Cameron Ashley Building Products Inc – ‘S-8’ on 4/4/97

As of:  Friday, 4/4/97   ·   Effective:  4/4/97   ·   Accession #:  912057-97-11964   ·   File #:  333-24515

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     32K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   2      9K 
 3: EX-23.2     Consent of Experts or Counsel                          1      5K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997           
                                         REGISTRATION NO. 333-
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

----------------------

CAMERON ASHLEY BUILDING PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 GEORGIA                                        58-1984957
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER         
INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)      

 11651 PLANO ROAD, SUITE 100, DALLAS, TEXAS  75243
(214) 860-5100
 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
 AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

CAMERON ASHLEY BUILDING PRODUCTS, INC.
 1996 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)

----------------------

F. DIXON MCELWEE
CAMERON ASHLEY BUILDING PRODUCTS, INC.
 11651 PLANO ROAD, SUITE 100
DALLAS, TEXAS  75243
(214) 860-5100

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,  
 OF AGENT FOR SERVICE)

COPIES TO:
 DOUGLAS B. CHAPPELL, ESQ.
 ALSTON & BIRD
 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA  30309-3424
(404) 881-7000
(404) 881-7777 (FAX)

----------------------

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]
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                                  PROPOSED MAXIMUM  PROPOSED MAXIMUM                   
TITLE OF SECURITIES  AMOUNT TO BE  OFFERING PRICE  AGGREGATE OFFERING    AMOUNT OF     
 TO BE REGISTERED   REGISTERED (1)  PER SHARE (2)       PRICE (2)     REGISTRATION FEE 
---------------------------------------------------------------------------------------
                                                                                       
Common Stock          1,500,000       $13.875         $20,812,500          $6,307      
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------

(1) Of the 1,500,000 shares being registered, all are reserved for issuance     
pursuant to stock incentives.                                           
(2) Estimated solely for purposes of calculating the registration fee pursuant  
 to Rule 457(c), based upon the average of high and low prices reported on
the NASDAQ National Market System on April 1, 1997.                     
------------------------------------------------------------------------------- 
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PART I  
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  The documents constituting Part I of this Registration Statement will be
sent or given to participants in the Plan as specified by Rule 428(b)(1)        
under 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 filed by Cameron Ashley Building Products, Inc.
(the "Company") with the Securities and Exchange Commission (the                
"Commission") are incorporated by reference in this Registration Statement:     

(a) The Company's Annual Report on Form 10-K for the fiscal year ended        
October 31, 1996.                                                     
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended         
January 31, 1997.                                                     
(c) The description of the Company's Common Stock contained in the            
Company's Registration Statement, filed pursuant to Section 12 of the 
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 Exchange Act after the date of this           
Registration Statement, and 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 herein and to be part hereof from the date of         
filing of such documents.                                                       

ITEM 4.   DESCRIPTION OF SECURITIES                                             

Not Applicable.                                                                 

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL                                

Not Applicable.                                                                 

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

The Registrant's Amended and Restated Bylaws, as amended, and the     
Amended and Restated Articles of Incorporation, as amended, provide that        
directors and officers of the Registrant will be indemnified by the             
Registrant to the fullest extent authorized by Georgia law, as it now exists    
or may in the future be amended, against all expenses and liabilities           
reasonably incurred in connection with service for or on behalf of the          
Registrant.  The Amended and Restated Articles of Incorporation, as amended,    
also provide that the right of directors and officers to indemnification is     
not exclusive of any other right now possessed or hereafter acquired under      
any statute, agreement or otherwise.  The Registrant and its officers and       
directors have entered into indemnification agreements provided for mandatory   
indemnification consistent with the provisions in the Bylaws.                   

 The Registrant's Amended and Restated Articles of Incorporation provide
that Directors of the Registrant will not be personally liable for monetary     
damages to the Registrant for certain breaches of their fiduciary duty as       

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directors, except for (i) any appropriation of any business opportunity of      
the Company in violation of his duties to the Registrant or its shareholders,   
(ii) acts or omissions which involve intentional misconduct or a knowing        
violation of law, (iii) approval of certain illegal dividends or redemptions    
and (iv) transactions approved by the directors from which they derive an       
improper personal benefit.  In appropriate circumstances, equitable remedies    
or nonmonetary relief, such as an injunction, will remain available to a        
shareholder seeking redress from any such violation.  In addition, the          
provision applies only to claims against a director arising out of his role     
as a director and not in any other capacity (such as an officer or employee     
of the Registrant).                                                             

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED                                   

Not Applicable.                                                                 

ITEM 8.   EXHIBITS                                                              

4.1  Amended and Restated Certificate of Incorporation (Incorporated by         
reference to Exhibit 3.1 of the Company's Registration Statement on   
Form S-1 filed with the Commission on February 8, 1994). (Registration
No. 33-75054)                                                         

4.2  Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 of   
the Registrant's Registration Statement on Form S-1 filed with the    
Commission on February 8, 1994) (Registration No. 33-75054).          

5    Opinion of Alston & Bird, counsel to Registrant, as to the legality of the 
securities being registered.                                          

23.1 Consent of Alston & Bird (included in Exhibit 5)                           

23.2 Consent of Deloitte & Touche LLP                                           

24   Power of Attorney (see signature pages to this Registration Statement)     

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 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.

          (2) That, for the 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 remain 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          
Securities Exchange Act of 1934) that is incorporated by reference in the       
Registration Statement shall be deemed to be a new registration statement       
relating to the                                                                 

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securities offered therein, and the offering of such securities                 
at that time shall be deemed to be the initial  BONA FIDE offering thereto.     

(c)  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.                                                     

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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 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 Dallas, State of Texas, on            
April 2, 1997.                                                                  

                  CAMERON ASHLEY BUILDING PRODUCTS, INC.

     By:  /s/ F. Dixon McElwee
                     -----------------------------------
F. Dixon McElwee
                        Vice President - Chief Financial Officer

POWER OF ATTORNEY   

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature  
appears below constitutes and appoints F. Dixon McElwee, Ronald R. Ross and     
Walter J. Muratori, and each of them, as true and lawful attorneys-in-fact      
and agents, with full power of substitution and resubstitution for him or her   
and in his name or her name, place and stead, in any and all capacities, to     
sign any and all amendments (including post-effective amendments) to this       
Registration Statement, and to file the same, with all exhibits thereto, and    
other documents in connection therewith, with the Securities and Exchange       
Commission, granting unto said attorneys-in-fact and agents, 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 and to   
all intents and purposes as he or she might or could do in person, hereby       
ratifying and confirming all which said attorneys-in-fact and agents or any     
of them, or their or his or her 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 in the          
capacities and on the dates indicated.                                          

   /s/ Ronald R. Ross         Chairman of the Board and          April 2, 1997
-----------------------------  Chief Executive Officer                          
Ronald R. Ross            (Principal Executive Officer)               

   /s/ Walter J. Muratori     President and Director             April 2, 1997
-----------------------------                                                   
Walter J. Muratori                                                    

   /s/ F. Dixon McElwee       Vice President -- Chief Financial  April 2, 1997
-----------------------------  Officer (Principal Financial and                 
F. Dixon McElwee          Accounting Officer)                         

   /s/ J. Veronica Biggins    Director                           April 2, 1997
-----------------------------                                                   
J. Veronica Biggins                                                   

   /s/ Richard L. Cravey      Director                           April 2, 1997
-----------------------------                                                   
Richard L. Cravey                                                     

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   /s/ Harry K. Hornish       Director                           April 2, 1997
-----------------------------                                                   
Harry K. Hornish                                                      

   /s/ Donald S. Huml         Director                           April 2, 1997
-----------------------------                                                   
Donald S. Huml                                                        

   /s/ Allen J. Keesler, Jr.  Director                           April 2, 1997
-----------------------------                                                   
Allen J. Keesler, Jr.                                                 

   /s/ Don A. Rice, Ph.D.     Director                           April 2, 1997
-----------------------------                                                   
Don A. Rice, Ph.D.                                                    

   /s/ Edwin A. Whalen, Jr.   Director                           April 2, 1997
-----------------------------                                                   
Edwin A. Whalen, Jr.                                                  

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EXHIBIT INDEX 

EXHIBIT                                                                         
NUMBER              DESCRIPTION OF EXHIBIT                                 PAGE 
-------             ----------------------                                 ---- 
5     Opinion of Alston & Bird, counsel to the Registrant,                
as to legality of Securities being registered                 

23.1   Consent of Alston & Bird (contained in Exhibit 5)                    

23.2   Consent of Deloitte & Touche LLP                                     

24     Power of Attorney (contained on page II-4)                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/4/97		1
		4/2/97		5		6
		4/1/97		1
		1/31/97		2					10-Q,  DEF 14A
		10/31/96		2					10-K405
		2/8/94		3
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