As filed with the Securities and Exchange Commission on October 17, 2006
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-0366390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 3001
LANCASTER, PENNSYLVANIA 17604
(Address of principal executive offices) (Zip Code)
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2006 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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WALTER T. GANGL, ESQ.
ASSISTANT SECRETARY AND DEPUTY GENERAL COUNSEL
P.O. BOX 3001
LANCASTER, PENNSYLVANIA 17604
(717) 396-5003
(Name, address and telephone number, including area code,
of agent for service of process)
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CALCULATION OF REGISTRATION FEE
================ ============== ============== =============== =================
Title of Proposed
Each Class of Proposed Maximum
Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
---------------- -------------- -------------- --------------- -----------------
Common Shares, 5,349,000 $ 35.00 $187,215,000.00 $20,032.01
$0.01 par value Shares
================ ============== ============== =============== =================
(1) Estimated pursuant to Rule 457 (c) and (h) of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Securities
Act"), solely for purposes of calculating the registration fee.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 (Items 1 and 2) is included
in documents sent or given to participants in the Armstrong World Industries,
Inc. (the "Company") 2006 Long-Term Incentive Plan pursuant to Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act").
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and
Exchange Commission (the "Commission") and are incorporated herein by reference
and made a part hereof:
(a) The Company's latest Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 filed by Armstrong World Industries, Inc., on February,
24 2006.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2006 filed with the Commission on April 27, 2006 and June
30, 2006 filed with the Commission on July 27, 2006 and its Current
Reports on Form 8-K filed with the Commission on March 14, May 30, August
18, August 23, October 2 and October 10, 2006*.
(c) The description of the Company's Common Shares, par value $0.01 per share
(the "Common Shares") contained in the Company's Form 8-A, filed with the
Commission on October 10, 2006 including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") prior to the filing of a post-effective amendment that
indicates that all securities offered pursuant to this Registration Statement
have been sold, or that deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference herein and to be a part hereof
from the dates of filing of such documents.
Any statement contained in a document 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
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* The Company furnished Current Reports on Form 8-K to the Commission under Item
2.02, Results of Operations and Financial Condition, or Item 7.01, Regulation FD
Disclosure, on May 1, August 1 and September 1, 2006. Pursuant to General
Instruction B of Form 8-K, such reports furnished under Item 2.02 and Item 7.01
are not deemed to be "filed" with the Commission for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section. Armstrong has not incorporated such reports by reference into a
filing under the Securities Act or the Exchange Act and does not by this
reference to such reports incorporate such reports in this Registration
Statement.
2
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subchapter D of Chapter 17 of the Pennsylvania Business Corporations
Law (the "PBCL") provides in general that a corporation may indemnify any
person, including its directors, officers and employees, who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative
(including actions by or in the right of the corporation) by reason of the fact
that he or she is or was a representative of or serving at the request of the
corporation, against expenses (including legal fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with the action or proceeding if he or she is determined by the board
of directors, or in certain circumstances by independent legal counsel to the
shareholders, to have 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 proceeding, had no reason to believe his or her
conduct was unlawful. In the case of actions by or in the right of the
corporation, indemnification is not permitted in respect of any claim, issue or
matter as to which the person has been adjudged to be liable to the corporation
except to the extent a court determines that the person is fairly and reasonably
entitled to indemnification. In any case, to the extent that the person has been
successful on the merits or otherwise in defense of any claim, issue or matter,
he or she shall be indemnified against expenses (including legal fees) actually
and reasonably incurred by him or her in connection therewith. Subchapter D of
Chapter 17 also provides that the indemnification permitted or required thereby
is not exclusive of any other rights to which a person seeking indemnification
may be entitled.
The Company's Bylaws provide that the Company shall indemnify any
person who was or is made a party to, or threatened to be made a party to, or is
involved in, any action, suit, or proceeding (including actions by or in the
right of the Company) by reason of the fact that he or she is or was a director
or officer of the Company (or is or was serving at the request of the Company as
a director, officer, trustee, employee, or agent of a related enterprise
including service with respect to an employee benefit plan or is or was serving
at the specific written request of the Company as a director, officer, trustee,
employee, or agent of an unrelated enterprise) against all expenses and
liability he or she actually incurs, including, without limitation, judgments
and amounts paid or to be paid in settlement of or in actions brought by or in
the right of the Company, to the fullest extent permitted by law. Also,
directors and officers are entitled to payment in advance of expenses incurred
in defending any such action, suit or proceeding, upon receipt of an undertaking
to repay all amounts so advanced if it is ultimately determined that they are
not entitled to be indemnified or, in the case of criminal action, a majority of
the Board of Directors so determines. In addition, the Company has entered into
indemnification agreements with each of its directors which entitle the director
to indemnification for certain expenses to the fullest extent permitted by law.
3
Article SIXTH, Section (D) of the Company's Amended and Restated
Articles of Incorporation also provides, pursuant to Section 1713 of the PBCL,
that a director of the Company shall not be personally liable for monetary
damages as such for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his/her office
under Section 1712 of the PBCL (relating to standard of conduct and justifiable
reliance) and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. This limitation on the personal liability of
directors of the Company does not apply to: (1) the responsibility or liability
of a director pursuant to any criminal statute or (2) the liability of a
director for the payment of taxes pursuant to local, state or federal law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit No. Description Method of Filing
----------- ----------- ----------------
4.1 Amended and Restated Articles of Incorporated by reference to
Incorporation of Armstrong World Exhibit 3.1 to the Company's
Industries, Inc. Current Report on Form 8-K
filed on October 2, 2006.
4.2 Bylaws of Armstrong World Incorporated by reference to
Industries, Inc. Exhibit 3.2 to the Company's
Current Report on Form 8-K
filed on October 2, 2006.
4.3 Armstrong World Industries, Inc. Incorporated by reference to
2006 Long-Term Incentive Plan. Exhibit 10.4 to the
Company's Current Report on
Form 8-K filed on October 2,
2006.
5.1 Opinion of Reed Smith LLP Filed herewith.
regarding the legality of the
securities being registered.
23.1 Consent of Reed Smith LLP. Included in the opinion
filed as Exhibit 5.1 to this
Registration Statement.
23.2 Consent of Independent Registered Filed herewith.
Public Accounting Firm
concerning incorporation of
report on registrant's
financials.
23.3 Consent of Independent Registered Filed herewith.
Public Accounting Firm
concerning incorporation of
report on WAVE's financials.
4
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(1) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(2) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement; and
(3) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1) and (a)(2) 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 Exchange Act
that are incorporated by reference in this Registration Statement.
(b) That, for the purposes of determining any liability under the
Securities 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.
(c) 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.
(d) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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.
5
(e) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(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
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of
Lancaster, Commonwealth of Pennsylvania, on the 10th day of October, 2006.
ARMSTRONG WORLD INDUSTRIES, INC.
Dated: October 10, 2006 By: /s/ F. Nicholas Grasberger
-----------------------------------
F. Nicholas Grasberger,
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
Dated: October 10, 2006 By: /s/ Michael D. Lockhart
-----------------------------------
Michael D. Lockhart,
Chairman and Chief Executive
Officer, and Director
Dated: October 10, 2006 By: /s/ F. Nicholas Grasberger
-----------------------------------
F. Nicholas Grasberger,
Senior Vice President and Chief
Financial Officer
Dated: October 10, 2006 By: /s/ William C. Rodruan
-----------------------------------
William C. Rodruan
Vice President & Controller
(Principal Accounting Officer)
6
Dated: October 10, 2006 By: /s/ Judith R. Haberkorn
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Judith R. Haberkorn, Director
Dated: October 10, 2006 By: /s/ John J. Roberts
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John J. Roberts, Director
Dated: October 10, 2006 By: /s/ James J. Gaffney
-----------------------------------
James J. Gaffney, Director
Dated: October 10, 2006 By: /s/ Robert C. Garland
-----------------------------------
Robert C. Garland, Director
Dated: By:
-----------------------------------
Scott D. Miller, Director
Dated: October 10, 2006 By: /s/ Russell F. Peppet
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Russell F. Peppet, Director
Dated: October 10, 2006 By: /s/ Arthur J. Pergament
-----------------------------------
Arthur J. Pergament, Director
Dated: October 10, 2006 By: /s/ Alexander M. Sanders, Jr.
-----------------------------------
Alexander M. Sanders, Jr., Director
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EXHIBIT INDEX
Exhibit No. Description Method of Filing
----------- ----------- ----------------
4.1 Amended and Restated Articles of Incorporated by reference to
Incorporation of Armstrong World Exhibit 3.1 to the Company's
Industries, Inc. Current Report on Form 8-K
filed on October 2, 2006.
4.2 Bylaws of Armstrong World Incorporated by reference to
Industries, Inc. Exhibit 3.2 to the Company's
Current Report on Form 8-K
filed on October 2, 2006.
4.3 Armstrong World Industries, Inc. Incorporated by reference to
2006 Long-Term Incentive Plan. Exhibit 10.4 to the
Company's Current Report on
Form 8-K filed on October 2,
2006.
5.1 Opinion of Reed Smith LLP Filed herewith.
regarding the legality of the
securities being registered.
23.1 Consent of Reed Smith LLP. Included in the opinion
filed as Exhibit 5.1 to this
Registration Statement.
23.2 Consent of Independent Registered Filed herewith.
Public Accounting Firm
concerning incorporation of
report on registrant's
financials.
23.3 Consent of Independent Registered Filed herewith.
Public Accounting Firm
concerning incorporation of
report on WAVE's financials.
8