As Filed with the Securities and Exchange Commission on July 10, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8/A-1
POST-EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________
PGT, INC.
(Exact name of registrant as specified in its charter)
Delaware 20-0634715
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
1070 Technology Drive
North Venice, Florida 34275
(941) 480-1600
(Address, including zip code, and telephone number
of registrant's principal executive offices)
_______________
PGT, INC. 2004 STOCK INCENTIVE PLAN
PGT, INC. 2006 EQUITY INCENTIVE PLAN
(Full titles of the plans)
_______________
Mario Ferrucci III, Esq.
Corporate Counsel
PGT, INC.
1070 Technology Drive
North Venice, Florida 34275
(Name and address of agent for service)
(941) 480-1600
(Telephone number, including area code, of agent for service)
It is respectfully requested that the Commission also send copies of all
notices, orders and communications to:
Robert B. Pincus, Esq.
Allison Land Amorison, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
(302) 651-3000
The purpose of this Post-Effective Amendment No. 1 is to replace
Exhibit 23.1 with a revised Exhibit 23.1.
Item 8. Exhibits.
The exhibits listed in the Exhibit Index, which is incorporated herein
by reference, are filed as part of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of North Venice, State of Florida, on
July 10, 2006.
Date: July 10, 2006 PGT, INC.
By: /s/ Rodney Hershberger
----------------------------
Name: Rodney Hershberger
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Rodney Hershberger President, Chief Executive Officer, and July 10, 2006
--------------------------- Director (Principal Executive Officer and
Rodney Hershberger Director)
/s/ Jeffrey T. Jackson Chief Financial Officer and Treasurer July 10, 2006
--------------------------- (Principal Financial Officer and Principal
Jeffrey T. Jackson Accounting Officer)
* Director July 10, 2006
---------------------------
Alexander R. Castaldi
* Director July 10, 2006
---------------------------
Richard D. Feintuch
* Director July 10, 2006
---------------------------
Ramsey A. Frank
* Director July 10, 2006
---------------------------
Paul S. Levy
* Director July 10, 2006
---------------------------
Brett N. Milgrim
* Director July 10, 2006
---------------------------
Floyd F. Sherman
* Director July 10, 2006
---------------------------
Randy L. White
* By: /s/ Mario Ferrucci III
------------------------
Mario Ferrucci III
Attorney-in-Fact
EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation of PGT, Inc.
(incorporated herein by reference to Exhibit 3.1 to Amendment No.
3 to the Registration Statement of the Company on Form S-1, filed
with the Securities and Exchange Commission on June 8, 2006,
Registration No. 333-132365).
4.2 Amended and Restated By-Laws of PGT, Inc. (incorporated herein by
reference to Exhibit 3.2 to Amendment No. 3 to the Registration
Statement of the Company on Form S-1, filed with the Securities
and Exchange Commission on June 8, 2006, Registration No.
333-132365).
4.3 Specimen Certificate of the Company's Common Stock, par value
$0.01 per share (incorporated herein by reference to Exhibit 4.1
to Amendment No. 2 to the Registration Statement of the Company
on Form S-1, filed with the Securities and Exchange Commission on
May 25, 2006, Registration No. 333-132365).
4.4 Form of Amended and Restated Security Holders Agreement, by and
among PGT, Inc., JLL Partners Fund IV, L.P. and the stockholders
named therein, (incorporated herein by reference to Exhibit 4.2
to the Company's Amendment No. 3 to the Registration Statement of
the Company on Form S-1, filed with the Securities and Exchange
Commission on June 8, 2006, Registration No. 333-132365).
5.1+ Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
legality of the securities being registered.
23.1* Consent of Ernst & Young LLP.
23.2+ Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
the opinion filed as Exhibit 5.1 hereto).
24.1+ Power of Attorney (included on signature page).
__________________________
* Filed herewith.
+ Previously filed.