As filed with the Securities and Exchange Commission on June 26, 2002
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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DREW INDUSTRIES INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 13-3250533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Mamaroneck Avenue
White Plains, New York 10601
(914) 428-9098
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Drew Industries Incorporated
2002 Equity Award and Incentive Plan
(Full Title of Plan)
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Leigh J. Abrams
President
Drew Industries Incorporated
200 Mamaroneck Avenue
White Plains, New York 10601
(914) 428-9098
(name and address, including zip code and telephone number,
including area code of agent for service)
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Copies to:
Harvey F. Milman, Esq.
Phillips Nizer LLP
666 Fifth Avenue
New York, New York 10103
(212) 977-9700
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount of
Title of Each Class of Amount to be Maximum Offering Maximum Aggregate Registration
Securities to be Registered Registered(1) Price Per Share Offering Price Fee
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Common Stock, $.01 par value ....... 920,666 $15.115 (1)(2) $13,915,866(2) $1,280.26
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(1) Used only for purpose of calculating the amount of the registration fee.
(2) The registration fee is based upon the average of the high and low prices
of the shares of Common Stock as reported on the American Stock Exchange
on June 19, 2002, as prescribed by Rule 457(c).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Drew Industries
Incorporated (the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are hereby incorporated by reference in this Registration
Statement:
1. Annual Report on Form 10-K, for the fiscal year ended December 31,
2001.
2. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2002.
3. The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed pursuant to Section 12 of
the Securities Exchange Act of 1934, and any amendment or report
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the date of the Registration Statement 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 into this Registration
Statement and to be a part hereof from the respective dates of filing such
documents.
The Registrant will provide without charge to any participant in the Drew
Industries Incorporated 2002 Equity Award and Incentive Plan (the "Plan"), at
the request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents).
Requests should be directed to Harvey J. Kaplan, Treasurer, 200 Mamaroneck
Avenue, White Plains, New York 10601, (914) 428-9098.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Certain matters with respect to the validity of the Registrant's Common
Stock to be issued pursuant to the Plan are being passed upon for the Registrant
by Phillips Nizer LLP, New York, New York. Harvey F. Milman, Esq., a member of
said firm, is an Assistant Secretary of the Registrant and beneficially owns
17,200 shares of the Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers a domestic
corporation to indemnify any of its officers, directors, employees or agents
against expenses, including reasonable attorney's fees, judgments, fines and
amounts paid in settlement which were actually
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and reasonably incurred by such person in connection with any action, suit or
similar proceeding brought against them because of their status as officers,
directors, employees or agents of the Registrant if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the subject conduct was unlawful.
If the claim was brought against any such person by or in the right of the
Registrant, the Registrant may indemnify such person for such expenses if such
person acted in good faith and in a manner reasonably believed by such person to
be in or not opposed to the best interests of the Registrant, except no
indemnity shall be paid if such person shall be adjudged to be liable for
negligence or misconduct unless a court of competent jurisdiction, upon
application, nevertheless permits such indemnity (to all or part of such
expenses) in view of all the circumstances.
The Registrant's Restated Certificate of Incorporation provides that the
Registrant may indemnify its officers, directors, employees or agents to the
full extent permitted by Section 145 of the Delaware General Corporation Law. In
addition, the Restated Certificate of Incorporation provides that no director of
the Registrant shall be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the 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 Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors, officers or
persons controlling the Registrant, pursuant to the foregoing provisions, the
Registrant has been informed 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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Nos. Description of Exhibits
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5.1* Opinion of Phillips Nizer LLP
10.1+ Drew Industries Incorporated 2002 Equity Award and Incentive
Plan
23.1* Consent of KPMG LLP
23.3* Consent of Philips Nizer LLP (included in Exhibit 5.1)*
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* Filed herewith.
+ Incorporated by reference to Exhibit A to the Proxy Statement of the
Registrant dated April 10, 2002.
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Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(i) 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 change to such
information in the Registration Statement.
(ii) That, for the purpose of determining any liability under the
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.
(iii) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or 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 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 hereunder, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for the 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 White Plains, State of New York, on the 24th day
of June, 2002.
DREW INDUSTRIES INCORPORATED
By /s/ Leigh J. Abrams
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Leigh J. Abrams, President
POWER OF ATTORNEY
Each person whose signature appears below appoints Leigh J. Abrams and
Fredric M. Zinn and each of them, any of whom may act without the joinder of the
other, as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her 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 on Form S-8, and to file the same, with all exhibits thereto, and all
other documents in connection, therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or would do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his or her substitute and substitutes, may
lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ Leigh J. Abrams Director, President and Chief June 24, 2002
-------------------------------------- Executive Officer (Principal
Leigh J. Abrams Executive Officer)
/s/ Fredric M. Zinn Executive Vice President and Chief June 24, 2002
-------------------------------------- Financial Officer (Principal
Fredric M. Zinn Financial and Accounting Officer)
/s/ Edward W. Rose, III Chairman of the Board June 24, 2002
-------------------------------------- And Director
Edward W. Rose, III
/s/ David L. Webster Director June 24, 2002
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David L. Webster
/s/ L. Douglas Lippert Director June 24, 2002
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L. Douglas Lippert
/s/ James F. Gero Director June 24, 2002
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James F. Gero
/s/ Gene H. Bishop Director June 24, 2002
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Gene H. Bishop
/s/ Frederick B. Hegi, Jr. Director June 24, 2002
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Frederick B. Hegi, Jr.
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Exhibit Index
Exhibit Nos. Description of Exhibits Page No.
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5.1 Opinion of Phillips Nizer LLP
23.1 Consent of KPMG LLP
23.3 Consent of Philips Nizer LLP (included in Exhibit 5.1)*
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