Morgan Products Ltd – ‘S-8’ on 9/30/96

As of:  Monday, 9/30/96   ·   Effective:  9/30/96   ·   Accession #:  914760-96-207   ·   File #:  333-13025

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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            4±    28K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   2±     9K 
 3: EX-24       Power of Attorney                                      1      5K 

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

As filed with the Securities and Exchange Commission on September 30, 1996      
                                                   Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549

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

MORGAN PRODUCTS LTD.
 (Each name of registrant as specified in its charter)

      Delaware                          06-1095650
(State or other jurisdiction of         (I.R.S. Employer  
  incorporation or organization)         Identification No.)

469 McLaws Circle, Willimsburg, Virginia            23185               
(Address of principal executive offices)          (Zip Code)            

 MORGAN PRODUCTS LTD. INCENTIVE STOCK OPTION PLAN (1995)
(Full title of the plan)

    Douglas H. MacMillan                 Telephone number,
   Vice President and Chief             including area code,
        Financial Officer                of agent for service:
Morgan Products Ltd.                              
   469 McLaws Circle                    (757) 564-1700
Williamsburg, Virginia  23185                             

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

                                                                                    Proposed    Proposed                
                                                                                    maximum     maximum                 
                                                                                    offering    aggregate     Amount of 
                  Title of securities                           Amount to be         price      offering    registration
                    to be registered                             registered       per share(1)  price(1)         fee    

                                                                                                                        

 Common Stock, $0.10 par value   . . . . . . . . . . . . . .   150,000 shares(2)   $7.38        $1,107,000   $382       

1    Estimated solely for purpose of calculating the registration fee and based                                         
     on the average of the high and low prices of a share of Common Stock, $0.10                                        
     par value, of the registrant on the New York Stock Exchange composite tape.                                        

2    An undetermined number of additional shares may be issued if the anti-                                             
     dilution adjustment provisions of the plan become operative.  There are                                            
     also being registered hereunder an equal number of Share Purchase Rights,                                          
     which initially will be attached to and transferable only with the Common                                          
     Stock, $0.10 par value.                                                                                            

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                                                       

Item 3.  Incorporation of Documents by Reference                                                                        

          The previously filed registration statements, File Nos. 33-32264,                                             
33-23419 and 33-7998, on Form S-8 covering Common Stock and accompanying Share                                          
Purchase Rights offered pursuant to the Morgan Products Ltd. Incentive Stock                                            
Option Plan (1985) and the Morgan Products Ltd. Incentive Stock Option Plan                                             
(1990), are incorporated into this Registration Statement by reference.                                                 
Registrant's annual report on Form 10-K with respect to 1995 filed by registrant                                        
under the Securities Exchange Act of 1934, as amended, all other reports                                                
subsequently filed by registrant pursuant to Section 13(a) or 15(d) of the                                              
Securities Exchange Act of 1934, as amended, in fiscal 1996, and registrant's                                           
description of its Common Stock and its Common Share Purchase Rights contained                                          
in its respective Form 8-A Applications for Registration of Certain Classes of                                          
Securities pursuant to Section 12(b) or (g) of the Securities Exchange Act of                                           
1934, as amended, including any amendment or report filed for the purpose of                                            
updating such description, are also incorporated into this Registration                                                 
Statement by reference.                                                                                                 

          All documents subsequently filed by the registrant pursuant to                                                
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,                                             
prior to the filing of post-effective amendment which indicates that all shares                                         
offered have been sold or which deregisters all shares 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 filing of such documents.                                                      

Item 8.  Exhibits                                                                                                       

          The following are filed as exhibits to this Registration Statement:                                           

      5   Opinion (including consent) dated September 30, 1996 of                                                       
          McDermott, Will & Emery, special counsel with respect to the                                                  
          Morgan Products Ltd. Incentive Stock Option Plan (1995).                                                      

     24   Consent of Price Waterhouse LLP, independent accountants.                                                     

     25   Power of Attorney (included on signature page).                                                               

Item 9.  Undertakings                                                                                                   

          The registrant hereby undertakes that, insofar as indemnification for                                         
liabilities arising under the Securities Act of 1933 (the "Act") may be                                                 
permitted to directors, officers and controlling persons of the registrant                                              
pursuant to the provisions of the Certificate of Incorporation or Bylaws of the                                         
registrant 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 expressed in the Act and                                            
will be governed by the final adjudication of such issue.  The foregoing                                                
undertaking applies both to this Registration Statement and the registrant's                                            
registration statements on Form S-8, File Nos. 33-32264, 33-23419 and 33-7998,                                          
heretofore filed with the Securities and Exchange Commission.                                                           

                                   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 Williamsburg, State of Virginia, on September                                           
30, 1996.                                                                                                               

                              MORGAN PRODUCTS LTD.                                                                      

                              By: /s/ Douglas H. MacMillan                                                              
                                   Douglas H. MacMillan, Vice President,                                                
                                   Chief Financial Officer and Secretary                                                

                                POWER OF ATTORNEY                                                                       

          We, the undersigned officers and directors of Morgan Products Ltd.                                            
hereby severally constitute Douglas H. MacMillan and Larry R. Robinette and each                                        
of them singly, our true and lawful attorneys with full power to them, and each                                         
of them singly, to sign for us and in our names in the capacities indicated                                             
below, the Registration Statement on Form S-8 filed herewith and any and all                                            
amendments (including post-effective amendments) to the Registration Statement,                                         
and generally to do all things in our name and behalf in the capacities                                                 
indicated below to enable Morgan Products Ltd. to comply with the provisions of                                         
the Securities Act of 1933, as amended, and all requirements of the Securities                                          
and Exchange Commission, hereby ratifying and confirming our signatures as they                                         
may be signed by our attorneys, or any of them, to said Registration Statement                                          
and any and all amendments thereto.                                                                                     

          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 date indicated.                                                                                   

 /s/ Frank J. Hawley Jr.                September 30, 1996                                                              
 Frank J. Hawley, Jr.,                                                                                                  
 Chairman of the Board and                                                                                              
 Director                                                                                                               

 /s/ Larry R. Robinette                 September 30, 1996                                                              
 Larry R. Robinette,                                                                                                    
 President, Chief Executive                                                                                             
 Officer                                                                                                                
 and Director (Principal                                                                                                
 Executive Officer)                                                                                                     
 /s/ Douglas H. MacMillan               September 30, 1996                                                              
 Douglas H. MacMillan,                                                                                                  
 Vice President, Chief                                                                                                  
 Financial Officer                                                                                                      
 and Secretary (Principal                                                                                               
 Financial and                                                                                                          
 Accounting Officer)                                                                                                    

 /s/ John S. Crowley                    September 30, 1996                                                              
 John S. Crowley, Director                                                                                              
 /s/ Howard G. Haas                     September 30, 1996                                                              
 Howard G. Hass, Director                                                                                               

 /s/ William R. Holland                 September 30, 1996                                                              
 William R. Holland, Director                                                                                           

 /s/ Patrick J. McDonough, Jr.          September 30, 1996                                                              
 Patrick J. McDonough, Jr.,                                                                                             
 Director                                                                                                               
 /s/ Alton F. Doody, Jr.                September 30, 1996                                                              
 Alton F. Doody, Jr., Director                                                                                          

 /s/ Byron H. Tony Stebbins             September 30, 1996                                                              
 Byron H. Tony Stebbins,                                                                                                
 Director                                                                                                               
 /s/ Edward T. Tokar                    September 30, 1996                                                              
 Edward T. Tokar, Director                                                                                              

                                  EXHIBIT INDEX                                                                         

Exhibit No.                       Descriptions                                                                          

   5                Opinion (including consent) dated                                                                   
                    September 30, 1996, of McDermott, Will &                                                            
                    Emery, special counsel with respect to                                                              
                    the Morgan Products Ltd. Stock Option                                                               
                    Plan.                                                                                               

    24              Consent of Price Waterhouse LLP, independent                                                        
                    accountants.                                                                                        

   25               Power of Attorney (included on signature                                                            
                    page).                                                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		9/30/96		None on these Dates
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