As filed
with the Securities and Exchange Commission on May 5, 2009
Registration
No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
____________
POOL
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation or organization)
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36-3943363
(I.R.S.
Employer Identification No.)
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109
Northpark Boulevard, Covington,
Louisiana 70433-5001
(Address, including zip code,
of principal
executive offices)
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Amended
and Restated 2007 Long-Term Incentive Plan
(Full
title of the plan)
Jennifer
M. Neil
General
Counsel
Pool
Corporation
109
Northpark Boulevard
Covington,
Louisiana 70433-5001
(985)
892-5521
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copy
to:
Margaret
F. Murphy
Jones,
Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201
St. Charles Avenue
New
Orleans, Louisiana 70170-5100
(504)
582-8242
Fax
(504) 589-8242
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.
Large
accelerated filer x
Accelerated filer ¨
Non-accelerated
filer o (Do not check if a
smaller reporting company) Smaller
reporting company ¨
CALCULATION
OF REGISTRATION FEE
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Title
of securities
to
be registered
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Amount to be registered(1)
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Proposed maximum offering price per share
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Proposed maximum aggregate offering
price
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Amount of registration fee
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||||
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Common
Stock
($.001
par value per share)
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3,900,000
shares
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$17.24(2)
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$67,236,000(2)
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$3,751.77
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(1) A
total of 1,515,000 shares of Common Stock were previously registered on
Form S-8 on May 8, 2007 for issuance through the 2007 Long-Term Incentive
Plan. Upon recapitalization, stock split, stock dividend,
combination of shares or similar transaction in the future and during the
effectiveness of this Registration Statement involving Common Stock of the
Company, the number of securities registered shall be automatically
increased to cover the additional securities in accordance with Rule
416(a) under the Securities Act of
1933.
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(2) Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and (h) under the Securities Act of 1933, based on the average
of the high and low price per share of the Common Stock on the Nasdaq
Global Select Market on April 29,
2009.
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TABLE
OF CONTENTS
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PART
I
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II-1
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PART
II
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Item
3. Incorporation of Documents by Reference
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II-1
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Item
4. Description of Securities
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II-1
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Item
5. Interests of Named Experts and Counsel
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II-1
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Item
6. Indemnification of Directors and Officers
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II-1
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Item
7. Exemption from Registration Claimed
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II-2
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Item
8. Exhibits
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II-2
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Item
9. Undertakings
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II-2
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SIGNATURES
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II-4
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INDEX
TO EXHIBITS
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II-6
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents
containing the information required by Part I of this Registration Statement
will be sent or given to participants in the Pool Corporation 2007 Long-Term
Incentive Plan in accordance with Rule 428(b)(1) of the General Rules and
Regulations under the Securities Act of 1933. In accordance with the
Note to Part I of the Form S-8, such documents are not filed with the Securities
and Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by
Reference.
The following documents, which have been filed by Pool Corporation (the
“Company”) with the Securities and Exchange Commission (the “Commission”), are
incorporated herein by reference:
(a) The
Company’s latest annual report on Form 10-K;
(b) All other
reports filed by the Company with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report referred to in (a); and
(c) The
description of the Company’s Common Stock included in the Company’s Registration
Statement on Form 8-A filed with the Commission on August 18, 1995, incorporates
by reference the description of the Company’s Common Stock included in the
Company’s Registration Statement on Form S-1 (File No. 33-92738) filed with the
Commission on May 26, 1995, which is also hereby incorporated by reference, and
which description is amended by an amendment on Form 8-A/A filed with the
Commission on March 1, 2003.
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
hereto that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule promulgated by the
Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents. Any
statements contained in a document incorporated or deemed to be incorporated by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other document subsequently filed or
incorporated by reference herein modifies or supersedes such statement. Any
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.
Not applicable.
Item
5. Interests of Named Experts
and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and
Officers.
The
Company’s Certificate of Incorporation (the “Certificate”) contains provisions
eliminating the personal liability of the directors to the Company and its
stockholders for monetary damages for breaches of their fiduciary duties as
directors to the fullest extent permitted by the Delaware General Corporation
Law. By virtue of these provisions, under current Delaware law a director of the
Company will not be personally liable for monetary damages for a breach of his
or her fiduciary duty except for liability for (a) a breach of his or her duty
of loyalty to the Company or to its stockholders, (b) acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(c) dividends or stock repurchases or redemptions that are unlawful under
Delaware law and (d) any transaction from which he or she receives an improper
personal benefit. In addition, the Certificate provides that if Delaware law is
amended to authorize the further elimination or limitation of the liability of a
director, then the liability of the directors shall be eliminated or limited to
the fullest extent permitted by Delaware law, as amended. These provisions
pertain only to breaches of duty by directors as directors and not in any other
corporate capacity, such as officers, and limit liability only for breaches of
fiduciary duties under Delaware corporate law and not for violations of other
laws such as the federal securities laws.
II-1
The
Certificate also requires the Company to indemnify its directors, officers,
employees and agents to the fullest extent permitted by the Delaware General
Corporation Law against certain expenses and costs, judgments, settlements and
fines incurred in the defense of any claim, including any claim brought by or in
the right of the Company, to which they were made parties by reason of being or
having been directors, officers, employees and agents.
Under
Article V of the Company’s bylaws, the Company is required to defend and
indemnify each person who is involved in any threatened or actual claim, action
or proceeding by reason of the fact that such person is or was a director,
officer or employee of the Company or serving in a similar position with respect
to another entity at the request of the Company to the fullest extent permitted
by the Delaware General Corporation Law. The rights conferred by Article V of
the Company’s bylaws are contractual rights and include the right to be paid
expenses incurred in defending the action, suit or proceeding in advance of its
final disposition.
The
Company has insurance policies in effect covering all of the Company’s directors
and officers in certain instances where by law they may not be indemnified by
the Company. The Company has also entered into indemnity agreements
with Company directors and officers, which require the Company to indemnify its
directors and officers to the fullest extent permitted by law for claims made
against the respective director or officer by reason of the fact that the
director or officer is or was a director or officer of the
Company.
Item
7.
Exemption from Registration Claimed.
Not
applicable.
Item 8.
Exhibits.
No. Description
5.1
Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
23.1 Consent
of Ernst & Young LLP
23.2 Consent
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. is included
in their opinion filed as Exhibit 5.1.
99.1 Amended
and Restated 2007 Long-Term Incentive Plan
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Item
9.
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Undertakings.
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(a) The undersigned registrant
hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
II-2
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;
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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 with or furnished by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
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(2)
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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.
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(3)
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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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(b)
The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’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 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.
(c)
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 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
proceedings) 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
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 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 Covington, State of Louisiana, on May 5,
2009.
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POOL
CORPORATION
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By: /S/ MANUEL J. PEREZ DE LA
MESA
Manuel J. Perez de la Mesa
President and Chief Executive
Officer
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POWER
OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Mark W. Joslin and Manuel J. Perez de la Mesa or,
either one of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that such attorney-in-fact and agent 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 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/ WILSON B.
SEXTON
Wilson
B. Sexton
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Chairman
of the Board and Director
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May
5, 2009
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/S/ MANUEL J. PEREZ DE
LA MESA
Manuel
J. Perez de la Mesa
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President,
Chief Executive Officer and Director
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May
5, 2009
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/S/ MARK W.
JOSLIN
Mark
W. Joslin
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Vice
President and Chief Financial Officer
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May
5, 2009
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/S/ MELANIE M.
HOUSEY
Melanie
M. Housey
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Corporate
Controller and Chief Accounting Officer
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May
5, 2009
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/S/ ANDREW W.
CODE
Andrew
W. Code
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Director
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May
5, 2009
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II-4
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Signature
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Title
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Date
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/S/ JAMES J.
GAFFNEY
James
J. Gaffney
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Director
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May
5, 2009
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/S/ GEORGE T.
HAYMAKER
George
T. Haymaker
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Director
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May
5, 2009
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/S/ HARLAN F.
SEYMOUR
Harlan
F. Seymour
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Director
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May
5, 2009
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/S/ ROBERT C.
SLEDD
Robert
C. Sledd
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Director
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May
5, 2009
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/S/ JOHN E.
STOKELY
John
E. Stokely
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Director
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May
5, 2009
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II-5
INDEX
TO EXHIBITS
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No.
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Description
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||
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Opinion
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
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Consent
of Ernst & Young LLP
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Consent
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. is
included in their opinion filed as Exhibit 5.1.
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Amended
and Restated 2007 Long-Term Incentive Plan
|
II-6