As filed with the Securities and Exchange Commission on April 22, 2002
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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BUTLER MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware 44-0188420
(State of Incorporation) (I.R.S. Employer Identification No.)
BUTLER MANUFACTURING COMPANY
STOCK INCENTIVE PLAN OF 2002
AND
2002 STOCK OPTION
PLAN FOR OUTSIDE
DIRECTORS
(Full Title of Plan)
1540 Genessee
Kansas City, Missouri 64102
(816) 968-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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John W. Huey
Vice President, General Counsel and Secretary
Butler Manufacturing Company
1540 Genessee
Kansas City, Missouri 64102
(816) 968-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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with copies to:
Carl W. Struby, Esq.
Lathrop & Gage L.C.
2345 Grand Boulevard, Suite 2800
Kansas City, Missouri 64108
(816) 292-2000
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CALCULATION OF REGISTRATION FEE
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Title of Each Amount To Be Proposed Maximum Proposed Maximum Amount of
Class of Securities Registered(1)(2) Offering Price(3) Aggregate Offering(3) Registration Fee
To Be Registered Per Share Price
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Common Stock, no par value (4) 319,000 $27.575 $8,796,425 $810
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(1) Plus such additional amount which may result from plan adjustment amounts,
stock dividends or similar transactions with respect to undistributed
shares.
(2) Of these shares, 279,000 are being registered for sale under the Stock
Incentive Plan of 2002 and 40,000 are being registered for sale under the
2002 Stock Option Plan for Outside Directors.
(3) Pursuant to Rule 457(c) and (h) under the Act, the proposed maximum offering
price per share and the proposed maximum aggregate offering price are
estimated solely for purposes of calculating the registration fee, and are
based upon the average of the high and low prices of the Common Stock of the
Company as reported on the New York Stock Exchange on April 17, 2002.
(4) Includes one preferred stock purchase right for each share of Common Stock,
pursuant to a Rights Agreement dated as of September 16, 1998 between the
Company and UMB Bank, N.A. Prior to the occurrence of certain events, the
rights will not be exercisable or evidenced separately from the shares of
Common Stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Section 10(a) prospectus relating to the Butler Manufacturing Company
Stock Incentive Plan of 2002 (the "Stock Incentive Plan") and the 2002 Stock
Option Plan for Outside Directors (the "Directors Plan" and collectively with
the Stock Incentive Plan, the "Plans") are omitted from this Registration
Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part of this
Registration Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;
2. All other reports filed by the Company under Sections 13(a) or 15(d) of
the Securities and Exchange Act of 1934 since December 31, 2001;
3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed October 18, 1996, including any
amendment or report filed for the purpose of updating such description; and
4. The description of preferred stock purchase rights set forth in the
Company's Registration Statement on Form 8-A filed on September 23, 1998,
including any amendment or report filed for the purpose of updating such
description.
In addition to the foregoing documents, documents subsequently filed by the
Company 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 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 date of filing
of these documents. Any statement contained herein or in a document all or a
portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
John W. Huey, who has given an opinion to the Company opining as to the
validity of the securities being issued pursuant to the Plans, is Vice
President, General Counsel and Secretary of the Company and is eligible to
participate in the Stock Incentive Plan. As of February 20, 2002, Mr. Huey
beneficially owned 23,593 shares of the Company's Common Stock., of which 18,000
shares were subject to then exercisable stock options granted under prior plans
of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that under
certain circumstances a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Company or is or was serving at its request in such capacity for
another corporation or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Delaware General Corporation Law also provides that
(1) a corporation may indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of any action or suit by
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or in the right of the corporation if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification is to be made with
respect to any matter as to which he or she has been adjudged liable unless
authorized by the court; (2) a corporation shall indemnify any such person
against expenses actually and reasonably incurred in defense of any such action
(whether or not by or in the right of the corporation) if such person has been
successful in defense of the action, suit or proceeding; and (3) a corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of another corporation or other enterprise
against any liability asserted against such person incurred by such person in
any such capacity, or arising out of such person's status as such, whether or
not the corporation would otherwise have the power to indemnify such person
against such liability.
Pursuant to the Delaware General Corporation Law, the Company's Restated
Certificate of Incorporation provides that each person who is involved in any
threatened, pending or completed action, suit or proceeding by reason of the
fact that the person is an officer or director of the Company or who, while an
officer or director of the Company, was serving at the request of the Company as
an officer or director of another enterprise (including an employee benefit plan
as a plan fiduciary), shall be indemnified by the Company to the fullest extent
authorized by the Delaware General Corporation Law; provided, that the Company
shall indemnify a person seeking indemnity in connection with a proceeding
initiated by such person only if such proceeding was authorized by the Board of
Directors; provided further, that the Company is not required to provide
indemnity with respect to any claim made against the director or officer (i) for
an accounting of profits made from the purchase or sale by the officer or
director of securities of the Company within the meaning of Section 16(b) of the
Securities Exchange Act of 1934 or (ii) for amounts paid in settlement of a
claim without the consent of the Company.
The indemnification provisions in the Company's Certificate of
Incorporation also entitle an officer or director to obtain payment of expenses
incurred by such person in defending against a proceeding in advance of the
outcome if such person undertakes in writing to repay such amounts if it shall
ultimately be determined that he or she is not entitled to indemnity.
The Company also has purchased a director's and officer's liability
insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Butler Manufacturing
Company (incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1996).
4.2 Bylaws of Butler Manufacturing Company as amended effective
November 27, 2001 (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001).
4.3 Certificate of Designations of Series A, Class 1 Preferred Stock of
Butler Manufacturing Company (incorporated by reference to Exhibit
A to Exhibit 1.1 to the Company's Form 8-A filed September 23,
1998).
4.4 Rights Agreement dated September 16, 1998 between Butler
Manufacturing Company and UMB Bank, N.A. which includes the form of
Rights as Exhibit C (incorporated by reference to Exhibit 1.1 to
the Company's Form 8-A filed September 23, 1998).
*4.5 Butler Manufacturing Company Stock Incentive Plan of 2002.
*4.6 Butler Manufacturing Company 2002 Stock Option Plan for Outside
Directors.
*5 Opinion of Counsel as to legality of the obligations being
registered hereby.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Counsel (included in the opinion filed as Exhibit 5 to
this Registration Statement).
*24.1 Certified Resolutions of the Board of Directors of the Company.
*24.2 Powers of Attorney executed by officers and directors of the
Company who have signed the Registration Statement.
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* Filed Herewith
ITEM 9. UNDERTAKINGS.
(a) The Company 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 the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) 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.
Provided, however, that paragraphs 1.(a)(i) and 1.(a)(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 by
the Company 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 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.
(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.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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 (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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 Company
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 Kansas City, Missouri, on the 18th day of April, 2002.
BUTLER MANUFACTURING COMPANY
By: /s/ John J. Holland*
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Name: John J. Holland
Title: Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Name Title Date
/s/ John J. Holland* Director, Chairman and Chief Executive Officer April 18, 2002
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John J. Holland (Principal Executive Officer)
/s/ Ronald E. Rutledge* Director and President April 18, 2002
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Ronald E. Rutledge
/s/ Larry C. Miller* Vice President-Finance (Principal Financial Officer) April 18, 2002
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Larry C. Miller
/s/ John T. Cole* Controller (Principal Accounting Officer) April 18, 2002
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John T. Cole
/s/ K. Dane Brooksher* Director April 18, 2002
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K. Dane Brooksher
/s/ Gary M. Christensen* Director April 18, 2002
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Gary M. Christensen
/s/ Susan F. Davis* Director April 18, 2002
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Susan F. Davis
/s/ C.L. William Haw* Director April 18, 2002
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C.L. William Haw
/s/ Robert J. Reintjes, Sr.* Director April 18, 2002
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Robert J. Reintjes, Sr.
/s/ Gary L. Tapella* Director April 18, 2002
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Gary L. Tapella
/s/ William D. Zollars* Director April 18, 2002
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William D. Zollars
John W. Huey, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above referenced directors and
officers of the Company pursuant to a Resolution and powers of attorney executed
by each of such persons and filed herewith as Exhibits 24.1 and 24.2,
respectively.
*By /s/ John W. Huey
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John W. Huey
Attorney-in-fact
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EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of Butler Manufacturing
Company (incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996).
4.2 Bylaws of Butler Manufacturing Company as amended effective January
19, 1999 (incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2001).
4.3 Certificate of Designations of Series A, Class 1 Preferred Stock of
Butler Manufacturing Company (incorporated by reference to Exhibit A
to Exhibit 1.1 to the Company's Form 8-A filed September 23, 1998).
4.4 Rights Agreement dated September 16, 1998 between Butler
Manufacturing Company and UMB Bank, N.A. which includes the form of
Rights as Exhibit C (incorporated by reference to Exhibit 1.1 to the
Company's Form 8-A filed September 23, 1998).
*4.5 Butler Manufacturing Company Stock Incentive Plan of 2002.
*4.6 Butler Manufacturing Company 2002 Stock Option Plan for Outside
Directors.
*5 Opinion of Counsel as to legality of the obligations being
registered hereby.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Counsel (included in the opinion filed as Exhibit 5 to
this Registration Statement).
*24.1 Certified Resolutions of the Board of Directors of the Company.
*24.2 Powers of Attorney executed by officers and directors of the Company
who have signed the Registration Statement.
* Filed Herewith
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