As filed with the Securities and Exchange Commission on November 3, 2006
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MUELLER INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 25-0790410
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
8285 Tournament Drive
Suite 150
Memphis, Tennessee 38125
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(Address, including zip code, of principal executive offices)
Mueller Industries, Inc. 2002 Stock Option Plan
(Full title of the plan)
Gary C. Wilkerson, Esq.
Vice President, General Counsel and Secretary
Mueller Industries, Inc.
8285 Tournament Drive
Suite 150
Memphis, Tennessee 38125
(901) 753-3200
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(Name, address (including zip code) and telephone number (including area code)
of agent for service)
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COPY TO:
Serge Benchetrit, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price aggregate offering Amount of
registered registered (1) per share (2) price (2) registration fee
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Common Stock, $0.01 par
value per share 1,000,000 $35.03 $35,030,000.00 $3,748.21
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(1) This Registration Statement covers an additional 1,000,000 shares of common
stock of Mueller Industries, Inc., par value $0.01 per share (the "Common
Stock") authorized to be issued under the Mueller Industries, Inc. 2002
Stock Option Plan (the "Plan"). In addition, this Registration Statement
covers an indeterminable number of additional shares of Common Stock as may
hereafter be offered or issued pursuant to the Plan, to prevent dilution
resulting from stock splits, stock dividends or similar transactions
effected without the receipt of consideration and pursuant to Rule 416(c)
under the Securities Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act, based on the average of
high and low prices reported on the New York Stock Exchange on November 2,
2006.
Explanatory Note
This Registration Statement on Form S-8, which incorporates by reference
the Registrant's previous Registration Statement on Form S-8 (Registration No.
333-91238), is being filed by the Registrant solely to register additional
securities issuable pursuant to its 2002 Stock Option Plan. Accordingly, this
Registration Statement consists only of those items required by General
Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Mueller Industries, Inc. (the "Company"), are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 filed pursuant to the Securities Exchange Act of 1934
(the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 1, 2006, July 1, 2006 and September 30, 2006
respectively, filed pursuant to the Exchange Act.
(c) The Company's Current Reports on Form 8-K, filed on February 7,
2006, February 14, 2006 (two reports), February 16, 2006, April 17, 2006,
April 25, 2006, May 9, 2006, May 10, 2006, July 25, 2006, August 4, 2006
and October 24, 2006, respectively, pursuant to the Exchange Act.
(d) The description of the Common Stock, which is contained in the
Company's Registration Statement on Form 8-A, File No. 1-6770, dated
January 22, 1991, filed pursuant to the Exchange Act, as amended by the
Company's Form 8, dated February 12, 1991.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Willkie Farr & Gallagher LLP. Robert B. Hodes, a
non-employee director
of the Company and the beneficial owner of 38,648 shares of Common Stock, was
Counsel to the law firm of Willkie Farr & Gallagher LLP in 2005.
Item 8. EXHIBITS
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher LLP, counsel to the
Company, as to the legality of the shares of Common Stock to
be issued.
23.1 Consent of Ernst & Young LLP - Independent Registered Public
Accounting Firm.
23.2 Consent of Willkie Farr & Gallagher LLP (included in Exhibit
5).
24 Power of Attorney (reference is made to the signature page).
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 the 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; and
(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)(i) and (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 Company pursuant to Section 13 or Section 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 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 Company's
annual report pursuant to Section 13(a) or 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Memphis, State of Tennessee, on the 2nd day of
November, 2006.
MUELLER INDUSTRIES, INC.
By: /s/ Harvey L. Karp
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Harvey L. Karp
Chairman of the Board
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harvey L. Karp and William D. O'Hagan, and each
of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
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 fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
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/s/ Harvey L. Karp Chairman of the Board of November 2, 2006
---------------------------------------- Directors
Harvey L. Karp
/s/ William D. O'Hagan President, Chief Executive November 2, 2006
---------------------------------------- Officer and Director (Principal
William D. O'Hagan Executive Officer)
/s/ Kent A. McKee Executive Vice President and November 2, 2006
---------------------------------------- Chief Financial Officer
Kent A. McKee (Principal Financial and
Accounting Officer)
/s/ Alexander P. Federbush Director November 2, 2006
----------------------------------------
Alexander P. Federbush
/s/ Gennaro J. Fulvio Director November 2, 2006
----------------------------------------
Gennaro J. Fulvio
/s/ Gary S. Gladstein Director November 2, 2006
----------------------------------------
Gary S. Gladstein
/s/ Terry Hermanson Director November 2, 2006
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Terry Hermanson
/s/ Robert B. Hodes Director November 2, 2006
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Robert B. Hodes
EXHIBIT INDEX
Exhibit No. Description
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5 Opinion of Willkie Farr & Gallagher LLP, counsel to the
Company, as to the legality of the shares to be issued.
23.1 Consent of Ernst & Young LLP - Independent Registered
Public Accounting Firm.
23.2 Consent of Willkie Farr & Gallagher LLP (contained in
Exhibit 5).
24 Power of Attorney (reference is made to the signature
page).