Accounting Officer)
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/s/ Donald M. Spurgin Director October 23, 1997
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Donald M. Spurgin
/s/ Donald E. Courtney Director October 23, 1997
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Donald E. Courtney
/s/ Daniel L. Jones Director October 23, 1997
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Daniel L. Jones
/s/ John P. Pringle Director October 23, 1997
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John P. Pringle
/s/ William R. Thomas Director October 23, 1997
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William R. Thomas
/s/ John H. Wilson Director October 23, 1997
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John H. Wilson
/s/ Joseph M. Brito Director October 23, 1997
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Joseph M. Brito
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Encore Wire Corporation 1989 Stock Option Plan, as amended
and restated in January 1997, and approved by the
stockholders on May 2, 1997.
5.1 Opinion of Thompson & Knight, A Professional Corporation,
regarding 150,000 shares of Common Stock of the Registrant.
23.1 Consent of Thompson & Knight, A Professional Corporation
(contained in its opinion filed herewith as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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