As filed with the Securities and Exchange Commission on September 28, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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THE ANDERSONS, INC.
(Exact name of registrant as specified in its charter)
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Ohio 34-1562374
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
480 West Dussel Drive,
Maumee, Ohio 43537
(Address of Principal Executive Offices) (Zip Code)
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THE ANDERSONS, INC.
2004 EMPLOYEE SHARE PURCHASE PLAN
(Full title of the plans)
Beverly J. McBride
The Andersons, Inc.
480 West Dussel Drive
Maumee, Ohio 43537
(Name and address of agent for service)
(419) 893-5050
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be price per aggregate registration
be registered registered share (1) offering price (1) fee
Common Shares,
no par value 300,000 shares $ 20.795 $ 6,238,500 $ 790.42
(1) Computed on the basis of the price at which stock of the same class was sold
on September 23, 2004 pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the amount of the registration
fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted from this Registration Statement in accordance with Rule 428
under the Securities Act of 1933 (the "Securities Act") and the Note to Part I
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted from this Registration Statement in accordance with Rule 428
under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Company under the Securities and
Exchange Act of 1934, as amended are incorporated herein by reference to this
Registration Statement.
-- Annual Report on Form 10-K for the year ended December 31, 2003;
-- Quarterly reports on Form 10-Q for the quarters ended March 31, 2004 and
June 30, 2004; and
-- The description of the Company's Common Shares contained in Item 1 of the
Company's registration statement on Form 8-A filed with the Commission on
October 19, 1995.
All other reports filed by the company pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of such fiscal year are also
incorporated by reference. In addition, all documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 8. Exhibits.
Exhibit Number Description of Document
4 The Andersons, Inc. 2004 Employee Share Purchase Plan (incorporated by reference from Appendix B to the
Proxy Statement for the Annual Meeting of Shareholders held on May 13, 2004)
5.1 Opinion of Beverly J. McBride with respect to the legality of certain shares of the Common Stock being registered
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Beverly J. McBride (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Maumee, State of Ohio, on September 28, 2004.
THE ANDERSONS, INC.
By: /s/Michael J. Anderson
Its: President and CEO
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the date indicated.
Signature Title Date
/s/Richard P. Anderson*
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Richard P. Anderson Chairman of the Board, Director September 28, 2004
/s/Michael J. Anderson
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Michael J. Anderson Chief Executive Officer, President, Director
(Principal Executive Officer) September 28, 2004
/s/Thomas H. Anderson*
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Thomas H. Anderson Chairman Emeritus, Director September 28, 2004
/s/Gary L. Smith*
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Gary L. Smith Vice President, Finance and Treasurer
(Principal Financial Officer) September 28, 2004
/s/Richard R. George*
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Richard R. George Vice President, Controller and CIO
(Principal Accounting Officer) September 28, 2004
/s/John F. Barrett*
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John F. Barrett Director September 28, 2004
/s/Paul M. Kraus*
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Paul M. Kraus Director September 28, 2004
/s/Donald L. Mennel*
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Donald L. Mennel Director September 28, 2004
/s/David L. Nichols*
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David L. Nichols Director September 28, 2004
/s/Sidney A. Ribeau*
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Dr. Sidney A. Ribeau Director September 28, 2004
/s/Charles A. Sullivan*
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Charles A. Sullivan Director September 28, 2004
/s/Jacqueline F. Woods*
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Jacqueline F. Woods Director September 28, 2004
* By /s/Michael J. Anderson September 28, 2004
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Attorney-in-fact