As filed with the Securities and Exchange Commission on July 26, 2006.

Registration No. 333-118245

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

LOUISIANA-PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

93-0609074

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

414 Union Street, Nashville, TN  37219

(Address of principal executive offices, including zip code)

 

LOUISIANA-PACIFIC CORPORATION 1997 INCENTIVE STOCK AWARD PLAN

(Full title of plan)

Anton C. Kirchhof
Secretary
Louisiana-Pacific Corporation
414 Union Street, Nashville, TN  37219
(Name and address of agent for service)
(615) 986-5600
(Telephone number, including area code,
of agent for service)

with copies to:

Mark E. Betzen, Esq.
Jones Day
2727 North Harwood Street
Dallas, Texas  75201
(214) 220-3939

 



 

EXPLANATORY STATEMENT

On August 13, 2004, Louisiana-Pacific Corporation (the “Company”) filed a registration statement on Form S-8 (the “Registration Statement”) with respect to a total of 5,000,000 shares of the Company’s common stock, par value $1 per share, issuable in accordance with the terms of the Louisiana-Pacific Corporation 1997 Incentive Stock Award Plan.

This Post-Effective Amendment No. 1 is being filed pursuant to Rule 439(a) under the Securities Act of 1933 in order to add Exhibit 23.3 to the Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 26th day of July, 2006.

 

LOUISIANA-PACIFIC CORPORATION

 

 

(Registrant)

 

 

 

 

 

 

 

 

BY:    /S/ CURTIS M. STEVENS

 

 

Curtis M. Stevens

 

 

Executive Vice President, Administration

 

 

and Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on the 26th day of July, 2006.

Signature

 

Title

 

 

 

BY:    /S/ Richard W. Frost

 

Chief Executive Officer, Director

Richard W. Frost

 

(Principal Executive Officer)

 

 

 

BY:    /S/ Curtis M. Stevens

 

Executive Vice President, Administration

Curtis M. Stevens

 

and Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

 

RUSSELL S. PATTEE*

 

Corporate Controller and Assistant Treasurer

 

 

(Principal Accounting Officer)

 

 

 

E. GARY COOK*

 

Chairman of the Board

ARCHIE W. DUNHAM*

 

Director

DANIEL K. FRIERSON*

 

Director

PAUL W. HANSEN*

 

Director

DUSTAN E. MCCOY*

 

Director

COLIN D. WATSON*

 

Director

 

 

 

BY:    /S/ Curtis M. Stevens

 

Attorney-in-fact for each officer and director whose

Curtis M. Stevens

 

name is followed by an asterisk.

 

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INDEX TO EXHIBITS

Exhibit No.

 

Description of Exhibit

4.1

 

Articles Fourth, Fifth, Seventh, Eighth, Ninth, and Tenth of the registrant’s Restated Certificate of Incorporation, defining the rights of holders of Common Stock. Incorporated by reference to Exhibit 3(a) to the registrant’s Form 10-Q report for the quarter ended June 30, 1993.

 

 

 

4.2

 

Article I, Article II, Sections 2 and 11, Article IV, Article VII and Article X of the registrant’s Bylaws, as amended, defining the rights of holders of Common Stock. Incorporated by reference to Exhibit 3.2 to the registrant’s Form 10-Q report for the quarter ended June 30, 2003.

 

 

 

4.3

 

Rights Agreement, dated as of May 26, 1998, between the registrant and First Chicago Trust Company of New York, as Rights Agent, including the form of Right Certificate as Exhibit A and the Summary of Rights to Purchase Preferred Shares as Exhibit B. Incorporated by reference to Exhibit 1 to the registrant’s Registration on Form 8-A filed May 26, 1998.

 

 

 

4.4

 

Amendment to Rights Agreement dated as of October 17, 2001, between the registrant and First Chicago Trust Company of New York, as Rights Agent. Incorporated by reference to Exhibit 4.2 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2001.

 

 

 

5

 

Opinion of Miller Nash LLP as to the legality of the securities being registered. Incorporated by reference to Exhibit 5 to Registration Statement No. 333-118245 on Form S-8, filed August 13, 2004.

 

 

 

23.1

 

Consent of Deloitte & Touche LLP. Incorporated by reference to Exhibit 23.1 to Registration Statement No. 333-118245 on Form S-8, filed August 13, 2004.

 

 

 

23.2

 

Consent of Miller Nash LLP. Incorporated by reference to Exhibit 23.2 to Registration Statement No. 333-118245 on Form S-8, filed August 13, 2004.

 

 

 

23.3*

 

Consent of Deloitte & Touche LLP.

 

 

 

24

 

Power of attorney of certain officers and directors. Incorporated by reference to Exhibit 24 to Registration Statement No. 333-118245 on Form S-8, filed August 13, 2004.

 

* Filed herewith.

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