As filed with the Securities and Exchange Commission on June 20, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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Silgan Holdings Inc.
2002 Non-Employee Directors Stock Option Plan
(Full title of plan)
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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)
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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
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Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered per share price fee
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Common Stock, par value $.01 per share 12,000 (1) $31.85 (2) $ 382,200 (2) $ 30.92 (2)
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Common Stock, par value $.01 per share 48,000 (1) $29.73 (3) $1,427,040 (3) $115.45 (3)
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Total 60,000 $1,809,240 $146.37
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(1) Of the 60,000 shares of Common Stock available under the Plan, as of the date hereof, options with respect
to an aggregate of 12,000 shares of Common Stock have been issued and options with respect to an
aggregate of 48,000 shares of Common Stock remain available for the grant of future awards.
(2) The proposed maximum offering price per share, proposed maximum aggregate offering price and amount
of registration fee for the 12,000 shares of Common Stock issuable with respect to options granted under
the Plan as of the date hereof were calculated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, based on the weighted average exercise price for such options.
(3) The proposed maximum offering price per share, proposed maximum aggregate offering price and amount
of registration fee for the 48,000 shares of Common Stock available for the grant of future awards were
calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average of
the high and low sales prices of the Common Stock on June 17, 2003 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 non-employee 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 "1934 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, 2002 (File No. 000-22117).
2. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2003 (File No. 000-22117).
3. The Registrant's Current Report on Form 8-K filed on January 3, 2003
(File No. 000-22117).
4. The Registrant's Current Report on Form 8-K filed on March 5, 2003
(File No. 000-22117).
5. The Registrant's Current Report on Form 8-K filed on March 31, 2003
reporting information under Item 5 (File No. 000-22117).
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6. Description of the Registrant's Common Stock contained in the
registration statement filed with the Commission under the 1934 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 1934 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, other than any portion of a Current Report on Form 8-K
reporting information under Items 9 and/or 12 of that Form (and any related
exhibits), 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
1934 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 Common Stock being registered hereunder has been registered pursuant to
Section 12 of the 1934 Act and a description of the Common Stock is incorporated
by reference into the Registrant's registration statement filed with the
Commission under the 1934 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 may be incurred
by the directors and officers of the Registrant in connection with the
performance of their duties.
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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 1934 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 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.
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(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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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.
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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 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 20th day of
June, 2003.
SILGAN HOLDINGS INC.
By: /s/ R. Philip Silver
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R. Philip Silver
Chairman of the Board and
Co-Chief Executive Officer and Director
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
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/s/ R. Philip Silver Chairman of the Board and June 20, 2003
---------------------- Co-Chief Executive Officer
(R. Philip Silver) and Director
(Principal Executive Officer)
/s/ D. Greg Horrigan President, Co-Chief Executive June 20, 2003
---------------------- Officer and Director
(D. Greg Horrigan) (Principal Executive Officer)
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Signature Title Date
--------- ----- ----
/s/ Leigh J. Abramson
---------------------- Director June 20, 2003
(Leigh J. Abramson)
/s/ John W. Alden
---------------------- Director June 20, 2003
(John W. Alden)
/s/ Jeffrey C. Crowe
---------------------- Director June 20, 2003
(Jeffrey C. Crowe)
/s/ Edward A. Lapekas
---------------------- Director June 20, 2003
(Edward A. Lapekas)
/s/ Anthony J. Allott Executive Vice President and June 20, 2003
---------------------- Chief Financial Officer
(Anthony J. Allott) (Principal Financial Officer)
/s/ Nancy Merola Vice President and Controller June 20, 2003
---------------------- (Principal Accounting Officer)
(Nancy Merola)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
EXHIBITS
filed with
Registration Statement
on
Form S-8
under
The Securities Act of 1933
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Silgan Holdings Inc.
2002 Non-Employee Directors Stock Option Plan
SILGAN HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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EXHIBIT INDEX
Silgan Holdings Inc. 2002 Non-Employee Directors Stock Option Plan
Exhibit
Number Description
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*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 Silgan Holdings Inc. 2002 Non-Employee Directors Stock Option
Plan (incorporated by reference to Exhibit 10.23 filed with the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002, Commission File No. 000-22117).
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* Incorporated by reference.