Registration No. 333-_________
As filed with the Securities and Exchange Commission on November 23, 2004
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
SILGAN HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1269834
(State of Incorporation) (I.R.S. Employer Identification No.)
4 Landmark Square
Stamford, Connecticut 06901
(Address of principal executive offices)
----------------------
Silgan Holdings Inc.
2004 Stock Incentive Plan
(Full title of plan)
----------------------
Frank W. Hogan, III
Senior Vice President, General Counsel
and Secretary
Silgan Holdings Inc.
4 Landmark Square
Stamford, Connecticut 06901
(203) 975-7110
(Name and address of agent for service, including telephone number)
----------------------
Copy to:
Pillsbury Winthrop LLP
695 East Main Street
Stamford, Connecticut 06904-6760
(203) 348-2300
Attention: Robert J. Rawn, Esq.
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered(1) per share price fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 20,000(2) $46.95(3) $939,000.00(3) $118.97(3)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 880,000(2) $49.415(4) $43,485,200.00(4) $5,509.58(4)
--------------------------------------------------------------------------------------------------------------------
Total 900,000 $44,424,200.00 $5,628.55
====================================================================================================================
-------------------------
1 In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement shall also
cover additional shares of Common Stock that become issuable by reason of
any stock split, stock dividend, recapitalization or other similar
transaction in accordance with anti-dilution provisions of the 2004 Stock
Incentive Plan.
2 Of the 900,000 shares of Common Stock available under the 2004 Stock
Incentive Plan, as of the date hereof, options with respect to an aggregate
of 20,000 shares of Common Stock have been issued and an aggregate of
880,000 shares of Common Stock remain available for the grant of future
awards.
3 The proposed maximum offering price per share, proposed maximum aggregate
offering price and amount of registration fee for the 20,000 shares of
Common Stock issuable with respect to options granted under the 2004 Stock
Incentive Plan as of the date hereof were calculated pursuant to Rule
457(h) under the Securities Act, based on the exercise price for such
options.
4 The proposed maximum offering price per share, proposed maximum aggregate
offering price and amount of registration fee for the 880,000 shares of
Common Stock available for the grant of future awards under the 2004 Stock
Incentive Plan were calculated pursuant to Rule 457(h) under the Securities
Act, based on the average of the high and low sales prices of the Common
Stock on November 19, 2004 as quoted on the Nasdaq National Market System.
PART I
INFORMATION REQUIRED IN A SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in this Part I
will be sent or given to employees and directors as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. Such
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Item 1. Plan Information.
See Note above.
Item 2. Registrant Information and Employee Plan Annual Information.
See Note above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have heretofore been filed by Silgan
Holdings Inc. (the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference herein and shall be deemed to be a part hereof:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 (File No. 000-22117).
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2004 (File No. 000-22117).
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2004 (File No. 000-22117).
4. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2004 (File No. 000-22117).
5. The Registrant's Current Reports on Form 8-K filed on May 3, 2004, May
11, 2004, July 30, 2004, August 18, 2004, September 16, 2004 and November 5,
2004 (File No. 000-22117).
1
6. Description of the Registrant's Common Stock contained in the
registration statement filed with the Commission under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, excluding a Current Report on Form 8-K or any portion thereof
(and any related exhibits) that has been "furnished" to, but not "filed" with,
the Commission, shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that any documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made by this
Registration Statement is in effect and prior to the filing with the Commission
of the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The securities being registered hereunder consist of shares of Common Stock
of the Registrant.
The Common Stock being registered hereunder has been registered pursuant to
Section 12 of the Exchange Act and a description of the Common Stock is
incorporated by reference into the Registrant's registration statement filed
with the Commission under the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law makes provision for the
indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors of the Registrant under certain circumstances
from liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. The Restated Certificate of Incorporation and Amended and
Restated By-laws of the Registrant provide for indemnification of officers and
directors against costs and expenses incurred in connection with any action or
suit to which such person is a party to the fullest extent permitted by the
Delaware General Corporation Law. The Registrant has purchased directors' and
officers' liability insurance covering certain liabilities that
2
may be incurred by the directors and officers of the Registrant in connection
with the performance of their duties. Certain of the Registrant's affiliates
also maintain insurance and provide indemnification substantially similar to the
foregoing.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
(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.
Notwithstanding the foregoing, any increase or decrease in 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 20 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 (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 with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement
3
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.
(2) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 the time shall be deemed to be the initial bona fide offering
hereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
4
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 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 Stamford, State of Connecticut, on the 23rd day of
November, 2004.
SILGAN HOLDINGS INC.
By: /s/ R. Philip Silver
--------------------
R. Philip Silver
Co-Chairman of the Board and
Co-Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints R. Philip Silver and D. Greg Horrigan,
and each or any of them, his true and lawful attorney-in-fact and to act for him
and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed pursuant to the Securities Act of
1933 in connection with the registration of shares of Common Stock, par value
$.01 per share, of Silgan Holdings Inc., and any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ R. Philip Silver
-------------------------- Co-Chairman of the Board and November 23, 2004
(R. Philip Silver) Co-Chief Executive Officer
(Principal Executive Officer)
/s/ D. Greg Horrigan
-------------------------- Co-Chairman of the Board and November 23, 2004
(D. Greg Horrigan) Co-Chief Executive Officer
(Principal Executive Officer)
5
Signature Title Date
--------- ----- ----
/s/ John W. Alden
-------------------------- Director November 23, 2004
(John W. Alden)
/s/ Jeffrey C. Crowe
-------------------------- Director November 23, 2004
(Jeffrey C. Crowe)
/s/ William C. Jennings
-------------------------- Director November 23, 2004
(William C. Jennings)
/s/ Edward A. Lapekas
-------------------------- Director November 23, 2004
(Edward A. Lapekas)
/s/ Robert B. Lewis
-------------------------- Executive Vice President and November 23, 2004
(Robert B. Lewis) Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
6
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
EXHIBITS
filed with
Registration Statement
on
Form S-8
under
The Securities Act of 1933
------------------
Silgan Holdings Inc.
2004 Stock Incentive Plan
SILGAN HOLDINGS INC.
(Exact name of registrant as specified in its charter)
================================================================================
EXHIBIT INDEX
Silgan Holdings Inc. 2004 Stock Incentive Plan
Exhibit
Number Description
------ -----------
*4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 filed with the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, Commission File No. 000-22117).
*4.2 Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996,
Commission File No. 000-22117).
5 Opinion of Pillsbury Winthrop LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5).
24 Power of Attorney (contained on the signature page hereof).
99.1 Silgan Holdings Inc. 2004 Stock Incentive Plan.
------------------------------------
* Incorporated by reference.