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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LOUISIANA-PACIFIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 93-0609074
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
111 S.W. Fifth Avenue
Portland, Oregon 97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
LOUISIANA-PACIFIC CORPORATION
2000 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
(FULL TITLE OF THE PLAN)
Anton C. Kirchhof
Secretary
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Telephone (503) 221-0800
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock,
par value $1 per
share(1) 200,000 shares (2) $1,782,000(2) $471
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(1) Includes one Preferred Share Purchase Right for each share of Common Stock,
exercisable on the terms and conditions specified therein. Prior to the
occurrence of certain events, the Preferred Share Purchase Rights will not
be evidenced separately from the Common Stock; value attributable to such
Rights, if any, is reflected in the market price of the Common Stock.
(2) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and
the registration fee have been computed based on the average of the high
and low sales prices, $8.91, reported for the Common Stock on the New York
Stock Exchange-Composite Transactions on October 30, 2000.
PROSPECTUS
[LP LOGO]
LOUISIANA-PACIFIC CORPORATION
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13,925 SHARES
COMMON STOCK
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This prospectus covers 13,925 shares (the "Shares") of Common Stock of
Louisiana-Pacific Corporation ("LP") which may be offered for sale from time to
time by the stockholders named in this prospectus under the heading "Selling
Stockholders" or by their pledgees or donees. The selling stockholders are
non-employee directors of LP who received the Shares as restricted stock under
the LP 2000 Non-Employee Director Restricted Stock Plan.
LP will receive no part of the proceeds from the sale of the Shares.
See "Plan of Distribution" herein for a description of the manner in which the
Shares may be sold.
The last reported sale price of LP Common Stock (NYSE:LPX) on the New
York Stock Exchange on October 30, 2000, was $9.1875 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The date of this prospectus is October 31, 2000.
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LOUISIANA-PACIFIC CORPORATION
LP is a major building products firm, operating approximately 80
facilities in the United States, Canada, and Ireland. For financial reporting
purposes, LP divides its businesses into the following business segments:
- Structural products, which include structural panel products
(oriented strand board ("OSB") and plywood), lumber, and
engineered wood products;
- Exterior products, which include wood and vinyl siding, specialty
OSB and accessories;
- Industrial panel products, which include particleboard, medium
density fiberboard and hardboard;
- Other products; and
- Pulp.
With the exception of pulp, LP's products are used primarily in the new home
construction, home repair and remodeling, and manufactured housing markets. LP
distributes its building products primarily through third-party distributors and
home centers.
LP was organized as a Delaware corporation in 1972. LP's executive
offices are located at 111 S.W. Fifth Avenue, Portland, Oregon 97204, telephone
(503) 221-0800.
WHERE YOU CAN FIND MORE INFORMATION
The registration statement on Form S-8 of which this prospectus is a
part contains additional information regarding LP. In addition to the
registration statement, we file reports, proxy statements and other documents
with the Securities and Exchange Commission (the "SEC") under the Securities
Exchange Act of 1934 (the "Exchange Act"). You may read and copy these reports,
proxy statements and other documents at the SEC's Public Reference Room, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies
of these documents by mail from the Public Reference Section at the foregoing
address, at prescribed rates. You may obtain information regarding the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy
statements and other documents relating to issuers, such as LP, who file
electronically with the SEC. The address of that site is: http://www.sec.gov.
INCORPORATION OF DOCUMENTS BY REFERENCE
The documents specified below, which we have filed with the SEC, are
incorporated by reference into this prospectus. The information contained in
these documents is considered to be part of this prospectus, except that the
information contained in later-dated
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documents will supplement, modify, or supersede, as applicable, the information
contained in earlier-dated documents.
LP incorporates by reference into this prospectus the documents listed
below and all documents filed by LP with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date of this prospectus and prior to
the time that the offering made by this prospectus is completed.
- LP's annual report on Form 10-K for the year ended December 31,
1999.
- LP's quarterly reports on Form 10-Q for the quarters ended March
31, 2000, and June 30, 2000.
- LP's current reports on Form 8-K filed on April 6, 2000, August 8,
2000, and August 17, 2000.
- The description of LP's Common Stock included as Exhibit 99.1 to
LP's current report on Form 8-K filed on May 26, 1998.
- The description of LP's preferred share purchase rights contained
in LP's Registration Statement on Form 8-K filed on May 26, 1998.
You may obtain without charge a copy of any of the documents
incorporated by reference into this prospectus, except for any exhibits to those
documents that are not expressly incorporated by reference into the documents,
by writing or telephoning Louisiana-Pacific Corporation, 111 S.W. Fifth Avenue,
Portland, Oregon 97204, Attention: Investor Relations, telephone (503) 221-0800.
SELLING STOCKHOLDERS
The name of each selling stockholder, the amount of Common Stock owned
by such selling stockholder at the date of this prospectus, the number of Shares
to be offered by such selling stockholder, and the amount of Common Stock to be
owned by such selling stockholder after completion of the offering, assuming all
the Shares are sold, are set forth below. Each of the selling stockholders is a
non-employee director of LP and the Shares to be sold by the selling
stockholders under this prospectus were acquired pursuant to awards of
restricted stock under the Louisiana-Pacific Corporation 2000 Non-Employee
Director Restricted Stock Plan (the "Plan"). Awards under the Plan will vest in
2005 or, if earlier, the termination of a selling stockholder's membership on
LP's Board of Directors due to death, disability, retirement, or a change in
control of LP. During the past three years, LP has used the legal services of
Jones, Day, Reavis & Pogue, of which Mr. McCartan is the managing partner.
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Presently To Be Owned
Owned(1) To Be Offered After Offering(1)*
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William C. Brooks 1,561 1,461 100
E. Gary Cook 1,849 1,849 0
Archie W. Dunham 2,461 1,461 1,000
Paul W. Hansen 2,961 1,461 1,500
Donald R. Kayser 35,258 1,461 33,797
Brenda Lauderback 1,461 1,461 0
Patrick F. McCartan 1,461 1,461 0
Lee C. Simpson 24,704 1,461 23,243
Colin D. Watson 1,849 1,849 0
*Less than 1 percent of outstanding Common Stock.
(1) Does not include shares subject to outstanding options granted under the
Louisiana-Pacific Corporation 1992 Non-Employee Director Stock Option Plan as
follows: Mr. Brooks, 27,000 shares; Mr. Cook, 9,000 shares; Mr. Dunham, 45,000
shares; Mr. Hansen, 9,000 shares; Mr. Kayser, 90,000 shares; Ms. Lauderback,
45,000 shares; Mr. McCartan, 9,000 shares; Mr. Simpson, 45,000 shares; and Mr.
Watson, 9,000 shares.
PLAN OF DISTRIBUTION
LP is registering the Shares on behalf of the selling stockholders,
including donees and pledgees selling shares received from a named selling
stockholder after the date of this prospectus. All costs, expenses and fees in
connection with the registration of the Shares offered hereby will be paid by
LP. Brokerage commissions and similar selling expenses, if any, attributable to
the sale of the Shares will be paid by the selling stockholders. The selling
stockholders may sell Shares from time to time on the NYSE or in negotiated
transactions at market prices prevailing at the time of sale, at prices related
to the prevailing market prices, or at negotiated prices. Such transactions may
or may not involve brokers or dealers. As of the date of this prospectus, the
selling stockholders have not entered into any agreement, understanding, or
arrangement with any underwriter or broker-dealer regarding the sale of their
Shares.
The selling stockholders may sell Shares directly to purchasers or to
or through broker-dealers, which may act as agents or principals. Such
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from the selling stockholders or the purchasers of Shares for
whom such broker-dealers may act as agents or to whom they may sell as
principal, or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions).
The selling stockholders also may resell all or a portion of the Shares
in open market transactions in reliance upon Rule 144 under the Securities Act
of 1933, provided they meet the criteria and conform to the requirements of Rule
144.
If a selling stockholder notifies LP that a donee or pledgee intends to
sell more than 500 Shares, LP will file a supplement to this prospectus
disclosing the donee's or pledgee's name and other pertinent information.
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MISCELLANEOUS
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying supplements. No one has been
authorized to provide you with any other information in respect of this offering
of Shares. You should not assume that the information in this prospectus or any
supplement is current as of any date other than the date set forth on the
document.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the year
ended December 31, 1999.
(b) The registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000, and June 30, 2000.
(c) The registrant's Current Reports on Form 8-K filed on
April 6, 2000, August 8, 2000, and August 17, 2000.
(d) The description of the registrant's Common Stock included
as Exhibit 99.1 to the registrant's Current Report on Form 8-K
filed May 26, 1998.
(e) The description of preferred share purchase rights
contained in the registrant's Registration Statement on Form
8-A filed May 26, 1998.
All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Indemnification
The registrant's certificate of incorporation generally provides that
its directors will have no personal liability to the registrant or its
stockholders for monetary damages resulting from breaches of their fiduciary
duties. However, the directors nonetheless remain liable for breaches of their
duty of loyalty to the registrant and its stockholders, as well as for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law and transactions from which a director derives improper
personal benefit.
Section 174 of the Delaware General Corporation Law ("Law") provides
that any director against whom a claim shall be successfully asserted under said
section for an unlawful payment of a dividend or an unlawful stock purchase or
redemption shall be entitled to be subrogated to the rights of the corporation
against stockholders who received the dividend on, or assets for the sale or
redemption of, their stock with knowledge that the same was unlawful. Said
section also provides
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that any such director shall be entitled to contribution from the other
directors who voted for or concurred in the unlawful dividend, stock purchase,
or redemption.
The registrant's certificate of incorporation and bylaws provide that
the registrant shall indemnify its officers and directors to the full extent
permitted by Section 145 of the Law, as amended from time to time. Said Section
145 authorizes a corporation, under certain conditions, to indemnify each person
who is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise (including an employee benefit plan), against certain expenses,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
in which he was or is a party or is threatened to be made a party by reason of
being or having been such director, officer, employee, or agent. In addition to
the indemnification authorized by Section 145 of the Law, the registrant's
bylaws provide that the registrant shall indemnify any natural person (not
including non-employee lawyers, accountants, actuaries, investment advisers, or
arbitrators acting in such capacity) who is or was serving in a fiduciary
capacity with respect to one of the registrant's employee benefit or welfare
plans or who is or was performing any service or duty on behalf of the
registrant with respect to such a plan, against all expenses, judgments, fines,
and amounts paid in settlement incurred by such person in connection with any
action or proceeding arising out of such service or performance, to the extent
such expenses and amounts are insurable but not covered by collectible insurance
or otherwise indemnified. Such indemnification shall not be available to any
person who participated in or knowingly failed to take appropriate action with
respect to any violation of any responsibilities or obligations imposed upon
fiduciaries by law, knowing such to be a violation of such responsibilities or
obligations.
Insurance
The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims brought against them based upon their acts or
omissions in such capacities.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.
Item 9. Undertakings.
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(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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 ("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;
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(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 (a)(1)(i) and (a)(1)(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 by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.
(2) 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that 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, 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 that time shall be deemed to be the initial bona fide offering
thereof.
(h) 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 provisions described in Item 6 above, 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 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. The
undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.
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SIGNATURES
The Registrant.
- --------------
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 Portland, state of Oregon, on the 31st day of
October, 2000.
LOUISIANA-PACIFIC CORPORATION
(Registrant)
By /s/ Curtis M. Stevens
-----------------------------------
Curtis M. Stevens
Vice President, Treasurer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 31st day of October, 2000.
Signature Title
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(1) Principal Executive Officer and Director
MARK A. SUWYN* Chairman of the Board,
Chief Executive Officer and Director
(2) Principal Financial and Accounting Officer:
CURTIS M. STEVENS* Vice President, Treasurer
and Chief Financial Officer
(3) A majority of the Board
of Directors:
WILLIAM C. BROOKS* Director
E. GARY COOK* Director
ARCHIE W. DUNHAM* Director
PAUL W. HANSEN* Director
DONALD R. KAYSER* Director
BRENDA LAUDERBACK* Director
PATRICK F. McCARTAN* Director
LEE C. SIMPSON* Director
COLIN D. WATSON* Director
*By /s/ Anton C. Kirchhof
----------------------------
Anton C. Kirchhof
Attorney-in-fact
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INDEX TO EXHIBITS
4.1 The registrant's Restated Certificate of Incorporation. Incorporated by
reference to Exhibit 3(a) to the registrant's Form 10-Q report for the
quarter ended June 30, 1993.
4.2 The registrant's Bylaws as amended June 26, 2000. Incorporated by
reference to Exhibit 3.1 to the registrant's Form 10-Q report for the
quarter ended June 30, 2000.
4.3 Rights Agreement, dated as of May 26, 1998, between the registrant and
First Chicago Trust Company of New York, as Rights Agent, including the
form of Right Certificate as Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B. Incorporated by reference to
Exhibit 1 to the registrant's Registration Statement on Form 8-A filed
May 26, 1998.
5 Opinion of Miller Nash LLP as to the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Miller Nash LLP (included in Exhibit 5).
24 Power of attorney of certain officers and directors.
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Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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Exhibit 5
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MILLER NASH LLP
ATTORNEYS AT LAW
3500 U.S. Bancorp Tower
111 S.W. Fifth Avenue
Portland, Oregon 97204-3699
(503) 224-5858
(503) 224-0155 fax
October 31, 2000
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Subject: Registration Statement on Form S-8 Relating to 2000
Non-Employee Director Restricted Stock Plan
Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") to be filed by Louisiana-Pacific Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended (the "Securities Act"), an aggregate of 200,000 shares of the
Company's Common Stock, $1 par value ("Shares"), issued or to be issued under
the Company's 2000 Non-Employee Director Restricted Stock Plan ("Plan").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, certificates of public
officials, and other documents as we have deemed necessary or relevant as a
basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. The Plan has been duly adopted and approved by all necessary
corporate action.
2. The 200,000 Shares issuable under the Plan have been duly
authorized and reserved for issuance.
3. Of the Shares issuable under the Plan, 13,925 Shares have been
legally issued and are fully paid and nonassessable as of the date hereof,
subject to forfeiture as provided in the Plan.
4. When the 186,075 Shares remaining available for issuance under the
Plan as of the date hereof, together with any Shares subject to outstanding
awards under the Plan that are forfeited under the terms of the Plan following
the date hereof, are issued by the Company as provided in the Plan while the
Registration Statement is effective, such Shares will be legally issued, fully
paid and nonassessable.
We consent to the use of this opinion in the Registration Statement and
in any amendments thereof. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act.
Very truly yours,
MILLER NASH LLP
Exhibit 23.1
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Louisiana-Pacific Corporation on Form S-8 of our report dated January 28, 2000,
appearing in the Annual Report on Form 10-K of Louisiana-Pacific Corporation for
the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Portland, Oregon
October 25, 2000
Exhibit 24
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POWER OF ATTORNEY
Each person whose signature appears below designates and appoints
CURTIS M. STEVENS and ANTON C. KIRCHHOF, JR., and each of them, his or her true
and lawful attorneys-in-fact and agents to sign a registration statement on Form
S-8 to be filed by Louisiana-Pacific Corporation, a Delaware corporation, with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering 200,000 shares of common stock of
Louisiana-Pacific Corporation, to be issued pursuant to the Louisiana-Pacific
Corporation 2000 Non-Employee Director Restricted Stock Plan, together with any
and all amendments (including post-effective amendments) to the registration
statement. Each person whose signature appears below also grants full power and
authority to these attorneys-in-fact and agents to take any action and execute
any instruments that they deem necessary or desirable in connection with the
preparation and filing of the registration statement, as fully as he or she
could do in person, hereby ratifying and confirming all that the
attorneys-in-fact and agents may lawfully do or cause to be done.
IN WITNESS WHEREOF, this power of attorney has been executed by each of
the undersigned as of the 29th day of July, 2000.
Signature Title
/s/ MARK A. SUWYN
-------------------------- Chairman, Chief Executive Officer,
Mark A. Suwyn and Director(Principal Executive Officer)
/s/ CURTIS M. STEVENS
--------------------------
Curtis M. Stevens Vice President, Treasurer, and Chief
Financial Officer (Principal Financial and Accounting Officer)
/s/ WILLIAM C. BROOKS
--------------------------
William C. Brooks Director
/s/ E. GARY COOK
--------------------------
E. Gary Cook Director
/s/ ARCHIE W. DUNHAM
--------------------------
Archie W. Dunham Director
/s/ PAUL W. HANSEN
--------------------------
Paul W. Hansen Director
/s/ DONALD R. KAYSER
--------------------------
Donald R. Kayser Director
/s/ BRENDA LAUDERBACK
--------------------------
Brenda Lauderback Director
/s/ PATRICK F. McCARTAN
--------------------------
Partick F. McCartan Director
/s/ LEE C. SIMPSON
--------------------------
Lee C. Simpson Director
/s/ COLIN D. WATSON
--------------------------
Colin D. Watson Director