awcs-8_02042011.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
  
 
 
FORM S-8
  
 
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
     
Virginia
  
54-1138147
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
3102 Shawnee Drive, Winchester  Virginia
  
22601
(Address of Principal Executive Offices)
  
(Zip Code)
Amended and Restated 2004 Stock Incentive Plan for Employees
(Full title of the plan)
 
Kent B. Guichard
President and Chief Executive Officer
American Woodmark Corporation
3102 Shawnee Drive
Winchester, Virginia 22601
(Name and address of agent for service)
 
(540) 665-9100
(Telephone number, including area code, of agent for service)
 
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          
 
Accelerated filer                              x
Non-accelerated filer                (Do not check if a smaller reporting company)
Smaller reporting company             

CALCULATION OF REGISTRATION FEE
 
 
Title of
Securities to be registered
 
Amount
to be
registered(1)
Proposed
maximum
offering price
per share(2)
Proposed
maximum aggregate
offering price(3)
 
Amount of
registration
fee
American Woodmark Corporation Common Stock, no par value per share
1,000,000
18.94
18,940,000
2,198.94

(1)       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.

(2)       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 February 2, 2011, which is a specified date within five business days prior to the original date of filing of this registration statement.

(3)       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.

 
 
 

EXPLANATORY NOTE
 
This Registration Statement on Form S-8, filed by American Woodmark Corporation, a Virginia corporation (the “Registrant”), registers an additional 1,000,000 shares of its Common Stock, no par value per share, authorized and reserved for issuance under the Amended and Restated 2004 Stock Incentive Plan for Employees, as approved at the Registrant’s Annual Meeting of Shareholders on August 26, 2010.  Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of its Form S-8 registration statement No. 333-122438 (filed January 31, 2005).


 
 
 

REGISTRANT SIGNATURES

 
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 February 4, 2011.
 

AMERICAN WOODMARK CORPORATION

 
   
By:
/s/Kent B. Guichard
 
Kent B. Guichard
 
Chairman, President and Chief Executive Officer



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 date indicated.
 

 
Signature
  
Title(s)
Date
       
/s/Kent B. Guichard
      
Kent B. Guichard
  
Chairman, President and Chief Executive Officer
February 4, 2011
   
(Principal Executive Officer)
  
   
Director
  
       
/s/Jonathan H. Wolk
      
Jonathan H. Wolk
  
Senior Vice President and Chief Financial Officer
February 4, 2011
   
(Principal Financial Officer and Principal Accounting Officer)
  
       
/s/William F. Brandt, Jr.
      
William F. Brandt, Jr.
  
Director
February 4, 2011
       
/s/Daniel T. Hendrix
      
Daniel T. Hendrix
  
Director
February 4, 2011
       
/s/Carol B. Moerdyk
      
Carol B. Moerdyk
  
Director
February 4, 2011
       
/s/Vance W. Tang
      
Vance W. Tang
  
Director
February 4, 2011
       
/s/James G. Davis, Jr.
      
James G. Davis, Jr.
  
Director
February 4, 2011
       
/s/Martha M. Dally
      
Martha M. Dally
  
Director
February 4, 2011
       
/s/Kent J. Hussey
      
Kent J. Hussey
  
Director
February 4, 2011
       
/s/Andrew B. Cogan
      
Andrew B. Cogan
  
Director
February 4, 2011
       





 
 
 

EXHIBIT INDEX

Exhibit
Number
 Description
Incorporation
by Reference
     
5.1
Opinion regarding legality of shares of Registrant’s Common Stock
(1)
23.1
Consent of KPMG LLP
(1)
23.2
Consent of McGuireWoods LLP
(2)
24.1
Power of Attorney
(1)
99.1
Second Amendment to Amended and Restated 2004 Stock Incentive Plan for Employees
(3)
     
(1)
Filed herewith.
  
(2)
Contained in the Opinion filed as Exhibit 5.1.
  
(3)
Incorporated herein by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2010, filed with the Commission on August 31, 2010.