As
filed
with the Securities and Exchange Commission on May 8, 2007
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)
|
Delaware
(State
or other jurisdiction of incorporation or organization)
|
36-3943363
(I.R.S.
Employer Identification No.)
|
|
109
Northpark Boulevard, Covington, Louisiana 70433-5001
(Address,
including zip code, of
principal
executive offices)
|
|
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
CALCULATION
OF REGISTRATION FEE
|
Title
of securities
to
be registered
|
Amount to
be
registered(1)
|
Proposed
maximum
offering
price
per
share
|
Proposed
maximum
aggregate offering
price
|
Amount
of
registration fee
|
||||
|
Common
Stock
($.001
par value per share)
|
1,515,000
shares
|
$39.62(2)
|
$60,016,725(2)
|
$1,842.51
|
(1)
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.
(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 May 2, 2007.
TABLE
OF CONTENTS
|
PART
I
|
II-1
|
||
|
PART
II
|
|||
|
Item
3. Incorporation of Documents by Reference
|
II-1
|
||
|
Item
4. Description of Securities
|
II-1
|
||
|
Item
5. Interests of Named Experts and Counsel
|
II-1
|
||
|
Item
6. Indemnification of Directors and Officers
|
II-1
|
||
|
Item
7. Exemption from Registration Claimed
|
II-2
|
||
|
Item
8. Exhibits
|
II-2
|
||
|
Item
9. Undertakings
|
II-2
|
||
|
SIGNATURES
|
II-4
|
||
|
INDEX
TO EXHIBITS
|
II-6
|
||
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
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.
Not applicable.
Not applicable.
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.
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.
Item
9.
Undertakings.
(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;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of this 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 this 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;
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;
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.
(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 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 8, 2007.
|
POOL
CORPORATION
|
|
|
By:
/S/
MANUEL J. PEREZ DE LA MESA
Manuel J. Perez de la Mesa
President and Chief Executive Officer
|
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.
|
Signature
|
Title
|
Date
|
|
/S/
WILSON B. SEXTON
Wilson
B. Sexton
|
Chairman
of the Board and Director
|
May
8, 2007
|
|
/S/
MANUEL J. PEREZ DE LA MESA
Manuel
J. Perez de la Mesa
|
President,
Chief Executive Officer and
Director
|
May
8, 2007
|
|
/S/
MARK W. JOSLIN
Mark
W. Joslin
|
Vice
President and Chief Financial Officer
(Principal
Accounting and Financial Officer)
|
May
8, 2007
|
|
/S/
ANDREW W. CODE
Andrew
W. Code
|
Director
|
May
8, 2007
|
|
/S/
JAMES J. GAFFNEY
James
J. Gaffney
|
Director
|
May
8, 2007
|
II-4
|
Signature
|
Title
|
Date
|
|
/S/
GEORGE T. HAYMAKER
George
T. Haymaker
|
Director
|
May
8, 2007
|
|
/S/
HARLAN F. SEYMOUR
Harlan
F. Seymour
|
Director
|
May
8, 2007
|
|
/S/
ROBERT C. SLEDD
Robert
C. Sledd
|
Director
|
May
8, 2007
|
|
/S/
JOHN E. STOKELY
John
E. Stokely
|
Director
|
May
8, 2007
|
II-5
INDEX
TO 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.
|
II-6