As filed with the Securities and Exchange Commission on January 31, 2003
Registration No.____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
SMITH-MIDLAND CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 54-1727060
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 300, 5119 CATLETT ROAD, MIDLAND, VIRGINIA 22728
(Address of principal executive offices) (Zip Code)
SMITH-MIDLAND CORPORATION 1994 STOCK OPTION PLAN
(Full title of the Plan)
RODNEY I. SMITH, PRESIDENT
SMITH-MIDLAND CORPORATION
P.O. BOX 300, 5119 CATLETT ROAD
MIDLAND, VIRGINIA 22728
(Name and address of agent for service)
(540) 439-3266
(Telephone number, including area code, of agent for service)
COPY TO:
GARY T. MOOMJIAN, ESQ.
MOOMJIAN & WAITE, LLP
500 North Broadway, Suite 142
Jericho, New York 11753
(516) 937-5900
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount to maximum maximum
Securities be registered offering price aggregate Amount of
to be registered (1) per share (2) offering price (2) registration fee
- ---------------------------------- ------------- ----------------- ------------------ --------------------
Common Stock, par value $.01 450,000 $1.20 $540,000 $49.68
- ---------------------------------- ------------- ----------------- ------------------ --------------------
<FN>
(1) Represents additional shares of Common Stock, par value $.01 per share,
issuable pursuant to the Smith- Midland Corporation 1994 Stock Option
Plan, as amended (the "Plan"), by virtue of an amendment to the Plan
increasing the number of shares issuable thereunder from 575,000 to
1,025,000. Pursuant to Rule 416 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), there are also being
registered hereby such indeterminable number of additional shares of
common stock as may become issuable pursuant to the terms of the Plan
in the event of a stock split, reorganization, merger, recapitalization
or similar event affecting the 450,000 shares being registered.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) promulgated under the Securities Act, based
upon the average of the high and low prices for the Common Stock on
January 27, 2003.
</FN>
PART I
On May 14, 2002, Smith-Midland Corporation (the "Registrant") filed a
Registration Statement on Form S- 8 (File No. 333-88200) (the "Initial
Registration Statement") to register 575,000 shares of Common Stock, which are
issuable under the Registrant's 1994 Stock Option Plan, as amended (the "Plan").
The contents of the Initial Registration Statement are hereby incorporated by
reference in this Registration Statement. On July 22, 2002, the Plan was amended
to increase the number of shares of Common Stock issuable thereunder from
575,000 to 1,025,000. This Registration Statement on Form S-8 is being filed
pursuant to General Instruction E to Form S-8 under the Securities Act to
register such additional 450,000 shares of Common Stock issuable under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
--------
Set forth below are all exhibits to the Registration Statement:
Number Description
- ------ -----------
5.1 Opinion of Moomjian & Waite, LLP
10.1 Smith-Midland Corporation 1994 Stock Option Plan (as amended through
October 1, 2002)
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Moomjian & Waite, LLP (included in legal opinion filed
herewith as Exhibit 5.1.)
2
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
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 Midland, State of Virginia, on the 27th day of
January, 2003.
SMITH-MIDLAND CORPORATION
By: /s/ Rodney I. Smith
----------------------------------------------
Name: Rodney I. Smith
Title: President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ John K. Johnson
----------------------------------------------
Name: John K. Johnson
Title: Chief Financial Officer
(Principal Financial and Accounting 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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Rodney I Smith Director January 27, 2003
- --------------------------------
Rodney I. Smith
/s/ Ashley B. Smith Director January 27, 2003
- --------------------------------
Ashley B. Smith
/s/ Wesley A. Taylor Director January 27, 2003
- --------------------------------
Wesley A. Taylor
/s/ Andrew Kavounis Director January 27, 2003
- --------------------------------
Andrew Kavounis
3
SMITH-MIDLAND CORPORATION
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
Number Description
- ------ -----------
5.1 Opinion of Moomjian & Waite, LLP
10.1 Smith-Midland Corporation 1994 Stock Option Plan (as amended
through October 1, 2002)
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Moomjian & Waite, LLP (included in legal opinion filed
herewith as Exhibit 5.1.)
4