As filed with the Securities and Exchange Commission on December 15,
2005.
Registration No. 333-
___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________
ART'S-WAY MANUFACTURING CO., INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 42-0920725
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
5556 Highway 9, Armstrong, Iowa 50514
(Address of Principal Executive Offices) (ZIP Code)
2001 ART'S-WAY MANUFACTURING CO., INC.
DIRECTOR STOCK OPTION PLAN (1)
(Full Title of the Plan)
MICHAEL C. PALLESEN
CLINE, WILLIAMS, WRIGHT, JOHNSON & OLDFATHER, L.L.P.
1125 SOUTH 103rd STREET, SUITE 320
OMAHA, NEBRASKA 68124-1090
402-397-1700
402-397-1806
(Name and Address of Agent for Service)
(1) Art's-Way Manufacturing Co., Inc. (the "Company") has reserved
and is registering 50,000 shares of Common Stock for issuance pursuant
to the 2001 Art's-Way Manufacturing Co., Inc. Director Stock Option
Plan.
CALCULATION OF REGISTRATION FEE
Title Of Proposed
Each Class Of Proposed Maximum Maximum Amount Of
Securities Amount To Be Offering Price Aggregate Registration
To Be Registered Registered Per Unit (1)(2) Offering Price(2) Fee
Common Stock 50,000 $5.34 $267,000 $31.78
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The proposed maximum offering price was determined in accordance
with Rule 457(c) under the Securities Act of 1933, using $5.34 per share
as the average high and low prices of the Common Stock on December 8,
2005.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be delivered to employees, officers and directors in accordance with
Form S-8 and Rule 428(b)(1) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this registration
statement the following documents previously filed with the Securities
and Exchange Commission (the "Commission"):
(1) The Company's latest Annual Report on Form 10-KSB for the fiscal
year ended November 30, 2004, filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
containing audited consolidated financial statements for the Company's
latest fiscal year; and
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the
filing of such documents.
Item 4. Description of Securities.
The authorized capital stock of the Company consists of Five Million
(5,000,000) shares of Common Stock consisting of a single class and of a
single series. All shares have a par value of one cent ($.01).
Each share has one vote on all corporate maters, including the election
of directors. Cumulative voting is not allowed, which means that the
holders or holder of a majority of the outstanding shares may elect all
the directors to the exclusion of the holder or holders of a minority of
the shares.
Each share is entitled to share pro rata in any liquidating dividend
upon dissolution, liquidation or winding up of the Company, after paying
or providing payment for all indebtedness of and claims against the
Company which are prior to the claims of the Common Stock.
Each share is entitled to share pro rata in any dividends, when, as and
if declared. There can be no assurance of the payment of any dividend
since the payment of dividends depends on earnings, surplus, the cash
requirements of the business and the covenants of any loan indentures,
which may restrict the amount of surplus available for dividends.
Outstanding shares and shares to be issued pursuant to this registration
statement are and will be duly authorized, validly issued, fully paid
and non-assessable for future calls or assessments by the Company.
Holders of the shares of Common Stock do not have any preemptive or
preferential rights to subscribe to additional shares of Common Stock,
securities convertible into Common Stock or rights, warrants or options
to purchase such shares.
There are no provisions for the redemption of Common Stock.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The provision regarding indemnification of directors and officers is
found in the Bylaws of the Company which are incorporated by reference
to Exhibit 3 to the Form 10-K for the fiscal year ended May 27, 1989.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Please see the Exhibit Index on page 9.
Item 9. Undertakings.
(a) 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 prospectuses required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events 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. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value 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
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
twenty percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective 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 (a) (1) (i) and (a) (1) (ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and 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 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 the registration statement.
(2) That, for 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 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 are made unsold at the termination
of the offering.
(b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act of 1934) that is incorporated by reference in the 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.
(h) 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
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, 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.
SIGNATURES
The Registrant. 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 Armstrong, State of
Iowa, on December 15, 2005.
ART'S-WAY MANUFACTURING CO., INC.
/s/ John C. Breitung /s/ Carrie L. Majeski
John C. Breitung, Carrie L. Majeski,
Chief Executive Officer Chief Financial 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/ J. Ward McConnell, Jr.
J. Ward McConnell, Jr. Director and December 15, 2005
Chairman of the Board
/s/ David R. Castle
David R. Castle Director December 15, 2005
/s/ George A. Cavanaugh, Jr.
George A. Cavanaugh, Jr. Director December 15, 2005
/s/ James L. Koley
James L. Koley Director December 15, 2005
/s/ Douglas McClellan
Douglas McClellan Director December 15, 2005
/s/ Marc H. McConnell
Marc H. McConnell Director December 15, 2005
/s/ Thomas E. Buffamante
Thomas E. Buffamante Director December 15, 2005
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the following persons, in their capacities as the Plan Committee, have
duly caused the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Armstrong, State
of Iowa, on December 15, 2005.
Signature Title Date
/s/ David R. Castle
David R. Castle Director December 15, 2005
/s/ George A. Cavanaugh, Jr.
George A. Cavanaugh, Jr. Director December 15, 2005
/s/ James L. Koley
James L. Koley Director December 15, 2005
/s/ Douglas McClellan
Douglas McClellan Director December 15, 2005
EXHIBIT INDEX
Exhibit
Number Exhibit
5.1 Opinion of Counsel (filed herewith).
23.1 Consent of McGladrey & Pullen, LLP (filed herewith).
23.2 Consent of Counsel (included in Exhibit 5.1).
99.1 2001 Art's-Way Manufacturing Co., Inc. Director Stock Option
Plan (incorporated by reference to Exhibit 10.3.1 of the Annual Report
on Form 10-K for the fiscal year ended November 30, 2002).