s-3pgt.htm
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As
filed with the Securities and Exchange Commission on March 28,
2008
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Registration
No. 333-_________
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________________________________________________
FORM
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
________________________________________________________
PGT,
Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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20-0634715
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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________________________________________________________
1070
Technology Drive
North
Venice, Florida 34275
(941)
480-1600
(Address,
including Zip Code, and Telephone Number, including Area Code, of
Registrant’s
Principal Executive Offices)
________________________________________________________
Mario
Ferrucci, III
Vice
President, Corporate Counsel and Secretary
PGT,
Inc.
1070
Technology Drive
North
Venice, Florida 34275
(941)
480-1600
(Name,
Address, Including Zip Code, and Telephone Number,
Including
Area Code, of Agent for Service)
Copy
to:
Robert
B. Pincus, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
One
Rodney Square, P.O. Box 636
Wilmington,
Delaware 19899-0636
(302)
651-3000
________________________________________________________
Approximate date of commencement of
proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, check the following box. £
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. £
If
this form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. £
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. £
If
this form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. £
If
this form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. £
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. (Check one):
Large accelerated
filer £ Accelerated
filer þ
Non-accelerated filer £ Smaller
reporting company £
(Do not check if a smaller reporting
company)
________________________________________________________
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered
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Amount
to be
Registered
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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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Common
Stock, par value $0.01 per share
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_______
shares
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$____
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$20,000,000
(1)
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$786.00
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Rights
to purchase Common Stock, par value $0.01 per share
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(2)
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N/A
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N/A
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$0.00
(3)
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Total
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------
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-----
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-----
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(1)
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Represents
the aggregate gross proceeds from the exercise of the maximum number of
rights that may be issued.
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(2)
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Evidencing
the rights to subscribe for ____________ shares of common stock, par value
$0.01 per share.
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(3)
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The
rights are being issued for no consideration. Pursuant to Rule
457(g) under the Securities Act of 1933, as amended, no separate
registration fee is payable.
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The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY THESE
SECURITIES BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BECOMES EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT
TO COMPLETION, DATED MARCH 28, 2008
PROSPECTUS
PGT,
Inc.
Rights
to Purchase up to __________ Shares of Common Stock at $____ per
Share
____________________________
We
are distributing at no charge to holders of our common stock non-transferable
subscription rights to purchase shares of our common stock. You will receive __
subscription rights for each share of common stock owned at the close of
business on _____________, 2008, subject to adjustments to eliminate fractional
rights. We are distributing subscription rights exercisable for up to
an aggregate of ________ shares of our common stock. The proceeds
from this rights offering will be used for general corporate
purposes. We expect the total purchase price of the shares offered in
this rights offering to be $__ million, assuming full
participation.
Each
whole subscription right will entitle you, as a holder of our common stock, to
purchase one share of our common stock at a subscription price of $____ per
share, which is ____% of the closing price of our common stock on ___,
2008. Subscribers who exercise their rights in full may
over-subscribe for additional shares, subject to certain limitations, to the
extent shares are available. The subscription rights will expire if
they are not exercised by 5:00 p.m., Eastern Daylight Time, on _______, 2008,
unless extended.
You
should carefully consider whether to exercise your subscription rights before
the expiration of the rights offering. Unless our board of directors
cancels or terminates the rights offering, all exercises of subscription rights
are irrevocable. Our board of directors is making no recommendation
regarding your exercise of the subscription rights. The subscription
rights may not be sold or transferred.
The
issuance of shares of common stock pursuant to the rights offering is subject
to, among other things, the approval of our stockholders at the annual meeting
to be held on _______, 2008. If the issuance and sale of our common
stock pursuant to the rights offering are not approved at the annual meeting,
then the rights offering will be cancelled.
We
may cancel or terminate the rights offering at any time (whether before or after
stockholder approval) prior to its expiration upon determination of our board of
directors. If we cancel or terminate this offering, we will return your
subscription price, but without any payment of interest.
The
shares are being offered directly by us without the services of an underwriter
or selling agent.
Shares
of our common stock are traded on the Nasdaq Global Market under the symbol
“PGTI.” On _________, 2008, the closing sales price for our common
stock was $_______ per share. The shares of common stock issued in
the rights offering will also be listed on the Nasdaq Global Market under the
same symbol.
____________________________
Exercising
the rights and investing in our common stock involves a high degree of
risk. We urge you to carefully read the section entitled “Risk
Factors” beginning on page 11 of this prospectus, the section entitled
“Risk Factors” in our Annual Report on Form 10-K for the year ended December 29,
2007, and all other information included or incorporated herein by reference in
this prospectus in its entirety before you decide whether to exercise your
rights.
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Per
Share
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Aggregate
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Subscription
Price
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$
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$
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Estimated
Expenses
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$
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$
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Net
Proceeds to Us
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$
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$
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Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
____________________________
The
date of this prospectus
is ,
2008
TABLE
OF CONTENTS
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ABOUT
THIS PROSPECTUS
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1
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QUESTIONS
AND ANSWERS RELATING TO THE RIGHTS OFFERING
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2
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SUMMARY
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7
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RISK
FACTORS
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11
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FORWARD-LOOKING
STATEMENTS
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20
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USE
OF PROCEEDS
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22
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CAPITALIZATION
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23
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DILUTION
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24
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THE
RIGHTS OFFERING
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25
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MATERIAL
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
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31
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PRICE
RANGE OF COMMON STOCK AND DIVIDEND POLICY
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33
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DESCRIPTION
OF CAPITAL STOCK
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34
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PLAN
OF DISTRIBUTION
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37
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WHERE
YOU CAN FIND MORE INFORMATION
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38
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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39
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LEGAL
MATTERS
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39
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EXPERTS
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39
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ABOUT
THIS PROSPECTUS
Unless
otherwise stated or the context otherwise requires, the terms “PGT,” “we,” “us,”
“our,” and the “Company” refer to PGT, Inc. and its subsidiaries.
You
should rely only on the information contained or incorporated by reference in
this prospectus. We have not authorized anyone to provide you with
additional or different information. If anyone provides you with
additional, different or inconsistent information, you should not rely on
it. We are not making an offer to sell securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the
information in this prospectus is accurate only as of the date on the front
cover of this prospectus, and any information we have incorporated by reference
is accurate only as of the date of the document incorporated by reference, in
each case, regardless of the time of delivery of this prospectus or any exercise
of the rights. Our business, financial condition, results of
operations and prospects may have changed since that date.
QUESTIONS AND ANSWERS RELATING TO THE RIGHTS
OFFERING
The
following are examples of what we anticipate will be common questions about the
rights offering. The answers are based on selected information from
this prospectus and the documents incorporated by reference
herein. The following questions and answers do not contain all of the
information that may be important to you and may not address all of the
questions that you may have about the rights offering. This
prospectus and the documents incorporated by reference herein contain more
detailed descriptions of the terms and conditions of the rights offering and
provide additional information about us and our business, including potential
risks related to the rights offering, the common stock of the Company and our
business.
Exercising the rights and investing
in our common stock involves risks. We urge you to carefully read the
section entitled “Risk Factors” beginning on page 11 of this prospectus and
the section entitled “Risk Factors” in our Annual Report on Form 10-K for the
year ended December 29, 2007, and all other information included or incorporated
herein by reference in this prospectus in its entirety before you decide whether
to exercise your rights.
What
is a rights offering?
We
are distributing to holders of our common stock as of 5:00 p.m. Eastern Daylight
Time on ________, 2008, the “record date,” at no charge, subscription rights to
purchase shares of our common stock. You will receive __ subscription
rights for each share of common stock you owned at the close of business on the
record date, subject to adjustments to eliminate fractional
rights. The subscription rights will be evidenced by rights
certificates.
What
is a right?
Each
whole right gives our stockholders the opportunity to purchase one share of our
common stock for $____ per share and carries with it a basic subscription
privilege and an over-subscription privilege.
How
many shares may I purchase if I exercise my rights?
We
are granting to you, as a stockholder of record on the record date, __
subscription rights for each share of our common stock you owned at that
time. Each right contains the basic subscription privilege and the
over-subscription privilege. We determined the ratio of rights you
will receive per share by dividing $__ million by the subscription price of
$____ to determine the number of shares to be issued in the rights offering and
then dividing that number by the number of shares outstanding on the record
date. For example, if you owned 1,000 shares of our common stock on
the record date and you were granted __ rights for each share of our common
stock you owned at that time, then you have the right to purchase ______ shares
of common stock for $____ per share, subject to adjustment. You may
exercise any number of your subscription rights, or you may choose not to
exercise any subscription rights.
If
you hold your shares in the name of a broker, dealer, or other nominee who uses
the services of the Depository Trust Company, or “DTC,” then DTC will issue __
rights to the nominee for each share of our common stock you own at the record
date, subject to adjustments to eliminate fractional rights. Each
whole right can then be used to purchase one share of common stock for $____ per
share. As in the example above, if you owned 1,000 shares of our
common stock on the record date, you have the right to purchase _____ shares of
common stock for $____ per share.
We
will not issue fractional subscription rights or cash in lieu of fractional
rights. Fractional subscription rights will be rounded to the nearest
whole number, with such adjustments as may be necessary to ensure that we offer
________ shares of common stock in the rights offering. In the
unlikely event that, because of the rounding of fractional subscription rights,
the rights offering would have been subscribed in an amount in excess of
_________ shares of common stock, all holders’ subscription rights will be
reduced in an equitable manner. Any excess subscription funds will be
returned, without interest or deduction.
What
is the basic subscription privilege?
The
basic subscription privilege of each whole right entitles you to purchase one
share of our common stock at the subscription price of $____ per
share.
What
is the over-subscription privilege?
The
over-subscription privilege of each right entitles you, if you have fully
exercised your basic subscription privilege, to subscribe for additional shares
of our common stock [(up to the number of shares for which you subscribed under
your basic subscription privilege)] at the same subscription price per share on
a pro rata basis if any
shares are not purchased by other holders of subscription rights under their
basic subscription privileges as of the expiration date. “Pro rata”
means in proportion to the number of shares of our common stock that all
subscription rights holders who have fully exercised their basic subscription
privileges on their common stock holdings have requested to purchase pursuant to
the over-subscription privilege.
What
if there is an insufficient number of shares to satisfy the over-subscription
requests?
If
there is an insufficient number of shares of our common stock available to fully
satisfy the over-subscription requests of rights holders, subscription rights
holders who exercised their over-subscription privilege will receive the
available shares pro
rata based on the number of shares each subscription rights holder has
subscribed for under the over-subscription privilege. Any excess
subscription payments will be returned, without interest or deduction, promptly
after the expiration of the rights offering.
Why
are we conducting the rights offering?
We
are making the rights offering to procure funds for general corporate
purposes. A rights offering provides our stockholders the opportunity
to participate in this transaction and minimizes the dilution of their ownership
interest in the Company.
How
was the subscription price of $____ per share determined?
Our
board of directors determined the subscription price after considering the
likely cost of capital from other sources, the price at which our stockholders
might be willing to participate in the rights offering, and historical and
current trading prices for our common stock. The subscription price
for a subscription right is $____ per share, which is ____% of the closing price
of our common stock on ______, 2008. The subscription price does not
necessarily bear any relationship to the book value of our assets or our past
operations, cash flows, losses, financial condition, net worth or any other
established criteria used to value securities. You should not
consider the subscription price to be an indication of the fair value of the
common stock to be offered in the rights offering.
Am
I required to exercise all of the rights I receive in the rights
offering?
No. You
may exercise any number of your rights, or you may choose not to exercise any
rights. If you do not exercise any rights, the number of shares of our common
stock you own will not change. However, because shares are expected
to be purchased by other stockholders in the rights offering, your percentage
ownership after the exercise of the rights will be diluted.
Am
I required to exercise my rights if I vote to approve the rights offering at the
annual meeting?
No. How
you vote at the annual meeting of stockholders does not affect your decision
about whether to exercise your rights. However, if our stockholders
do not approve the rights offering at the annual meeting, the rights offering
will be cancelled.
How
soon must I act to exercise my rights?
The
rights may be exercised beginning on the date of this prospectus through the
expiration date, which is _______, 2008, at 5:00 p.m., Eastern Daylight Time,
unless extended by us. If you elect to exercise any rights, the
subscription agent must actually receive all required documents and payments
from you or your broker or nominee at or before the expiration
date. Although we have the option of extending the expiration date of
the subscription period, we currently do not intend to do so.
When
will I receive my subscription rights certificate?
Promptly
after the date of this prospectus, the subscription agent will send a
subscription rights certificate to each registered holder of our common stock as
of 5:00 p.m., Eastern Daylight Time, on the record date, based on our
stockholder registry maintained at the transfer agent for our common
stock. If you hold your shares of common stock through a brokerage
account, bank or other nominee, you will not receive an actual subscription
rights certificate. Instead, as described in this prospectus, you
must instruct your broker, bank or nominee whether or not to exercise rights on
your behalf. If you wish to obtain a separate subscription rights
certificate, you should promptly contact your broker, bank or other nominee and
request a separate subscription rights certificate. It is not necessary to have
a physical subscription rights certificate to elect to exercise your
rights.
May
I transfer my rights?
No. Should
you choose not to exercise your subscription rights, you may not sell, give away
or otherwise transfer your subscription rights. Subscription rights will,
however, be transferable by operation of law (for example, upon the death of the
recipient).
Are
we requiring a minimum subscription to complete the rights
offering?
No.
Can
the board of directors cancel, terminate, amend or extend the rights
offering?
Yes. Our
board of directors may decide to cancel or terminate the rights offering at any
time before the expiration of the rights offering and for any
reason. If our board of directors cancels or terminates the rights
offering, we will issue a press release notifying stockholders of the
cancellation or termination, and any money received from subscribing
stockholders will be promptly returned, without interest or
deduction.
The
issuance of shares of common stock pursuant to the rights offering is subject to
the approval of our stockholders at the annual meeting to be held on _______,
2008. If the issuance and sale of our common stock pursuant to the
rights offering is not approved at the annual meeting, then the rights offering
will be cancelled.
We
may amend the terms of the rights offering or extend the subscription period of
the rights offering. The period for exercising your subscription
rights may be extended by our board of directors, although we do not presently
intend to do so. We also reserve the right to amend the terms of the
rights offering.
Has
our board of directors made a recommendation to our stockholders regarding the
exercise of rights under the rights offering?
No.
Our board of directors has not, and will not, make any recommendation to
stockholders regarding the exercise of rights under the rights
offering. You should make an independent investment decision about
whether or not to exercise your rights. Stockholders who exercise
rights risk investment loss on new money invested. We cannot assure
you that the market price for our common stock will remain above the
subscription price or that anyone purchasing shares at the subscription price
will be able to sell those shares in the future at the same price or a higher
price. If you do not exercise your rights, you will lose any value
represented by your rights and your percentage ownership interest in the Company
will be diluted. For more information on the risks of participating
in the rights offering, see the section of this prospectus entitled “Risk
Factors.”
How
do I exercise my rights? What forms and payment are required to purchase the
shares of common stock?
If
you wish to participate in the rights offering, you must take the following
steps, unless your shares are held by a broker, dealer or other
nominee:
• deliver
payment to the subscription agent using the methods outlined in this prospectus;
and
• deliver
a properly completed rights certificate to the subscription agent before 5:00
p.m., Eastern Daylight Time, on ________, 2008, unless extended.
If
you send a payment that is insufficient to purchase the number of shares you
requested, or if the number of shares you requested is not specified in the
forms, the payment received will be applied to exercise your basic subscription
privilege. Unless
you have specified the number of shares you wish to purchase upon exercise of
your over-subscription privilege, any payment in excess of that required to
exercise your basic subscription privilege will be refunded. If the
payment exceeds the subscription price for the full exercise of the basic and
over-subscription privileges (to the extent specified by you), the excess will
be refunded. You will not receive interest on any payments refunded
to you under the rights offering.
When
will I receive my new shares?
If
you purchase shares of common stock in the rights offering, you will receive
your new shares promptly after the closing of the rights offering.
After
I send in my payment and rights certificate, may I change or cancel my exercise
of rights?
No. Unless
our board of directors cancels or terminates the rights offering, all exercises
of rights are irrevocable, even if you later learn information that you consider
to be unfavorable to the exercise of your rights. You should not
exercise your rights unless you are certain that you wish to purchase additional
shares of our common stock at a price of $____ per share.
What
should I do if I want to participate in the rights offering, but my shares are
held in the name of my broker, dealer, or other nominee?
If
you hold your shares of our common stock in the name of a broker, dealer or
other nominee, then your broker, dealer or other nominee is the record holder of
the shares you own. The record holder must exercise the rights on
your behalf for the shares of common stock you wish to purchase.
If
you wish to participate in the rights offering and purchase shares of common
stock, please promptly contact the record holder of your shares. We
will ask your broker, dealer, or other nominee to notify you of the rights
offering. You should complete and return to your record holder the
form entitled “Beneficial Owner Election Form.” You should receive
this form from your record holder with the other rights offering
materials.
How
much money will the Company receive from the rights offering?
While
the rights offering has no minimum purchase requirement, if we sell all of the
shares being offered, we will receive proceeds of $__ million, before deducting
estimated offering expenses. See the section of this prospectus
entitled “Use of Proceeds.”
Are
there risks in exercising my subscription rights?
Yes. The
exercise of your subscription rights involves risks. Exercising your
subscription rights means buying additional shares of our common stock and
should be considered as carefully as you would consider any other equity
investment. You should carefully read the section entitled “Risk
Factors” beginning on page 11 of this prospectus and the section entitled
“Risk Factors” in our Annual Report on Form 10-K for the year ended December 29,
2007, and all other information included or incorporated herein by reference in
this prospectus in its entirety before you decide whether to exercise your
rights.
How
many shares of common stock will be outstanding after the rights
offering?
As
of ______, 2008, we had _______ shares of common stock issued and
outstanding. Based upon the maximum of ________ shares that may be
issued pursuant to the rights offering we would have _______ shares of common
stock outstanding after the closing of the rights offering.
If
the rights offering is not completed, will my subscription payment be refunded
to me?
Yes. The
subscription agent will hold all funds it receives in a segregated bank account
until completion of the rights offering. If the rights offering is
not completed, we will promptly instruct the subscription agent to return your
payment in full. If you own shares in “street name,” it may take
longer for you to receive payment because the subscription agent will send
payments through the record holder of your shares. Any funds
returned will be returned without interest or deduction.
Will
the rights be listed on a stock exchange or national market?
The
rights themselves will not be listed on the Nasdaq Global Market or any other
stock exchange or national market. Our common stock will continue to
trade on the Nasdaq Global Market under the symbol “PGTI,” and the shares issued
in connection with the rights offering will be eligible for trading on the
Nasdaq Global Market.
How
do I exercise my rights if I live outside the United States?
The
subscription agent will hold rights certificates for stockholders having
addresses outside the United States. In order to exercise rights,
holders with addresses outside the United States must notify the subscription
agent and timely follow other procedures described in the section of this
prospectus entitled “The Rights Offering — Foreign Stockholders.”
What
fees or charges apply if I purchase shares of common stock?
We
are not charging any fee or sales commission to issue rights to you or to issue
shares to you if you exercise your rights. If you exercise your
rights through the record holder of your shares, you are responsible for paying
any fees your record holder may charge you.
What
are the U.S. federal income tax consequences of exercising rights?
A
holder should not recognize income or loss for United States federal income tax
purposes in connection with the receipt or exercise of subscription rights in
the rights offering. You should consult your tax advisor as to the
particular consequences to you of the rights offering. For a detailed
discussion, see “Material United States Federal Income Tax
Consequences.”
To
whom should I send my forms and payment?
If
your shares are held in the name of a broker, dealer or other nominee, then you
should send your subscription documents, rights certificate and payment to that
record holder in accordance with the instructions you receive from that record
holder. If you are the record holder, then you should send your
subscription documents, rights certificate and payment by hand delivery, first
class mail, or courier service to:
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By
Mail:
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By
Overnight Courier or By Hand:
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Attn:
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Attn:
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You
are solely responsible for completing delivery to the subscription agent of your
subscription documents, rights certificate, and payment. We urge you
to allow sufficient time for delivery of your subscription materials to the
subscription agent.
Whom
should I contact if I have other questions?
If
you have other questions or need assistance, please contact the information
agent, ______________ at _________.
For
a more complete description of the rights offering, see “The Rights Offering”
beginning on page 25.
SUMMARY
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This summary highlights
information contained elsewhere in this prospectus or incorporated by
reference therein. This summary is not complete and may not
contain all of the information that you should consider before deciding
whether or not you should exercise your rights. You should read
the entire prospectus carefully, including the section entitled "Risk
Factors" beginning on page 11 of this prospectus and the section entitled
“Risk Factors” in our Annual Report on Form 10-K for the year ended
December 29, 2007, and all other information included or incorporated
herein by reference in this prospectus in its entirety before you decide
whether to exercise your rights.
PGT,
Inc.
PGT, Inc. is the leading U.S.
manufacturer and supplier of residential impact-resistant windows and
doors and pioneered the U.S. impact-resistant window and door industry in
the aftermath of Hurricane Andrew in 1992. Our impact-resistant products,
most of which are marketed under the WinGuard ® brand name, combine
heavy-duty aluminum or vinyl frames with laminated glass to provide
protection from hurricane-force winds and wind-borne debris by maintaining
their structural integrity and preventing penetration by impacting
objects. Impact-resistant windows and doors satisfy increasingly stringent
building codes in hurricane-prone coastal states and provide an attractive
alternative to shutters and other “active” forms of hurricane protection
that require installation and removal before and after each storm. Our
current market share in Florida, which is the largest U.S.
impact-resistant window and door market, is significantly greater than
that of any of our competitors. WinGuard sales have increased to represent
68% of our net sales in 2007, compared to 17% in 1999. In addition to our
core WinGuard branded product line, we offer a complete range of premium,
made-to-order and fully customizable aluminum and vinyl windows and doors
that represented 32% of our 2007 net sales. We manufacture these products
in a wide variety of styles and sell to both the residential new
construction, and home repair and remodeling end markets including
multi-story buildings with our Architectural Systems line of products. For
the year ended December 29, 2007, we generated net sales of $278.4
million.
We are incorporated under the
laws of the State of Delaware. Our principal executive offices
are located at 1070 Technology Drive, North Venice, Florida 34275, and our
telephone number is (941) 480-1600. Our website is
www.pgtindustries.com. The information on our website does not constitute
part of this prospectus and should not be relied upon in connection with
making any investment in our securities.
Recent
Developments
[to
come]
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The
Rights Offering
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Securities
offered
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We
are distributing to you, at no charge, __ non-transferable subscription
rights for every one share of our common stock that you owned on the
record date, either as a holder of record or, in the case of shares held
of record by brokers, banks or other nominees, on your behalf, as a
beneficial owner of such shares, subject to adjustments to eliminate
fractional rights. We expect the gross proceeds from the rights
offering to be $__ million, assuming full participation.
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Basic
subscription privilege
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Each
whole right gives you the opportunity to purchase one share of our common
stock for $_____ per share.
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Over-subscription
privilege
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If
you elect to exercise your basic subscription privilege in full, you may
also subscribe for additional shares (up to the number of shares for which
you subscribed under your basic subscription privilege) at the same
subscription price per share. If an insufficient number of
shares are available to satisfy fully the over-subscription privilege
requests, the available shares will be distributed proportionately among
rights holders who exercised their over-subscription privilege based on
the number of shares each rights holder subscribed for under the
over-subscription privilege. The subscription agent will return
any excess payments by mail without interest or deduction promptly after
the expiration of the rights offering.
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Record
date
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5:00
p.m. Eastern Daylight Time on _______, 2008.
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Expiration
date
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5:00
p.m. Eastern Daylight Time on _______, 2008, unless extended by us, in our
sole discretion. Any rights not exercised at or before that
time will expire without any payment to the holders of those unexercised
rights.
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Subscription
price
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$____
per share, payable in cash, which is ____% of the closing price of our
common stock on _______, 2008.
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Use
of proceeds
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Assuming
full participation, the proceeds from the rights offering is expected to
be $__ million, before deducting expenses relating to the rights
offering. The proceeds from the rights offering will be used
for general corporate purposes.
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Non-transferability
of rights
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The
subscription rights may not be sold, transferred or assigned and will not
be listed for trading on the Nasdaq Global Market or on any stock exchange
or market or on the OTC Bulletin Board.
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No
board recommendation
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Our
board of directors makes no recommendation to you about whether you should
exercise any rights. You are urged to make an independent
investment decision about whether to exercise your rights based on your
own assessment of our business and the rights
offering. Please see the section of this prospectus
entitled “Risk Factors” for a discussion of some of the risks involved in
investing in our common stock.
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Conditions
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The
rights offering is subject to approval of our stockholders at the annual
meeting to be held on ________, 2008. If our stockholders do
not approve it, the rights offering will be
cancelled.
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No revocation
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If
you exercise any of your rights, you will not be permitted to revoke or
change the exercise or request a refund of monies paid.
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U.S.
federal income tax considerations
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A
holder should not recognize income or loss for United States federal
income tax purposes in connection with the receipt or exercise of
subscription rights in the rights offering. You should consult your tax
advisor as to the particular consequences to you of the rights offering.
For a detailed discussion, see “Material United States Federal Income Tax
Consequences.”
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Extension,
cancellation, and amendment
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The
period for exercising your subscription rights may be extended by our
board of directors, although we do not presently intend to do
so. Our board of directors may cancel or terminate the rights
offering in its sole discretion at any time on or before the expiration of
the rights offering for any reason (including, without limitation, a
change in the market price of our common stock). The issuance
of shares of common stock pursuant to the rights offering is subject to,
among other things, the approval of our stockholders at the annual meeting
to be held on _______, 2008. If the issuance and sale of our
common stock pursuant to the rights offering is not approved at the annual
meeting, then the rights offering will be cancelled. In the
event that the rights offering is cancelled or terminated, all funds
received from subscriptions by stockholders will be
returned. Interest will not be payable on any returned
funds. We also reserve the right to amend the terms of the
rights offering.
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Procedure
for exercising rights
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If
you are the record holder of shares of our common stock, to exercise your
rights you must complete the rights certificate and deliver it to the
subscription agent, _______________, together with full payment for all
the subscription rights you elect to exercise. The subscription
agent must receive the proper forms and payments on or before the
expiration of the rights offering. You may deliver the
documents and payments by mail or commercial courier. If
regular mail is used for this purpose, we recommend using registered mail,
properly insured, with return receipt requested. If you are a
beneficial owner of shares of our common stock, you should instruct your
broker, custodian bank or nominee in accordance with the procedures
described in the section of this prospectus entitled “The Rights
Offering—Beneficial Owners.”
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Subscription
agent
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_______________
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Information
agent
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_______________
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Questions
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Questions
regarding the rights offering should be directed to _______________, at
________________.
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Shares
outstanding before the rights offering
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_____________
shares as of _______________, 2008.
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Shares
outstanding after completion of the rights offering
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Up
to _______________ shares of our common stock will be outstanding
immediately after completion of the rights offering (excluding shares
issued upon conversion of certain other securities).
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Issuance
of our common stock
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If
you purchase shares of common stock through the rights offering, we will
issue certificates representing those shares to you or DTC on your behalf,
as the case may be, promptly after the completion of the rights
offering.
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Risk
factors
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Stockholders
considering making an investment in the rights offering should consider
the risk factors described in the section of this prospectus entitled
“Risk Factors.”
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Fees
and expenses
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We
will bear the fees and expenses relating to the rights
offering.
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Nasdaq
Global Market trading symbol
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Shares
of our common stock are currently listed for quotation on the Nasdaq
Global Market under the symbol “PGTI,” and the shares to be issued to you
in connection with the rights offering will be eligible for trading on the
Nasdaq Global Market.
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| Risk Factors |
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Exercising
your rights and investing in our common stock involves various risks
associated with your investment, including the risks described in the
section of this prospectus entitled “Risk
Factors”
beginning on page 11 and the risks that we have highlighted in other
sections of this prospectus and in our Annual Report on Form 10-K for the
year ended December 29, 2007, and all other information included or
incorporated by reference in this prospectus. You should
carefully read and consider these risk factors together with all of the
other information included and incorporated by reference in this
prospectus before you decide whether to exercise your rights to purchase
shares of our common stock.
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RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully consider
the specific risks described below, the risks described in our Annual Report on
Form 10-K for the fiscal year ended December 29, 2007, which are incorporated
herein by reference and any risk factors set forth in our other filings with the
SEC, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act of
1934, as amended, before making an investment decision. See the section of this
prospectus entitled “Where You Can Find More Information.” Any of the risks we
describe below or in the information incorporated herein by reference could
cause our business, financial condition or operating results to suffer. The
market price of our common stock could decline if one or more of these risks and
uncertainties develop into actual events. You could lose all or part of your
investment. Additional risks and uncertainties not currently known to us or that
we currently deem to be immaterial also may materially adversely affect our
business, financial condition or operating results. Some of the statements in
this section of the prospectus are forward-looking statements. For more
information about forward-looking statements, please see “Forward-Looking
Statements.”
Risks
Related to Our Business and Industry
The
new home construction and repair and remodeling markets have been
declining.
The window and door industry is subject
to the cyclical market pressures of the larger new construction and repair and
remodeling markets, which in turn may be significantly affected by adverse
changes in economic conditions such as demographic trends, employment levels and
consumer confidence. Beginning in the second half of 2006, we saw a significant
slowdown in the Florida housing market. This slowdown continued during 2007, and
we expect this trend to continue. Like many building material suppliers in the
industry, we have been and will continue to be faced with a challenging
operating environment due to this decline in the housing market. Specifically,
new single family housing permits in Florida decreased by 49% in 2007 compared
to the prior year. The resulting decline in our customers’ construction levels
has decreased demand for our products which has had, and which we expect will
continue to have, an adverse impact on our sales and results of
operations.
The
home building industry and the home repair and remodeling sector are
regulated.
The homebuilding industry and the home
repair and remodeling sector are subject to various local, state and federal
statutes, ordinances, rules and regulations concerning zoning, building design
and safety, construction and similar matters, including regulations that impose
restrictive zoning and density requirements in order to limit the number of
homes that can be built within the boundaries of a particular area. Increased
regulatory restrictions could limit demand for new homes and home repair and
remodeling products and could negatively affect our sales and
earnings.
Our
operating results are substantially dependent on sales of our WinGuard branded
line of products.
A
majority of our net sales are, and are expected to continue to be, derived from
the sales of our WinGuard branded line of products. Accordingly, our future
operating results will depend on the demand for WinGuard products by current and
future customers, including additions to this product line that are subsequently
introduced. If our competitors release new products that are superior to
WinGuard products in performance or price, or if we fail to update WinGuard
products with any technological advances that are developed by us or our
competitors or introduce new products in a timely manner, demand for our
products may decline. A decline in demand for WinGuard products as a result of
competition, technological change or other factors could have a material adverse
effect on our ability to generate sales, which would negatively affect our
financial condition, results of operation and cash flow.
Changes
in building codes could lower the demand for our impact-resistant windows and
doors.
The
market for our impact-resistant windows and doors depends in large part on our
ability to satisfy state and local building codes that require protection from
wind-borne debris. If the standards in such building codes are raised, we may
not be able to meet their requirements, and demand for our products could
decline. Conversely, if the standards in such building codes are lowered or are
not enforced in certain areas, demand for our impact-resistant
products
may decrease. Further, if states and regions that are affected by hurricanes but
do not currently have such building codes fail to adopt and enforce hurricane
protection building codes, our ability to expand our business in such markets
may be limited.
We
may be unable to successfully implement our expansion plans included in our
business strategy.
Our business strategy includes
expansion into new geographic markets in additional coastal states as those
states adopt or enforce building codes that require protection from wind-borne
debris. Should these regions fail to adopt or enforce such building codes, our
ability to expand geographically may be limited. In addition, if these regions
do adopt or enforce building codes that require protection from wind-borne
debris but our competitors enter those markets with products superior to ours in
performance or price, demand for our products in such markets may not develop.
Our business plan also provides for our introduction of new product lines, such
as our new vinyl products, and the expansion of our Architectural Systems
product line. If our competitors release new products that are superior to ours
in performance or price, or if we cannot develop products that meet customers’
demands or introduce our products in a timely manner, we may be unable to
generate sales of such new products.
Our strategy depends in part upon
reducing and controlling operating expenses over time and upon working capital
and operational improvements. We cannot assure you that our efforts will result
in increased profitability, cost savings or other benefits that we
expect.
Our industry is competitive, and
competition may increase as our markets grow as more states adopt or enforce
building codes that require impact-resistant
products.
The
window and door industry is highly competitive. We face significant competition
from numerous small, regional producers, as well as a small number of national
producers. Some of these competitors make products from alternative materials,
including wood. Any of these competitors may (i) foresee the course of market
development more accurately than do we, (ii) develop products that are superior
to our products, (iii) have the ability to produce similar products at a lower
cost, (iv) develop stronger relationships with window distributors, building
supply distributors, and window replacement dealers, or (v) adapt more quickly
to new technologies or evolving customer requirements than do we. As a result,
we may not be able to compete successfully with them.
In
addition, while we are skilled at creating finished impact-resistant and other
window and door products, the materials we use can be purchased by any existing
or potential competitor. New competitors can enter our industry, and existing
competitors may increase their efforts in the impact-resistant market.
Furthermore, if the market for impact-resistant windows and doors continues to
expand, larger competitors could enter, or expand their presence in the market
and may be able to compete more effectively. Finally, we may not be able to
maintain our costs at a level sufficiently low for us to compete effectively. If
we are unable to compete effectively, demand for our products and our
profitability may decline.
Our
business is currently concentrated in one state.
Our
business is concentrated geographically in Florida. In fiscal year 2007,
approximately 91% of our sales were generated from sales in Florida and new
single family housing permits in Florida decreased by 49% in 2007 compared to
the prior year. A decline in the economy of the state of Florida or of the
coastal regions of Florida, a change in state and local building code
requirements for hurricane protection or any other adverse condition in the
state could cause a decline in the demand for our products in Florida, which
could decrease our sales and profitability.
We
depend on third-party suppliers, and the prices we pay for our raw materials are
subject to rapid fluctuations
Our
ability to offer a wide variety of products to our customers is dependent upon
our ability to obtain adequate material supplies from manufacturers and other
suppliers. Generally, our raw materials and supplies are obtainable from various
sources and in sufficient quantities. However, it is possible that our
competitors or other suppliers may create laminates or products based on new
technologies that are not available to us or are more effective than our
products at surviving hurricane-force winds and wind-borne debris or that they
may have access to products of a similar quality at lower prices.
Our primary manufacturing materials
include aluminum extrusion, glass and polyvinyl butyral, each of which is
subject to periods of rapid and significant fluctuations in price. Our cost of
aluminum extrusion increased by 27% over the last three years, and the total
cost of our raw materials in 2007 constituted approximately 52% of our total
cost of goods sold. We have been subject to fuel surcharges enacted by our raw
material suppliers. In 2007, we paid on average approximately $1,000 per
shipment in fuel surcharges to certain raw material suppliers. Although in many
instances we have agreements with our suppliers, these agreements are generally
terminable by either party on limited notice. Moreover, other than with our
suppliers of polyvinyl butyral, glass and aluminum, we do not have
long-term contracts with the suppliers of our raw materials. At December 29,
2007, we had 22 outstanding forward contracts for the purchase of 5.4 million
pounds of aluminum at an average price of $1.22 per pound which covers
approximately 45% of our anticipated needs through August 2008. However, in the
event that severe shortages of such materials occur, we may experience
significant increases in the cost of, or delay in the shipment of, such
materials, which may result in lower margins on the sales of our products. While
historically we have been able to substantially pass on significant cost
increases through to our customers, our results between periods may be
negatively impacted by a delay between the cost increases and price increases in
our products. Failure by our suppliers to continue to supply us with materials
on commercially reasonable terms or in our ability to pass on any future price
increases could result in significantly lower margins.
Price
increases may not be sufficient to offset cost increases and maintain
profitability.
We
may be able to pass some or all raw material, energy and other input cost
increases to customers by increasing the selling prices of our products;
however, higher product prices may also result in a reduction in sales volume.
If we are not able to increase our selling prices sufficiently to offset
increased raw material, energy or other input costs, including packaging, direct
labor, overhead and employee benefits, or if our sales volume decreases
significantly, there could be a negative impact on our results of operations and
financial condition.
Our
level of indebtedness could adversely affect our ability to raise additional
capital to fund our operations, limit our ability to react to changes in the
economy or our industry and prevent us from meeting our obligations under our
debt instruments.
As
of December 29, 2007, our total indebtedness was $130.0 million, all of which
was outstanding under the first lien term loan in our senior secured credit
facility. All of our debt was at a variable interest rate. In the event that
interest rates rise, our interest expense would increase. Based on
debt outstanding at December 29, 2007, a 1.0% increase in interest rates would
result in approximately $[__] million of additional interest expense annually,
without giving effect to our hedging arrangements.
Our
debt could have important consequences for you, including:
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increasing
our vulnerability to general economic and industry
conditions;
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requiring
a substantial portion of our cash flow from operations to be dedicated to
the payment of principal and interest on our indebtedness, therefore
reducing our ability to use our cash flow to fund our operations, capital
expenditures and future business
opportunities;
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exposing
us to the risk of increased interest rates because certain of our
borrowings, including borrowings under our credit facilities, will be at
variable rates of interest;
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limiting
our ability to obtain additional financing for working capital, capital
expenditures, debt service requirements, acquisitions and general
corporate or other purposes; and
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limiting
our ability to adjust to changing market conditions and placing us at a
competitive disadvantage compared to our competitors who have less
debt.
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In
addition, some of our debt instruments, including those governing our credit
facilities, contain cross-default provisions that could result in multiple
tranches of our debt being declared immediately due and payable. In such event,
it is unlikely that we would be able to satisfy our obligations under all of
such accelerated indebtedness simultaneously.
We
may incur additional indebtedness.
We
may incur additional indebtedness under our credit facilities, which provide for
up to $30 million of revolving credit borrowings. In addition, we and our
subsidiary may be able to incur substantial additional indebtedness in the
future, including secured debt, subject to the restrictions contained in the
agreements governing our credit facilities. If new debt is added to our current
debt levels, the related risks that we now face could intensify.
Our
debt instruments contain various covenants that limit our ability to operate our
business.
Our
credit facilities contain various provisions that limit our ability to, among
other things:
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transfer
or sell assets, including the equity interests of our subsidiary, or use
asset sale proceeds;
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pay
dividends or distributions on our capital stock or repurchase our capital
stock;
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make
certain restricted payments or
investments;
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create
liens to secure debt;
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enter
into transactions with affiliates;
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merge
or consolidate with another company;
and
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engage
in unrelated business activities.
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In
addition, our credit facilities require us to meet specified financial ratios.
These covenants may restrict our ability to expand or fully pursue our business
strategies. Our ability to comply with these and other provisions of our credit
facilities may be affected by changes in our operating and financial
performance, changes in general business and economic conditions, adverse
regulatory developments, or other events beyond our control. The breach of any
of these covenants, including those contained in our credit facilities, could
result in a default under our indebtedness, which could cause those and other
obligations to become due and payable. If any of our indebtedness is
accelerated, we may not be able to repay it.
We
may be adversely affected by any disruption in our information technology
systems.
Our
operations are dependent upon our information technology systems, which
encompass all of our major business functions. For example, our Expert
Configuration Order Fulfillment System enables us to synchronize the scheduling
of the manufacturing processes of multiple feeder and assembly operations to
serve our make-to-order needs and ship in geographical sequence, and our “Web
Weaver” web-based order entry system extends the Expert Configuration technology
to the dealer, allowing configuration and price-quoting from the field. A
substantial disruption in our information technology systems for any prolonged
period could result in delays in receiving inventory and supplies or filling
customer orders and adversely affect our customer service and
relationships.
We
may be adversely affected by any disruptions to our manufacturing facilities or
disruptions to our customer, supplier or employee base.
Any
serious disruption to our facilities resulting from hurricanes and other
weather-related events, fire, an act of terrorism or any other cause could
damage a significant portion of our inventory, affect our distribution of
products
and
materially impair our ability to distribute our products to customers. We could
incur significantly higher costs and longer lead times associated with
distributing our products to our customers during the time that it takes for us
to reopen or replace a damaged facility. In addition, if there are disruptions
to our customer and supplier base or to our employees caused by hurricanes, as
we experienced during the 2004 hurricane season, our business could be
temporarily adversely affected by higher costs for materials, increased shipping
and storage costs, increased labor costs, increased absentee rates and
scheduling issues. Furthermore, some of our direct and indirect suppliers have
unionized work forces, and strikes, work stoppages, or slowdowns experienced by
these suppliers could result in slowdowns or closures of their facilities. Any
interruption in the production or delivery of our supplies could reduce sales of
our products and increase our costs.
The
nature of our business exposes us to product liability and warranty
claims.
We
are involved in product liability and product warranty claims relating to the
products we manufacture and distribute that, if adversely determined, could
adversely affect our financial condition, results of operations and cash flows.
In addition, we may be exposed to potential claims arising from the conduct of
homebuilders and home remodelers and their sub-contractors. Although we
currently maintain what we believe to be suitable and adequate insurance in
excess of our self-insured amounts, we may not be able to maintain such
insurance on acceptable terms or such insurance may not provide adequate
protection against potential liabilities. Product liability claims can be
expensive to defend and can divert the attention of management and other
personnel for significant periods, regardless of the ultimate outcome. Claims of
this nature could also have a negative impact on customer confidence in our
products and our company.
We
are subject to potential exposure to environmental liabilities and are subject
to environmental regulation.
We
are subject to various federal, state and local environmental laws, ordinances
and regulations. Although we believe that our facilities are in material
compliance with such laws, ordinances and regulations, as owners and lessees of
real property, we can be held liable for the investigation or remediation of
contamination on such properties, in some circumstances, without regard to
whether we knew of or were responsible for such contamination. Remediation may
be required in the future as a result of spills or releases of petroleum
products or hazardous substances, the discovery of unknown environmental
conditions or more stringent standards regarding existing residual
contamination. More burdensome environmental regulatory requirements may
increase our general and administrative costs and may increase the risk that we
may incur fines or penalties or be held liable for violations of such regulatory
requirements.
A
range of factors may make our quarterly net sales and earnings
variable.
We
have historically experienced, and in the future will continue to experience,
variability in net sales and earnings on a quarterly basis. The factors expected
to contribute to this variability include, among others, (i) the cyclical nature
of the homebuilding industry and the home repair and remodeling sector, (ii)
general economic conditions in the various local markets in which we compete,
(iii) the distribution schedules of our customers, (iv) the effects of the
weather, and (v) the volatility of prices of aluminum, glass and vinyl. These
factors, among others, make it difficult to project our operating results on a
consistent basis.
We
conduct all of our operations through our subsidiary, and rely on dividends and
other payments from our subsidiary to meet all of our obligations.
We
are a holding company and derive all of our operating income from our
subsidiary, PGT Industries, Inc. All of our assets are held by our subsidiary,
and we rely on the earnings and cash flows of our subsidiary, which are paid to
us by our subsidiary in the form of dividends and other payments, to meet our
debt service obligations. The ability of our subsidiary to pay dividends or make
other payments to us will depend on its operating results and may be restricted
by, among other things, the laws of its jurisdiction of organization (which may
limit the amount of funds available for distribution to us), the terms of
existing and future indebtedness and other agreements of our subsidiary,
including our credit facilities, and the covenants of any future outstanding
indebtedness we or our subsidiary incur.
We are
exposed
to risks relating to evaluations of controls required by Section 404 of the
Sarbanes-Oxley Act of 2002.
We
are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002. While
we have concluded that at December 29, 2007, we have no material weaknesses in
our internal controls over financial reporting, we cannot assure you that we
will not have a material weakness in the future. A “material weakness” is a
control deficiency, or combination of significant deficiencies, that results in
more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. If we fail to
maintain a system of internal controls over financial reporting that meets the
requirements of Section 404, we might be subject to sanctions or investigation
by regulatory authorities such as the SEC or by the NASDAQ Stock Market LLC.
Additionally, failure to comply with Section 404 or the report by us of a
material weakness may cause investors to lose confidence in our financial
statements and our stock price may be adversely affected. If we fail to remedy
any material weakness, our financial statements may be inaccurate, we may not
have access to the capital markets and our stock price may be adversely
affected.
The
controlling position of JLL Partners limits the ability of our minority
stockholders to influence corporate matters.
JLL
Partners Fund IV LP ("JLL Partners") owned ___% of our outstanding common stock
as of the record date. Accordingly, JLL Partners has significant influence over
our management and affairs and over all matters requiring stockholder approval,
including the election of directors and significant corporate transactions, such
as a merger or other sale of our company or its assets. This concentration of
ownership may have the effect of delaying or preventing a transaction such as a
merger, consolidation or other business combination involving us, or
discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control, even if such a transaction or change of control
would benefit minority stockholders. In addition, this concentrated control
limits the ability of our minority stockholders to influence corporate matters,
and JLL Partners, as a controlling stockholder, could approve certain actions,
including a going-private transaction, without approval of minority
stockholders, subject to obtaining any required approval of our board of
directors for such transaction. As a result, the market price of our common
stock could be adversely affected.
The
controlling position of JLL Partners exempts us from certain Nasdaq corporate
governance requirements.
Although
we have satisfied all applicable Nasdaq corporate governance rules, for so long
as JLL Partners continues to own more than 50% of our outstanding shares, we
will continue to avail ourselves of the Nasdaq Rule 4350(c) “controlled company”
exemption that applies to companies in which more than 50% of the stockholder
voting power is held by an individual, a group or another company. This rule
grants us an exemption from the requirements that we have a majority of
independent directors on our board of directors and that we have independent
directors determine the compensation of executive officers and the selection of
nominees to the board of directors. However, we intend to comply with such
requirements in the event that JLL Partners’ ownership falls to or below
50%.
Our
directors and officers who are affiliated with JLL Partners do not have any
obligation to report corporate opportunities to us.
Because
some individuals may serve as our directors or officers and as directors,
officers, partners, members, managers or employees of JLL Partners, its
affiliates or their respective investment funds and because such affiliates or
investment funds may engage in similar lines of business to those in which we
engage, our amended and restated certificate of incorporation allocates
corporate opportunities between us and JLL Partners, its affiliates and their
respective investment funds. Specifically, for so long as JLL Partners, its
affiliates and their respective investment funds own at least 15% of our shares
of common stock, none of JLL Partners, its affiliates or their respective
investment funds, or their respective directors, officers, partners, members,
managers or employees has any duty to refrain from engaging directly or
indirectly in the same or similar business activities or lines of business as do
we. In addition, if any of them acquires knowledge of a potential transaction
that may be a corporate opportunity for the Company and for JLL Partners, its
affiliates or their respective investment funds, subject to certain exceptions,
we will not have any expectancy in such corporate opportunity, and they will not
have any obligation to communicate such opportunity to us.
Risks
Related to the Rights Offering
The
price of our common stock is volatile and may decline before or after the
subscription rights expire.
The
market price of our common stock could be subject to wide fluctuations in
response to numerous factors, including factors that have little or nothing to
do with us or our performance, and these fluctuations could materially reduce
our stock price. These factors include, among other things, actual or
anticipated variations in our operating results and cash flow, the nature and
content of our earnings releases and our competitors’ and customers’ earnings
releases, announcements of technological innovations that affect our products,
customers, competitors, or markets, changes in financial estimates by securities
analysts, business conditions in our markets and the general state of the
securities markets and the market for similar stocks, the number of shares of
our common stock outstanding, changes in capital markets that affect the
perceived availability of capital to companies in our industries, governmental
legislation or regulation, currency and exchange rate fluctuations, as well as
general economic and market conditions, such as recessions. In addition, the
stock market historically has experienced significant price and volume
fluctuations. These fluctuations are often unrelated to the operating
performance of particular companies. These broad market fluctuations may cause
declines in the market price of our common stock.
We
cannot assure you that the public trading market price of our common stock will
not decline after you elect to exercise your rights. If that occurs,
you may have committed to buy shares of common stock in the rights offering at a
price greater than the prevailing market price and could have an immediate
unrealized loss. Moreover, we cannot assure you that, following the
exercise of your rights, you will be able to sell your common stock at a price
equal to or greater than the subscription price, and you may lose all or part of
your investment in our common stock. Until shares are delivered upon
expiration of the rights offering, you will not be able to sell the shares of
our common stock that you purchase in the rights
offering. Certificates representing shares of our common stock
purchased will be delivered promptly after expiration of the rights offering. We
will not pay you interest on funds delivered to the subscription agent pursuant
to the exercise of rights.
If
the rights offering is consummated, your relative ownership interest may
experience significant dilution.
To
the extent that you do not exercise your rights and shares are purchased by
other stockholders in the rights offering, your proportionate voting interest
will be reduced, and the percentage that your original shares represent of our
expanded equity after exercise of the rights will be diluted.
The
subscription rights are not transferable, and there is no market for the
subscription rights.
You
may not sell, give away or otherwise transfer your subscription
rights. The subscription rights are only transferable by operation of
law. Because the subscription rights are non-transferable, there is
no market or other means for you to directly realize any value associated with
the subscription rights. You must exercise the subscription rights
and acquire additional shares of our common stock to realize any value from your
subscription rights.
The
subscription price determined for the rights offering is not an indication of
the fair value of our common stock.
Our
board of directors determined the subscription price considering the likely cost
of capital from other sources, the price at which our stockholders might be
willing to participate in the rights offering, and historical and current
trading prices for our common stock. The subscription price for a
subscription right is $____ per share, which is ____% of the closing price of
our common stock on ________, 2008. The subscription price does not
necessarily bear any relationship to the book value of our assets or our past
operations, cash flows, losses, financial condition, net worth or any other
established criteria used to value securities. You should not
consider the subscription price to be an indication of the fair value of the
common stock to be offered in the rights offering. After the date of
this prospectus, our common stock may trade at prices above or below the
subscription price.
You
may not revoke your subscription exercise and could be committed to buying
shares above the prevailing market price.
Once
you exercise your subscription rights, you may not revoke the
exercise. The public trading market price of our common stock may
decline before the subscription rights expire. If you exercise your
subscription rights and, afterwards, the public trading market price of our
common stock decreases below the subscription price, you will have committed to
buying shares of our common stock at a price above the prevailing market
price. Our common stock is traded on the Nasdaq Global Market under
the symbol “PGTI,” and the last reported sales price of our common stock on the
Nasdaq Global Market on ________, 2008 was $_____ per
share. Moreover, you may be unable to sell your shares of common
stock at a price equal to or greater than the subscription price you paid for
such shares.
If
we elect to cancel or terminate the rights offering, neither we nor the
subscription agent will have any obligation with respect to the subscription
rights except to return, without interest, any subscription payments the
subscription agent received from you.
If
you do not act promptly and follow the subscription instructions, your exercise
of subscription rights may be rejected.
Stockholders
who desire to purchase shares in the rights offering must act promptly to ensure
that all required forms and payments are actually received by the subscription
agent before ________, 2008, the expiration date of the rights offering, unless
extended. If you are a beneficial owner of shares, you must act
promptly to ensure that your broker, custodian bank or other nominee acts for
you and that all required forms and payments are actually received by the
subscription agent before the expiration date of the rights
offering. We will not be responsible if your broker, custodian or
nominee fails to ensure that all required forms and payments are actually
received by the subscription agent before the expiration date of the rights
offering. If you fail to complete and sign the required subscription
forms, send an incorrect payment amount or otherwise fail to follow the
subscription procedures that apply to your exercise in the rights offering, the
subscription agent may, depending on the circumstances, reject your subscription
or accept it only to the extent of the payment received. Neither we
nor our subscription agent undertakes to contact you concerning an incomplete or
incorrect subscription form or payment, nor are we under any obligation to
correct such forms or payment. We have the sole discretion to
determine whether a subscription exercise properly follows the subscription
procedures.
Risks
Related to Our Common Stock
The
price of our common stock historically has experienced significant price and
volume fluctuations, which may make it difficult for you to resell the common
stock.
The
market price of our common stock historically has experienced and may continue
to experience significant price and volume fluctuations similar to those
experienced by the broader stock market in recent years. In addition,
the price of our common stock may fluctuate significantly in response to various
factors, including, but not limited to: variations in our annual or quarterly
financial results; changes by financial research analysts in their estimates of
our earnings or the earnings of our customers or competitors; and conditions in
the economy in general or the homebuilding industry in particular, including
increased competitive pressures and dependence on, and pricing pressures from,
the industry and our customers.
Significant
sales of common stock, or the perception that significant sales may occur in the
future, could adversely affect the market price for our common
stock.
The
sale of substantial amounts of our common stock could adversely affect its
price. Sales of substantial amounts of our common stock in the public
market, and the availability of shares for future sale, including _________
shares of our common stock to be issued in the rights offering, and
_____________ shares of our common stock issuable upon exercise of outstanding
options to acquire shares of our common stock (such share totals not adjusted
for anti-dilution adjustments that may be triggered by the rights offering),
could adversely affect the prevailing market price of our common
stock. We cannot foresee the impact of such potential sales on the
market,
but it is possible that if a significant percentage of such available shares are
attempted to be sold within a short period of time, the market for our shares
would be adversely affected. It is also unclear as to whether or not
the market for our common stock could absorb a large number of attempted sales
in a short period of time, regardless of the price at which the same might be
offered. Even if a substantial number of sales do not occur within a
short period of time, the mere existence of this “market overhang” could have a
negative impact on the market for our common stock and our ability to raise
additional capital.
FORWARD-LOOKING
STATEMENTS
This prospectus includes
forward-looking statements regarding, among other things, our financial
condition and business strategy. Forward-looking statements provide our current
expectations and projections about future events. Forward-looking statements
include statements about our expectations, beliefs, plans, objectives,
intentions, assumptions and other statements that are not historical facts. As a
result, all statements other than statements of historical facts included in
this prospectus, including, without limitation, statements under the heading
“Risk Factors” and located elsewhere in this prospectus regarding the prospects
of our industry and our prospects, plans, financial position and business
strategy may constitute forward-looking statements. In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology
such as “may,” “could,” “expect,” “intend,” “estimate,” “anticipate,” “plan,”
“foresee,” “believe” or “continue,” or the negatives of these terms or
variations of them or similar terminology, but the absence of these words does
not necessarily mean that a statement is not forward-looking.
Forward-looking
statements are subject to known and unknown risks and uncertainties and are
based on potentially inaccurate assumptions that could cause actual results to
differ materially from those expected or implied by the forward-looking
statements. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, we can give no assurance that these
expectations will prove to be correct. Important factors that could cause actual
results to differ materially from our expectations are disclosed in this
prospectus, including in conjunction with the forward-looking statements
included in this prospectus and under the heading “Risk Factors.” All subsequent
written and oral forward-looking statements attributable to us or persons acting
on our behalf are expressly qualified in their entirety by the cautionary
statements included in this document. These forward-looking statements speak
only as of the date of this prospectus. We undertake no obligation to publicly
revise any forward-looking statement to reflect circumstances or events after
the date of this prospectus or to reflect the occurrence of unanticipated events
except as may be required by applicable securities laws. Factors, risks and
uncertainties that could cause actual outcomes and results to be materially
different from those projected include, among others:
• Our dependence on one line of products for the majority
of our net sales;
• Changes in building codes
or the failure to adopt or enforce building codes;
• Our ability to execute our
strategic plans;
• Competition in the highly
fragmented window and door industry;
• The concentration of our
business in one state;
• Declines in the new
construction and repair and remodeling end markets;
• Prices we pay for raw
materials and receive for finished products fluctuate rapidly;
• Our level of
indebtedness;
• Our incurrence of
additional indebtedness;
• Our inability to take
certain actions because of restrictions in our debt agreements;
• Dependence on key
personnel;
• Disruptions in our
information technology systems;
• Disruptions at our
manufacturing facilities or in our customer, supplier, or employee
base;
• Exposure to product
liability and warranty claims;
• Exposure to environmental
liabilities and regulation;
• Variability of our
quarterly revenues and earnings;
• Our reliance on our
subsidiary;
• Economic and financial
uncertainty resulting from terrorism;
• Costs of being a public
company, including the cost of complying with the Sarbanes-Oxley Act of
2002; and
• Our ability to meet the
requirements of the Sarbanes-Oxley Act of 2002.
USE
OF PROCEEDS
The
net proceeds to us from the sale of all of our shares of common stock offered in
the rights offering is estimated to be approximately $________ million, after
deducting estimated offering expenses of approximately
$__________. We will use the proceeds of the rights offering for
general corporate purposes and to pay the fees and expenses related to this
rights offering.
CAPITALIZATION
The
following table describes capitalization as of December 29, 2007, on an actual
basis and on a pro forma, as adjusted basis to give effect to the sale of all
__________ shares offered in the rights offering (including application of net
proceeds as described above) at a price of $____ per share.
| |
|
At
December 29, 2007
|
| |
|
Historical
|
|
Pro Forma
|
| |
|
(In
Thousands)
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
Accounts
payable
|
|
$3,730
|
|
|
|
Accrued
liabilities
|
|
11,505
|
|
|
|
Current
portion of long-term debt
|
|
332
|
|
|
|
Total
current liabilities
|
|
$15,567
|
|
|
|
Long-term
debt
|
|
$129,668
|
|
|
|
Deferred
income taxes
|
|
48,927
|
|
|
|
Other
liabilities
|
|
3,231
|
|
|
|
Total
liabilities
|
|
$197,393
|
|
|
|
Commitments
and contingencies
|
|
----
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
|
Preferred
stock, par value $.01 per share; 10,000,000 shares authorized; none
outstanding
|
|
----
|
|
|
|
Common
stock; par value $.01 per share; 200,000,000 shares authorized; 27,732,000
shares issued and 27,620,000 shares outstanding at Dec. 29,
2007
|
|
$276
|
|
|
|
Additional
paid-in-capital
|
|
210,964
|
|
|
|
Accumulated
other comprehensive (loss) income
|
|
(422)
|
|
|
|
Accumulated
deficit
|
|
(346)
|
|
|
|
Total
shareholders' equity
|
|
$210,472
|
|
|
|
Total
capitalization
|
|
$407,865
|
|
|
DILUTION
Purchasers
of our common stock in the rights offering will experience an immediate and
substantial dilution of the net tangible book value of their common
stock. At December 29, 2007, we had a net tangible book value of
approximately $______ million, or $______ per share of our common stock held by
continuing stockholders. After giving effect to the sale of _________
shares of our common stock in the rights offering and after deducting
transaction and offering expenses, the pro forma net tangible book value at
December 29, 2007, attributable to common stockholders would have been $______
million, or $_____ per share of our common stock. This amount
represents an immediate dilution to purchasers in the rights offering of
$_____. The following table illustrates this per share
dilution.
|
Subscription
price
|
|
|
|
|
$ |
|
|
| |
|
|
|
|
|
|
|
|
|
Net
tangible book value per share at December 29, 2007, before the rights
offering
|
|
$ |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Net
increase in pro forma net tangible book value per share attributable to
the rights offering
|
|
$ |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Pro
forma net tangible book value per share after giving effect to the rights
offering
|
|
|
|
|
|
$ |
|
|
| |
|
|
|
|
|
|
|
|
|
Dilution
in pro forma net tangible book value per share to
purchasers
|
|
|
|
|
|
$ |
|
|
THE
RIGHTS OFFERING
The
Rights
We
are distributing to the record holders of our common stock as of ______, 2008,
non-transferable subscription rights to purchase shares of our common
stock. The per share price of $____ is equal to ____% of the closing
price of our common stock on ____, 2008. The subscription rights will
entitle the holders of common stock to purchase shares of common stock for an
aggregate purchase price of $__ million. See below for additional
information regarding subscription by DTC participants.
You
will receive __ subscription rights for each share of our common stock that you
owned at the close of business on the record date, subject to adjustments to
eliminate fractional rights. Each subscription right will entitle the
holder thereof to purchase at the subscription price, on or before the
expiration time of the rights offering, one share of common
stock. Stockholders who elect to exercise their basic subscription
privilege in full may also subscribe, at the subscription price, for additional
shares of our common stock under their respective over-subscription privileges
to the extent that other rights holders do not exercise their basic subscription
privileges in full. If a sufficient number of shares of our common
stock are unavailable to fully satisfy the over-subscription privilege requests,
the available shares of common stock will be sold pro rata among subscription
rights holders who exercised their over-subscription privilege based on the
number of shares each subscription rights holder subscribed for under the
over-subscription privilege.
We
intend to keep the rights offering open until __________, 2008, unless our board
of directors, in its sole discretion, extends such time.
Reasons
for the Rights Offering
Prior
to approving the rights offering, our board of directors carefully considered
current market conditions and opportunities as well as the dilution of the
ownership percentage of the current holders of our common stock that may be
caused by the rights offering before concluding that the rights offering was in
the best interest of the Company. In addition, our board of
directors considered that the rights offering would only occur if it was
approved by our stockholders.
After
weighing the factors discussed above and the effect of the $__ million in
additional capital, before expenses, that may be generated by the sale of shares
pursuant to the rights offering, our board of directors believes that the rights
offering is in the best interests of the Company. As described in the
section of this prospectus entitled “Use of Proceeds,” the proceeds of the
rights offering will be used for general corporate purposes and to pay the fees
and expenses associated with the rights offering.
Expiration
of the Rights Offering and Extensions, Amendments, and Termination
You
may exercise your subscription rights at any time before 5:00 p.m., Eastern
Daylight Time, on _______, 2008, the expiration date of the rights offering,
unless extended. We may, in our sole discretion, extend the time for
exercising the subscription rights.
We
will extend the duration of the rights offering as required by applicable law,
and may choose to extend it if we decide that changes in the market price of our
common stock warrant an extension or if we decide to give investors more time to
exercise their subscription rights in the rights offering. We may
extend the expiration date of the rights offering by giving oral or written
notice to the subscription agent and information agent on or before the
scheduled expiration date. If we elect to extend the expiration of
the rights offering, we will issue a press release announcing such extension no
later than 9:00 a.m., Eastern Daylight Time, on the next business day after the
most recently announced expiration date.
We
reserve the right, in our sole discretion, to amend or modify the terms of the
rights offering.
If
you do not exercise your subscription rights before the expiration date of the
rights offering, your unexercised subscription rights will be null and void and
will have no value. We will not be obligated to honor your exercise
of subscription rights if the subscription agent receives the documents relating
to your exercise after the rights offering expires, regardless of when you
transmitted the documents.
Subscription
Privileges
Your
subscription rights entitle you to a basic subscription privilege and an
over-subscription privilege.
Basic Subscription Privilege.
The basic subscription privilege of each whole right entitles you to purchase
one share of our common stock at the subscription price of $____ per
share. You will receive __ subscription rights for each share of our
common stock you owned at the close of business on the record
date. You are not required to exercise all of your subscription
rights unless you wish to purchase shares under your over-subscription
privilege. We will deliver to the holders of record who purchase
shares in the rights offering certificates representing the shares purchased
with a holder’s basic subscription privilege promptly after the rights offering
has expired.
Over-Subscription Privilege.
In addition to your basic subscription privilege, you may subscribe for
additional shares of our common stock [(up to the number of shares for which you
subscribed under your basic subscription privilege)], upon delivery of the
required documents and payment of the subscription price of $____ per share,
before the expiration of the rights offering. You may only exercise
your over-subscription privilege if you exercised your basic subscription
privilege in full and other holders of subscription rights do not exercise their
basic subscription privileges in full.
Pro Rata Allocation. If there
are not enough shares of our common stock to satisfy all subscriptions made
under the over-subscription privilege, we will allocate the remaining shares of
our common stock pro
rata, after eliminating all fractional shares, among those
over-subscribing rights holders. “Pro rata” means in proportion to
the number of shares of our common stock that you and the other subscription
rights holders have subscribed for under the over-subscription
privilege.
Full Exercise of Basic Subscription
Privilege. You may exercise your over-subscription privilege only if you
exercise your basic subscription privilege in full. To determine if
you have fully exercised your basic subscription privilege, we will consider
only the basic subscription privilege held by you in the same
capacity. For example, suppose that you were granted subscription
rights for shares of our common stock that you own individually and shares of
our common stock that you own collectively with your spouse. If you
wish to exercise your over-subscription privilege with respect to the
subscription rights you own individually, but not with respect to the
subscription rights you own collectively with your spouse, you only need to
fully exercise your basic subscription privilege with respect to your
individually owned subscription rights. You do not have to subscribe
for any shares under the basic subscription privilege owned collectively with
your spouse to exercise your individual over-subscription
privilege.
When
you complete the portion of your subscription rights certificate to exercise
your over-subscription privilege, you will be representing and certifying that
you have fully exercised your subscription privileges as to shares of our common
stock that you hold in that capacity. You must exercise your
over-subscription privilege at the same time you exercise your basic
subscription privilege in full.
Return of Excess Payment. If
you exercised your over-subscription privilege and are allocated less than all
of the shares of our common stock for which you wished to subscribe, your excess
payment for shares that were not allocated to you will be returned to you by
mail, without interest or deduction, promptly after the expiration date of the
rights offering. We will deliver to the holders of record who
purchase shares in the rights offering certificates representing the shares of
our common stock that you purchased promptly after the expiration date of the
rights offering and after all pro rata allocations and
adjustments have been completed.
No
Fractional Rights
We
will not issue fractional subscription rights or cash in lieu of fractional
rights. Fractional subscription rights will be rounded to the nearest
whole number, with such adjustments as may be necessary to ensure that we offer
_________ shares of common stock in the rights offering. In the
unlikely event that, because of the rounding of fractional subscription rights,
the rights offering would have been subscribed in an amount in excess of ______
shares of common stock, all holders’ subscription rights will be reduced in an
equitable manner. Any excess subscription funds will be promptly
returned without interest or deduction.
Conditions
to the Rights Offering
The
rights offering is conditioned upon stockholder approval of the rights
offering. We may cancel or terminate the rights offering, in whole or
in part, at any time in our sole discretion. If we cancel or
terminate the rights offering, in whole or in part, all affected subscription
rights will expire without value, and all subscription payments received by the
subscription agent will be returned promptly, without interest or deduction. See
also “—Cancellation Rights.”
Method
of Subscription—Exercise of Rights
If
you are a record holder of shares of our common stock, you may exercise your
subscription rights by delivering the following to the subscription agent, at or
before 5:00 p.m., Eastern Daylight Time, on _______, 2008, the expiration date
of the rights offering, unless extended:
• Your
properly completed and executed subscription rights certificate with any
required signature guarantees or other supplemental documentation;
and
• Your
full subscription price payment for each share subscribed for under your
subscription privileges.
If
you are a beneficial owner of shares of our common stock whose shares are
registered in the name of a broker, custodian bank, or other nominee, you should
instruct your broker, custodian bank or other nominee to exercise your rights
and deliver all documents and payment on your behalf before 5:00 p.m., Eastern
Daylight Time, on _______, 2008, the expiration date of the rights offering,
unless extended.
Your
subscription rights will not be considered exercised unless the subscription
agent receives from you, your broker, custodian or nominee, as the case may be,
all of the required documents and your full subscription price payment before
5:00 p.m., Eastern Daylight Time, on _______, 2008, the expiration date of the
rights offering, unless extended.
Method
of Payment
Your
payment of the subscription price must be made in United States dollars for the
full number of shares of common stock for which you are subscribing by
either:
• cashier’s
or certified check drawn upon a United States bank payable to the subscription
agent; or
• wire
transfer of immediately available funds, to the subscription account maintained
by the subscription agent at _______________________, Account No.
_______________.
For
wire transfer of funds, please ensure that the wire instructions include the
identity of the subscriber paying the subscription price and the subscription
rights certificate number, and send your subscription rights certificate via
overnight courier to be delivered on the next business day following the day of
the wire transfer to the subscription agent. You are responsible for
any wire transfer fees.
Personal
checks will not be accepted.
Receipt
of Payment
Your
payment will be considered received by the subscription agent only
upon:
• Receipt
by the subscription agent of any cashier's or certified check drawn upon a
United States bank payable to the subscription agent; or
• Receipt
of collected funds in the subscription account designated above.
Delivery
of Subscription Materials and Payment
You
should deliver your subscription rights certificate and payment of the
subscription price to the subscription agent by one of the methods described
below:
|
By
Mail:
|
By
Overnight Courier or By Hand:
|
|
|
|
|
|
|
|
Attn:
|
Attn:
|
|
|
|
Your
delivery to an address or by any method other than as set forth above will not
constitute valid delivery.
Calculation
of Subscription Rights Exercised
If
you do not indicate the number of subscription rights being exercised, or if you
do not forward full payment of the total subscription price payment for the
number of subscription rights that you indicate are being exercised, then you
will be deemed to have exercised your basic subscription privilege with respect
to the maximum number of subscription rights that may be exercised with the
aggregate subscription price payment you delivered to the subscription
agent. Unless you have specified the number of shares you wish to
purchase upon exercise of your over-subscription privilege, any payment in
excess of that required to exercise your basic subscription privilege will be
refunded. If we do not apply your full subscription price payment to
your purchase of shares of our common stock, we or the subscription agent will
return the excess amount to you by mail, without interest or deduction, promptly
after the expiration date of the rights offering.
Your
Funds Will Be Held by the Subscription Agent until Shares of Our Common Stock
Are Issued
The
subscription agent will hold your payment of the subscription price in a
segregated account with other payments received from other subscription rights
holders until we issue your shares of our common stock to you upon consummation
of the rights offering.
Medallion
Guarantee May Be Required
Your
signature on each subscription rights certificate must be guaranteed by an
eligible institution, such as a member firm of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office or correspondent in the
United States, subject to standards and procedures adopted by the subscription
agent, unless:
• Your
subscription rights certificate provides that shares are to be delivered to you
as record holder of those subscription rights; or
• You
are an eligible institution.
Notice
to Brokers and Nominees
If
you are a broker, a trustee or a depositary for securities who holds shares of
our common stock for the account of others on ________, 2008, the record date,
you should notify the respective beneficial owners of such shares of the rights
offering as soon as possible to find out their intentions with respect to
exercising their subscription rights. You should obtain instructions from the
beneficial owner with respect to their subscription rights, as set forth in the
instructions we have provided to you for your distribution to beneficial
owners. If the beneficial owner so instructs, you should complete the
appropriate subscription rights certificates and submit them to the subscription
agent with the proper payment. If you hold shares of our common stock
for the account(s) of more than one beneficial owner, you may exercise the
number of subscription rights to which all such beneficial owners in the
aggregate otherwise would have been entitled had they been direct record holders
of our common stock on the record date, provided that you, as a nominee record
holder, make a proper showing to the subscription agent by submitting the form
entitled “Nominee Holder Certification” that was provided to you with your
rights offering materials. If you did not receive this form, you
should contact the subscription agent to request a copy.
Beneficial
Owners
If
you are a beneficial owner of shares of our common stock or will receive your
subscription rights through a broker, custodian bank or other nominee, we will
ask your broker, custodian bank or other nominee to notify you of the rights
offering. If you wish to exercise your subscription rights, you will
need to have your broker, custodian bank or other nominee act for
you. If you hold certificates of our common stock directly and would
prefer to have your broker, custodian bank or other nominee act for you, you
should contact your nominee and request it to effect the transactions for
you. To indicate your decision with respect to your subscription
rights, you should complete and return to your broker, custodian bank or other
nominee the form entitled “Beneficial Owners Election Form.” You should receive
this form from your broker, custodian bank or other nominee with the other
rights offering materials. If you wish to obtain a separate
subscription rights certificate, you should contact the nominee as soon as
possible and request that a separate subscription rights certificate be issued
to you. You should contact your broker, custodian bank or other
nominee if you do not receive this form, but you believe you are entitled to
participate in the rights offering. We are not responsible if you do
not receive the form from your broker, custodian bank or nominee or if you
receive it without sufficient time to respond.
Instructions
for Completing Your Subscription Rights Certificate
You
should read and follow the instructions accompanying the subscription rights
certificates carefully.
You
are responsible for the method of delivery of your subscription rights
certificate(s) with your subscription price payment to the subscription
agent. If you send your subscription rights certificate(s) and
subscription price payment by mail, we recommend that you send them by
registered mail, properly insured, with return receipt requested. You
should allow a sufficient number of days to ensure delivery to the subscription
agent prior to the time the rights offering expires. You must pay, or
arrange for payment, by means of a certified or cashier’s check or wire transfer
of funds. Personal checks will not be accepted.
Determinations
Regarding the Exercise of Your Subscription Rights
We
will decide all questions concerning the timeliness, validity, form and
eligibility of the exercise of your subscription rights and any such
determinations by us will be final and binding. We, in our sole
discretion, may waive, in any particular instance, any defect or irregularity or
permit, in any particular instance, a defect or irregularity to be corrected
within such time as we may determine. We will not be required to make
uniform determinations in all cases. We may reject the exercise of
any of your subscription rights because of any defect or
irregularity. We will not accept any exercise of subscription rights
until all irregularities have been waived by us or cured by you within such time
as we decide, in our sole discretion.
Neither
we, the subscription agent, nor the information agent will be under any duty to
notify you of any defect or irregularity in connection with your submission of
subscription rights certificates, and we will not be liable for failure to
notify you of any defect or irregularity. We reserve the right to
reject your exercise of subscription rights if your exercise is not in
accordance with the terms of the rights offering or in proper
form. We will also not accept the exercise of your subscription
rights if our issuance of shares of our common stock to you could be deemed
unlawful under applicable law.
Material
United States Federal Income Tax Consequences
A
holder should not recognize income or loss for United States federal income tax
purposes in connection with the receipt or exercise of subscription rights in
the rights offering. You should consult your tax advisor as to the
particular consequences to you of the rights offering. For a detailed
discussion, see “Material United States Federal Income Tax
Consequences.”
Regulatory
Limitation
We
will not be required to issue shares of our common stock to you pursuant to the
rights offering if, in our opinion, you would be required to obtain prior
clearance or approval from any state or federal regulatory authorities to own or
control such shares if, at the time the rights offering expires, you have not
obtained such clearance or approval.
Questions
about Exercising Subscription Rights
If
you have any questions or require assistance regarding the method of exercising
your subscription rights or requests for additional copies of this document or
the Instructions for Use of PGT, Inc. Subscription Rights Certificates, you
should contact the information agent at the address and telephone number set
forth under “Questions and Answers relating to the Rights Offering” included
elsewhere in this prospectus.
Subscription
Agent and Information Agent
We
have appointed __________________ to act as subscription agent and __________ to
act as information agent for the rights offering. You should direct
any questions or requests for assistance concerning the method of subscribing
for the shares of common stock or for additional copies of this prospectus to
the information agent.
Fees
and Expenses
We
will pay all fees charged by the subscription agent and the information agent.
You are responsible for paying any other commissions, fees, taxes or other
expenses incurred in connection with the exercise of the rights. Neither we nor
the subscription agent will pay such expenses.
No
Revocation
Once
you have exercised your subscription privileges, you may not revoke your
exercise. Subscription rights not exercised before the expiration
date of the rights offering will expire and will have no value.
Procedures
for DTC Participants
We
expect that the exercise of your basic subscription privilege and your
over-subscription privilege may be made through the facilities of the Depository
Trust Company. If your subscription rights are held of record through
DTC, you may exercise your basic subscription privilege and your
over-subscription privilege by instructing DTC to transfer your subscription
rights from your account to the account of the subscription agent, together with
certification as to the aggregate number of subscription rights you are
exercising and the number of shares of our common stock you are subscribing for
under your basic subscription privilege and your over-subscription privilege, if
any, and your subscription price payment for each share of our common stock that
you subscribed for pursuant to your basic subscription privilege and your
over-subscription privilege.
Subscription
Price
The
subscription price is $____ per share. For more information with
respect to how the subscription price was determined, see “—Reasons for the
Rights Offering” and “Questions and Answers relating to the Rights Offering”
included elsewhere in this prospectus.
Foreign
Stockholders
We
will not mail subscription rights certificates to stockholders on the record
date, or to subsequent transferees, whose addresses are outside the United
States. Instead, we will have the subscription agent hold the
subscription rights certificates for those holders’ accounts. To
exercise their subscription rights, foreign holders must notify the subscription
agent before 11:00 a.m., Eastern Daylight Time, on ________, 2008, three
business days prior to the initial expiration date, and must establish to the
satisfaction of the subscription agent that it is permitted to exercise its
subscription rights under applicable law. If these procedures are not
followed prior to the expiration date, your rights will expire.
Non-Transferability
of the Rights
Except
in the limited circumstances described below, only you may exercise the basic
subscription privilege and the over-subscription privilege. You may
not sell, give away or otherwise transfer the basic subscription privilege or
the over-subscription privilege.
Notwithstanding
the foregoing, your rights may be transferred by operation of law; for example,
a transfer of rights to the estate of the recipient upon the death of the
recipient would be permitted. If the rights are transferred as
permitted, evidence satisfactory to us that the transfer was proper must be
received by us before the expiration date of the rights offering.
Cancellation
Rights
Our
board of directors may cancel the rights offering, in whole or in part, in its
sole discretion at any time before the time the rights offering expires for any
reason (including a change in the market price of our common
stock). If we cancel the rights offering, any funds you paid to the
subscription agent will be promptly refunded, without interest or
deduction.
No
Board Recommendation
An
investment in shares of our common stock must be made according to each
investor’s evaluation of his own best interests and after considering all of the
information herein, including the “Risk Factors” section of this
prospectus. Neither we nor our board of directors make any
recommendation to subscription rights holders regarding whether they should
exercise or sell their subscription rights.
Shares
of Common Stock Outstanding After the Rights Offering
Based
on the _____________ shares of our common stock currently outstanding as of
___________, 2008 and assuming that all __________ shares of common stock
offered in the rights offering are issued, ____________ shares of our common
stock will be issued and outstanding following the rights offering excluding any
shares that may be issued pursuant to the exercise of stock
options.
MATERIAL
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The
following discussion is a summary of the material United States Federal income
tax consequences of the rights offering to holders of our common stock. This
discussion assumes that the holders of our common stock hold such common stock
as a capital asset for United States Federal income tax purposes. This
discussion is based on the Internal Revenue Code of 1986, as amended, Treasury
Regulations promulgated thereunder, Internal Revenue Service rulings and
pronouncements and judicial decisions in effect on the date hereof, all of which
are subject to change (possibly with retroactive effect) and to differing
interpretations. This discussion applies only to holders that are United States
persons and does not address all aspects of United States federal income
taxation that may be relevant to holders in light of their particular
circumstances or to holders who may be subject to special tax treatment under
the Internal Revenue Code, including, without limitation, holders who are
dealers in securities or foreign currency, foreign persons, insurance companies,
tax-exempt organizations, banks, financial institutions, broker-dealers, holders
who hold our common stock as part of a hedge, straddle, conversion or other risk
reduction transaction, or who acquired our common stock pursuant to the exercise
of compensatory stock options or otherwise as compensation.
We
have not sought, and will not seek, an opinion of counsel or a ruling from the
Internal Revenue Service regarding the United States Federal income tax
consequences of the rights offering or the related share issuance. The following
summary does not address the tax consequences of the rights offering or the
related share issuance under foreign, state or local tax laws. ACCORDINGLY, EACH
HOLDER OF OUR COMMON STOCK SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE
PARTICULAR TAX CONSEQUENCES OF THE RIGHTS OFFERING AND THE RELATED SHARE
ISSUANCE TO SUCH HOLDER.
The
United States Federal income tax consequences to a holder of our common stock of
the receipt and exercise of subscription rights under the rights offering should
be as follows:
1.
A holder should not recognize taxable income for United States Federal income
tax purposes in connection with the receipt of subscription rights in the rights
offering.
2. Except
as provided in the following sentence, a holder’s tax basis in the subscription
rights received in the rights offering should be zero. If either (i) the fair
market value of the subscription rights on the date such subscription rights are
distributed is equal to at least 15% of the fair market value on such date of
the common stock with respect to which the subscription rights are received or
(ii) the holder elects, in its United States Federal income tax return for the
taxable year in which the subscription rights are received, to allocate part of
its tax basis in such common stock to
the
subscription rights, then upon exercise of the subscription rights, the holder’s
tax basis in the common stock should be allocated between the common stock and
the subscription rights in proportion to their respective fair market values on
the date the subscription rights are distributed. A holder’s holding period for
the subscription rights received in the rights offering should include the
holder’s holding period for the common stock with respect to which the
subscription rights were received.
3.
A holder which allows the subscription rights received in the rights offering to
expire should not recognize any gain or loss, and the tax basis in the common
stock owned by such holder with respect to which such subscription rights were
distributed should be equal to the tax basis in such common stock immediately
before the receipt of the subscription rights in the rights
offering.
4. A
holder should not recognize any gain or loss upon the exercise of the
subscription rights received in the rights offering. The tax basis in the common
stock acquired through exercise of the subscription rights should equal the sum
of the subscription price for the common stock and the holder’s tax basis, if
any, in the rights as described above. The holding period for the common stock
acquired through exercise of the subscription rights should begin on the date
the subscription rights are exercised.
PRICE
RANGE OF COMMON STOCK AND DIVIDEND POLICY
Trading
Prices
The
following table sets forth, for the fiscal quarters indicated, the high and low
sales prices for our common stock as reported by the Nasdaq Global Market from
June 28, 2006, through ______, 2008.
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High
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|
Low
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
Second
Quarter
|
|
$ |
16.42 |
|
|
$ |
13.89 |
|
|
Third
Quarter
|
|
|
18.84 |
|
|
|
12.60 |
|
|
Fourth
Quarter
|
|
|
15.16 |
|
|
|
10.60 |
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$ |
13.42 |
|
|
$ |
11.00 |
|
|
Second
Quarter
|
|
|
13.01 |
|
|
|
10.20 |
|
|
Third
Quarter
|
|
|
12.41 |
|
|
|
7.86 |
|
|
Fourth
Quarter
|
|
|
8.71 |
|
|
|
4.69 |
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$ |
|
|
|
$ |
|
|
|
Second
Quarter (through ___________, 2008)
|
|
|
|
|
|
|
|
|
Dividend
Policy
We have not paid any cash dividends
since our initial public offering in June 2006. Any future determination
relating to dividend policy will be made at the discretion of our board of
directors and will depend on a number of factors, including restrictions in our
debt instruments, as well as our future earnings, capital requirements,
financial condition, prospects and other factors that our board of directors may
deem relevant. The terms of our senior secured credit facility currently
restrict our ability to pay dividends.
DESCRIPTION
OF CAPITAL STOCK
The following is a summary of the
material terms of our capital stock. You are strongly encouraged, however, to
read our amended and restated certificate of incorporation, amended and restated
bylaws and other agreements, copies of which are available from us upon
request.
General Matters
Our amended and restated certificate of
incorporation provides that we are authorized to issue 200,000,000 shares of
common stock, par value $0.01 per share, and 10,000,000 shares of undesignated
preferred stock, par value $0.01 per share.
As of ______, 2008, we had outstanding
___________ shares of common stock (including _____ shares of restricted common
stock) held by __ stockholders of record. As of ______, 2008, we had outstanding
options (including vested and unvested options) to purchase _________ shares of
our common stock.
Common Stock
Shares of our common stock have the
following rights, preferences and privileges:
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|
|
|
| |
• |
Voting rights. Each
outstanding share of common stock entitles its holder to one vote on all
matters submitted to a vote of our stockholders, including the election of
directors. There are no cumulative voting rights. Generally, all matters
to be voted on by stockholders must be approved by a majority of the votes
entitled to be cast by all shares of common stock present or represented
by proxy.
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|
|
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|
•
|
Dividends. Holders of
common stock are entitled to receive dividends as, when and if dividends
are declared by our board of directors out of assets legally available for
the payment of dividends.
|
|
|
|
|
| |
•
|
Liquidation. In the
event of a liquidation, dissolution or winding up of our affairs, whether
voluntary or involuntary, after payment of our liabilities and obligations
to creditors, our remaining assets will be distributed ratably among the
holders of shares of common stock on a per share basis. If we have any
preferred stock outstanding at such time, holders of the preferred stock
may be entitled to distribution and/or liquidation preferences. In either
such case, we will need to pay the applicable distribution to the holders
of our preferred stock before distributions are paid to the holders of our
common stock.
|
| |
|
|
| |
• |
Rights
and preferences. Our common stock has no preemptive, redemption,
conversion or subscription rights. The rights, powers, preferences and
privileges of holders of our common stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any series
of preferred stock that we may designate and issue in the
future. |
Listing
The common stock is listed on the
Nasdaq Global Market under the trading symbol “PGTI.”
Preferred Stock
Our amended and restated certificate of
incorporation provides that the board of directors has the authority, without
action by the stockholders, to designate and issue up to 10,000,000 shares of
preferred stock in one or more classes or series and to fix the powers, rights,
preferences and privileges of each class or series of preferred stock, including
dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences and the number of shares constituting any class or
series, which may be greater than the rights of the holders of the common stock.
There will be no shares of preferred stock outstanding immediately after the
closing of this offering. Any issuance of shares of preferred stock could
adversely affect the voting power of holders of common stock, and the likelihood
that the holders will receive dividend payments and payments upon liquidation
could have the effect of delaying, deferring or preventing a change in control.
We have no present plans to issue any shares of preferred stock.
Registration
Rights
Our security holders’ agreement with
certain of our stockholders, including JLL Partners and our executive officers,
provides that, upon the request of JLL Partners, we will register under the
Securities Act shares of our common stock held by JLL Partners. for sale in
accordance with its intended method of disposition, and will take other actions
as are necessary to permit the sale of the shares in various jurisdictions. In
addition, if we register any of our equity securities either for our own account
or for the account of other security holders, JLL Partners is entitled to notice
of the registration and may include its shares in the registration, subject to
certain customary underwriters’ “cut-back” provisions. All fees, costs and
expenses of underwritten registrations will be borne by us, other than
underwriting discounts and selling commissions, which will be borne by each
stockholder selling its shares. Our obligation to register the shares and take
other actions is subject to certain restrictions on, among other things, the
frequency of requested registrations, the number of shares to be registered and
the duration of these rights.
Anti-Takeover Effects of Certain
Provisions of Our Certificate of Incorporation and Bylaws
Our amended and restated certificate of
incorporation and bylaws contain provisions that are intended to enhance the
likelihood of continuity and stability in the composition of the board of
directors and which may have the effect of delaying, deferring or preventing a
future takeover or change in control of our company unless the takeover or
change in control is approved by our board of directors. These provisions
include the following:
Staggered Board of Directors.
Our amended and restated certificate of incorporation provides for a staggered
board of directors, divided into three classes, with our stockholders electing
one class each year. Between stockholders’ meetings, the board of directors will
be able to appoint new directors to fill vacancies or newly created
directorships so that no more than the number of directors in any given class
could be replaced each year and it would take three successive annual meetings
to replace all directors.
Elimination of stockholder action
through written consent. Our amended and restated certificate of
incorporation provides that stockholder action can be taken only at an annual or
special meeting of stockholders and cannot be taken by written consent in lieu
of a meeting.
Elimination of the ability to call
special meetings. Our amended and restated certificate of incorporation
provides that, except as otherwise required by law, special meetings of our
stockholders can only be called pursuant to a resolution adopted by a majority
of our board of directors, a committee of the board of directors that has been
duly designated by the board of directors and whose powers and authority include
the power to call such meetings, or by our chief executive officer or the
chairman of our board of directors. Stockholders are not permitted to call a
special meeting or to require our board to call a special meeting.
Advance notice procedures for
stockholder proposals. Our bylaws establish an advance notice procedure
for stockholder proposals to be brought before an annual meeting of our
stockholders, including proposed nominations of persons for election to our
board. Stockholders at our annual meeting may only consider proposals or
nominations specified in the notice of meeting or brought before the meeting by
or at the direction of our board or by a stockholder who was a stockholder of
record on the record date for the meeting, who is entitled to vote at the
meeting and who has given to our secretary timely written notice, in proper
form, of the stockholder’s intention to bring that business before the
meeting.
Removal of Directors; Board of
Directors Vacancies. Our certificate of incorporation and bylaws provide
that members of our board of directors may not be removed without cause. Our
bylaws further provide that only our board of directors may fill vacant
directorships, except in limited circumstances. These provisions would prevent a
stockholder from gaining control of our board of directors by removing incumbent
directors and filling the resulting vacancies with such stockholder’s own
nominees.
Amendment of certificate of
incorporation and bylaws. The General Corporation Law of the State of
Delaware, or DGCL, provides generally that the affirmative vote of a majority of
the outstanding shares entitled to vote is required to amend or repeal a
corporation’s certificate of incorporation or bylaws, unless the certificate of
incorporation requires a greater percentage. Our certificate of incorporation
generally requires the approval of the holders of at least two-thirds of the
voting power of the issued and outstanding shares of our capital stock entitled
to vote in connection with the election of directors to amend any provisions of
our certificate of incorporation described in this section. Our certificate of
incorporation and bylaws provide that the holders of at least two-thirds of
the
voting power of the issued and outstanding shares of our capital stock entitled
to vote in connection with the election of directors have the power to amend or
repeal our bylaws. In addition, our certificate of incorporation grants our
board of directors the authority to amend and repeal our bylaws without a
stockholder vote in any manner not inconsistent with the laws of the State of
Delaware or our certificate of incorporation.
The foregoing provisions of our amended
and restated certificate of incorporation and bylaws could discourage potential
acquisition proposals and could delay or prevent a change in control. These
provisions are intended to enhance the likelihood of continuity and stability in
the composition of our board of directors and in the policies formulated by our
board of directors and to discourage certain types of transactions that may
involve an actual or threatened change of control. These provisions are designed
to reduce our vulnerability to an unsolicited acquisition proposal. The
provisions also are intended to discourage certain tactics that may be used in
proxy fights. However, such provisions could have the effect of discouraging
others from making tender offers for our shares and, as a consequence, they also
may inhibit fluctuations in the market price of the common stock that could
result from actual or rumored takeover attempts. Such provisions also may have
the effect of preventing changes in our management or delaying or preventing a
transaction that might benefit you or other minority stockholders.
Corporate
Opportunities
In recognition that directors,
officers, partners, members, managers and/or employees of JLL Partners and their
respective affiliates and investment funds, which we refer to as the Sponsor
Entities, may serve as our directors and/or officers, and that the Sponsor
Entities may engage in similar activities or lines of business that we do, our
amended and restated certificate of incorporation provides for the allocation of
certain corporate opportunities between us and the Sponsor Entities.
Specifically, none of the Sponsor Entities or any director, officer, partner,
member, manager or employee of the Sponsor Entities has any duty to refrain from
engaging directly or indirectly in the same or similar business activities or
lines of business that we do. In the event that any Sponsor Entity acquires
knowledge of a potential transaction or matter which may be a corporate
opportunity for itself and us, we will not have any expectancy in such corporate
opportunity, and the Sponsor Entity will not have any duty to communicate or
offer such corporate opportunity to us and may pursue or acquire such corporate
opportunity for itself or direct such opportunity to another person. In
addition, if a director or officer of our company who is also a director,
officer, member, manager or employee of any Sponsor Entity acquires knowledge of
a potential transaction or matter which may be a corporate opportunity for us
and a Sponsor Entity, we will not have any expectancy in such corporate
opportunity unless such corporate opportunity is expressly offered to such
person in his or her capacity as a director or officer of our
company.
The above provision shall
automatically, without any need for any action by us, be terminated and void at
such time as the Sponsor Entities beneficially own less than 15% of our shares
of common stock.
In recognition that we may engage in
material business transactions with the Sponsor Entities, from which we are
expected to benefit, our amended and restated certificate of incorporation
provides that any of our directors or officers who are also directors, officers,
partners, members, managers and/or employees of any Sponsor Entity will have
fully satisfied and fulfilled his or her fiduciary duty to us and our
stockholders with respect to such transaction, if: the transaction was fair to
us and was made on terms that are not less favorable to us than could have been
obtained from a bona fide third party at the time we entered into the
transaction; and either the transaction was approved, after being made aware of
the material facts of the relationship between each of the company or a
subsidiary thereof and the Sponsor Entity and the material terms and facts of
the transaction, by (i) an affirmative vote of a majority of the members of our
board of directors who do not have a material financial interest in the
transaction, referred to as Interested Persons or (ii) an affirmative vote of a
majority of the members of a committee of our board of directors consisting of
members who are not interested persons; or the transaction was approved by an
affirmative vote of the holders of a majority of shares of our common stock
entitled to vote, excluding the Sponsor Entities and any interested
person.
Transfer Agent and
Registrar
The transfer agent and registrar for
our common stock is LaSalle Bank National Association, and its telephone number
is (312) 904-2458.
PLAN
OF DISTRIBUTION
On
or about _________, 2008, we will distribute the rights, rights certificates and
copies of this prospectus to individuals who owned shares of common stock on
_________, 2008. If you wish to exercise your rights and purchase
shares of common stock, you should complete the rights certificate and return it
with payment for the shares, to the subscription agent, ____________, at the
following address:
By
Mail:
|
By
Mail:
|
By
Overnight Courier or By Hand:
|
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|
|
|
|
|
Attn:
|
Attn:
|
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|
See
further the section of this prospectus entitled “The Rights
Offering.” If you have any questions, you should contact the
information agent, _____________, (___) _________.
Other
than as described herein, we do not know of any existing agreements between any
stockholder, broker, dealer, underwriter or agent relating to the sale or
distribution of the underlying common stock.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the information reporting requirements of the Securities Exchange
Act of 1934, as amended, and, in accordance with these requirements, we are
required to file periodic reports and other information with the United States
Securities and Exchange Commission. The reports and other information
filed by us with the SEC may be inspected and copied at the public reference
facilities maintained by the SEC as described below.
You
may copy and inspect any materials that we file with the SEC at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. Please call
the SEC at 1-800-SEC-0330 for further information about the operation of the
public reference rooms. The SEC also maintains an internet website at
http://www.sec.gov that contains our filed reports, proxy and information
statements, and other information that we file electronically with the
SEC. Additionally, we make these filings available, free of charge,
on our website at www.pgtindustries.com as soon as reasonably practicable after
we electronically file such materials with, or furnish them to, the
SEC. The information on our website, other than these filings, is
not, and should not be, considered part of this prospectus, is not incorporated
by reference into this document, and should not be relied upon in connection
with making any investment decision with respect to our common
stock.
You
may also request a copy of any Securities Exchange Commission filings, and any
information required by Rule 144A(d)(4) under the Securities Act during any
period in which we are not subject to Section 13 or 15(d) of the Exchange Act,
at no cost, by contacting:
PGT,
Inc.
1070
Technology Drive
North
Venice, Florida 34275
Attention:
Corporate Secretary
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We
disclose important information to you by referring you to documents that we have
previously filed with the Securities Exchange Commission or documents that we
will file with the Securities Exchange Commission in the future. The
information incorporated by reference is considered to be part of this
prospectus, and information in documents that we file later with the Securities
Exchange Commission will automatically update and supersede information in this
prospectus. We incorporate by reference the documents listed below
into this prospectus, and any future filings made by us with the Securities
Exchange Commission under Section 13(a), 13(c), 14 or 15(d) or the Exchange Act
until we close this offering, including all filings made after the date of the
initial registration statement and prior to the effectiveness of the
registration statement. We hereby incorporate by reference the
following documents:
• Our
Annual Report on Form 10-K for the fiscal year ended December 29, 2007, filed
with the SEC on March 10, 2008, and the portions of the Proxy Statement, dated
___________, for our 2008 Annual Meeting of Stockholders that are incorporated
by reference into the Form 10-K.
Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this prospectus is modified or superseded for purposes of the
prospectus to the extent that a statement contained in this prospectus or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any
statement so modified or superseded does not, except as so modified or
superseded, constitute a part of this prospectus.
You
may request a copy of these filings, at no cost, by written or oral request made
to us at the following address or telephone number:
PGT,
Inc.
1070
Technology Drive
North
Venice, Florida 34275
(941)
480-1600
Attention: Corporate
Secretary
LEGAL
MATTERS
The
validity of the shares of common stock issuable upon exercise of the
subscription rights will be passed upon for us by Skadden, Arps, Slate, Meagher
& Flom LLP.
EXPERTS
The
consolidated financial statements of PGT, Inc. appearing in PGT, Inc.’s Annual Report
(Form 10-K) for the years ended December 29, 2007 and December 30, 2006,
and the related consolidated statements of operations, changes in shareholders’
equity and cash flows for the years ended December 29, 2007, December 30,
2006 and December 31, 2005, and the effectiveness of PGT, Inc.’s internal
control over financial reporting as of December 29, 2007 have been audited by
Ernst & Young LLP, independent registered public accounting firm, as set
forth in their reports thereon, included therin, and incorporated herein by
reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such reports given on the authority of such firm
as experts in accounting and auditing.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
expenses relating to the registration of the securities registered hereby will
be borne by the registrant. Such expenses are estimated to be as
follows:
|
Securities
and Exchange Commission Registration Fee
|
$
[_____]
|
|
Subscription
Agent Fees and Expenses
|
$
[_____]
|
|
Printing
Costs
|
$
[_____]
|
|
Information
Agent Fees and Expenses
|
$
[_____]
|
|
Accounting
Fees and Expenses
|
$
[_____]
|
|
Legal
Fees
|
$
[_____]
|
|
Miscellaneous
Expenses
|
$
[_____]
|
|
Total
|
$
[_____]
|
Item
15. Indemnification of Directors and Officers.
The
following summary is qualified in its entirety by reference to the complete text
of any statutes referred to below and the amended and restated certificate of
incorporation and the bylaws of PGT, Inc., a Delaware corporation.
Section
145 of the General Corporation Law of the State of Delaware (the “DGCL”) permits
a Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person’s conduct was unlawful.
In
the case of an action by or in the right of the corporation, Section 145 of the
DGCL permits a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section
145 of the DGCL also permits a Delaware corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person’s status as such, whether or not the corporation would have the
power to indemnify such person against such liability under Section 145 of the
DGCL.
Article
ELEVENTH of our amended and restated certificate of incorporation and Article
VIII of our bylaws provide that we shall, to the fullest extent permitted by
applicable law, indemnify each person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that he is or was a director or officer of the
Company, or is or was a director or officer of the Company serving at the
request of the Company as a director, officer, employee or agent of another
corporation, limited liability company, partnership, joint venture, trust or
other enterprise. The indemnification provided for in our bylaws is expressly
not exclusive of any other rights to which those seeking indemnification may be
entitled under any law, agreement, or vote of stockholders or disinterested
directors or otherwise. The bylaws also provide that we shall have the power to
purchase and maintain insurance to protect the Company and any director or
officer of the Company against any such expense, liability or loss, whether or
not we would have the power to indemnify such persons against such expense,
liability or loss under the DGCL.
We
maintain an insurance policy on behalf of the Company and its subsidiaries, and
on behalf of the directors and officers thereof, covering certain liabilities
that may arise as a result of the actions of such directors and
officers.
Section
102(b)(7) of the DGCL allows a Delaware corporation to eliminate or limit the
personal liability of directors to a corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except where the
director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase or redemption in violation of Delaware
corporate law or obtained an improper personal benefit.
Pursuant
to Section 102(b)(7) of the DGCL, Article FIFTH of our amended and restated
certificate of incorporation eliminates a director’s personal liability for
monetary damages to the Company and its stockholders for breaches of fiduciary
duty as a director, except in circumstances involving a breach of a director’s
duty of loyalty to the Company or its stockholders, acts or omissions not in
good faith or which involve intentional misconduct or knowing violations of the
law, the unlawful payment of dividends or repurchase of stock, or
self-dealing.
Item
16. List of Exhibits.
The
Exhibits to this registration statement are listed in the Index to
Exhibits.
Item
17. Undertakings.
|
(a)
|
PGT,
Inc. 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 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.
|
|
(b)
|
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 Securities 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 proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of 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 of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
North Venice, State of Florida on March 28, 2008.
|
|
PGT,
INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Rodney Hershberger |
|
|
|
|
Name:
|
Rodney
Hershberger
|
|
|
|
Title:
|
President
and Chief Executive Officer
|
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Mario
Ferrucci, III as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration
statement and any additional registration statement pursuant to Rule 462(b)
under the Securities Act of 1933 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said 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/ Rodney Hershberger
Rodney
Hershberger
|
President
and Chief Executive Officer
(Principal
Executive Officer and Director)
|
March
28, 2008
|
|
/s/ Jeffrey
T. Jackson
Jeffrey
T. Jackson
|
Chief
Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
|
March
28, 2008
|
|
/s/
Paul S. Levy
Paul
S. Levy
|
Chairman
and Director
|
March
28, 2008
|
|
/s/ Alexander R.
Castaldi
Alexander
R. Castaldi
|
Director
|
March
28, 2008
|
|
/s/ Richard D. Feintuch
Richard
D. Feintuch
|
Director
|
March
28, 2008
|
|
/s/ Ramsey
Frank
Ramsey
Frank
|
Director
|
March
28, 2008
|
|
|
|
|
|
/s/ M. Joseph McHugh
M.
Joseph McHugh
|
Director
|
March
28, 2008
|
|
/s/ Floyd F. Sherman
Floyd
F. Sherman
|
Director
|
March
28, 2008
|
|
/s/ Randy L. White
Randy
L. White
|
Director
|
March
28, 2008
|
|
/s/ Brett N.
Milgrim
Brett
N. Milgrim
|
Director
|
March
28, 2008
|
|
|
|
|
|
/s/ William J.
Morgan
William
J. Morgan
|
Director
|
March
28, 2008
|
|
/s/ Daniel
Agroskin
Daniel
Agroskin
|
Director
|
March
28, 2008
|
EXHIBIT
INDEX
|
Exhibit
|
Description
|
|
|
|
|
4.1
*
|
Form
of Subscription Rights Certificate.
|
|
|
|
|
4.2
**
|
Subscription
Agent Agreement, dated as of _________, 2008, by and between PGT, Inc. and
____________.
|
|
|
|
|
5.1
**
|
Opinion
of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of
the securities being registered.
|
|
|
|
|
23.1
*
|
Consent
of Ernst & Young LLP.
|
|
|
|
|
23.2
**
|
Consent
of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of
Exhibit 5.1).
|
|
|
|
|
24.1
*
|
Powers
of Attorney (included on signature page hereto).
|
|
|
|
|
99.1
*
|
Form
of Instruction for Use of PGT, Inc. Subscription Rights
Certificates.
|
|
|
|
|
99.2
*
|
Form
of Letter to Stockholders who are Record Holders.
|
|
|
|
|
99.3
*
|
Form
of Letter to Nominee Holders Whose Clients are Beneficial
Holders.
|
|
|
|
|
99.4
*
|
Form
of Letter to Clients of Nominee Holders.
|
|
|
|
|
99.5
*
|
Form
of Nominee Holder Certification.
|
|
|
|
|
99.6
*
|
Form
of Beneficial Owner Election.
|
|
|
|
*
Filed herewith.
** To
be filed by amendment.