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Share Name | Share Symbol | Market | Type |
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American Woodmark Corp | NASDAQ:AMWD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 94.06 | 81.00 | 102.33 | 0 | 12:00:06 |
Virginia
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54-1138147
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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Title of Securities to
be Registered |
Amount to be
Registered (1) |
Proposed Maximum Offering Price Per Share (2)
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Proposed Maximum Aggregate Offering Price (3)
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Amount of Registration Fee
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American Woodmark Corporation Common Stock, no par value per share
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100,000
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$74.595
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$7,459,500
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$751.18
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers, in addition to the number of shares of common stock stated above, additional securities that may be offered as a result of stock splits, stock dividends, or similar transactions.
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(2)
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Solely for the purpose of calculating the registration fee, the offering price per share, the aggregate offering price, and the amount of the registration fee have been computed in accordance with Rule 457(c) under the Securities Act of 1933, as amended. Accordingly, the price per share of the Common Stock has been calculated to be equal to the average of the high and low prices for a share of the Common Stock as reported by the NASDAQ Global Select Market on August 12, 2016, which is a specified date within five business days prior to the original date of filing of this registration statement.
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(3)
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Solely for the purpose of calculating the registration fee, the proposed aggregate offering price has been estimated in accordance with Rule 457(h) promulgated under the Securities Act of 1933, as amended.
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A) The undersigned Company 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;
(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 a 20% 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 (A)(1)(i) and (A)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’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 this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
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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 Winchester, Commonwealth of Virginia, on August 19, 2016.
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AMERICAN WOODMARK CORPORATION
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By:
/s/ S. Cary Dunston_______
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S. Cary Dunston
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President and Chief Executive Officer
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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.
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Signature
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Title
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Date
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/s/ S. Cary Dunston____________
S. Cary Dunston
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President and Chief Executive Officer
(Principal Executive Officer);
Director
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August 15, 2016
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/s/ M. Scott Culbreth___________
M. Scott Culbreth |
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Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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August 16, 2016
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/s/ Kent B. Guichard ___________
Kent B. Guichard |
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Chairman
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August 15, 2016
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/s/ William F. Brandt, Jr._________
William F. Brandt, Jr. |
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Director
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August 16, 2016
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/s/ Andrew B. Cogan___________
Andrew B. Cogan |
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Director
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August 15, 2016
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/s/ Martha M. Dally ___________
Martha M. Dally |
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Director
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August 15, 2016
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/s/ James G. Davis, Jr.__________
James G. Davis, Jr. |
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Director
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August 15, 2016
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/s/ Daniel T. Hendrix___________
Daniel T. Hendrix |
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Director
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August 15, 2016
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/s/ Carol B. Moerdyk___________
Carol B. Moerdyk |
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Director
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August 18, 2016
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/s/ David W. Moon_____________
David W. Moon |
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Director
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August 19, 2016
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/s/ Vance W. Tang______________
Vance W. Tang
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Director
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August 16, 2016
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Exhibit Index
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Exhibit No.
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4.1
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Articles of Incorporation of the Company, as amended (a)
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4.2
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Bylaws of the Company, as amended (b)
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5.1
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Opinion regarding legality of the Common Stock offered hereunder (c)
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23.1
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Consent of KPMG LLP (c)
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23.2
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Consent of McGuireWoods LLP (d)
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99.1
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2015 Non-Employee Directors Restricted Stock Unit Plan (e)
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(a)
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Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2004, filed with the Commission on September 9, 2004 (Commission File No. 000-14798)
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(b)
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Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 9, 2015 (Commission File No. 000-14798)
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(c)
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Filed with this Registration Statement
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(d)
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Contained in the Opinion filed as Exhibit 5.1
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(e)
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Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed with the Commission on August 30, 2015 (Commission File No. 000-14798)
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1 Year American Woodmark Chart |
1 Month American Woodmark Chart |
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