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<TITLE>Anchor Glass Container Corporation</TITLE>
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<P align="center" style="font-size: 10pt">As filed with the Securities and Exchange Commission on April&nbsp;7, 2004



<P align="right" style="font-size: 10pt">Registration Statement No.&nbsp;333-



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<P align="center" style="font-size: 14pt">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION

<DIV align="center" style="font-size: 12pt">Washington, D.C. 20549
</DIV>

<P align="center" style="font-size: 18pt">FORM S-8


<P align="center" style="font-size: 12pt">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


<P align="center" style="font-size: 24pt">Anchor Glass Container Corporation

<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="100%" align="center"></DIV>


<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


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<TR valign="bottom">
    <TD align="center" valign="top">Delaware
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">59-3417812</TD>
</TR>

<TR style="font-size: 1px">
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer Identification Number)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">One Anchor Plaza</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">4343 Anchor Plaza Parkway</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">Tampa, Florida
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">33634-7513</TD>
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    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
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<P align="center" style="font-size: 10pt">Anchor Glass Container Corporation Equity Incentive Plan


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="100%" align="center"></DIV>


<DIV align="center" style="font-size: 10pt">(Full title of the plan)</DIV>



<P align="center" style="font-size: 10pt">Richard A. Kabaker, Esq.<BR>
Vice President, General Counsel and Secretary<BR>
One Anchor Plaza<BR>
4343 Anchor Plaza Parkway<BR>
Tampa, Florida 33634-7513<BR>
(813)&nbsp;884-0000



<P align="center" style="font-size: 10pt">Copies to:



<P align="center" style="font-size: 10pt">Michael R. Littenberg, Esq.<BR>
Schulte Roth &#038; Zabel LLP<BR>
919 Third Avenue<BR>
New York, New York 10022<BR>
Ph: (212)&nbsp;756-2000<BR>
Fax: (212)&nbsp;593-5955


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="100%" align="center"></DIV>


<DIV align="center" style="font-size: 10pt">(Name, address and telephone number, including area code, of agent for service)</DIV>



<P align="center" style="font-size: 10pt">CALCULATION OF REGISTRATION FEE


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    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of securities to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offering price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>aggregate offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B> registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registered (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>per share (2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>price (2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registration fee (2)</B><HR size="1" noshade></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, par value
$.10 per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,500,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">15.38</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">23,070,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">2,922.97</TD>
    <TD nowrap>(3)</TD>
</TR>

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    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
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<HR size="1" width="15%" align="left" noshade>
<DIV align="left" style="font-size: 10pt">(1)&nbsp;Represents the maximum aggregate number of shares of common stock, par
value $.10 per share (the &#147;Common Stock&#148;) of Anchor Glass Container
Corporation, a Delaware corporation (the &#147;Company,&#148;
&#147;we,&#148; &#147;us,&#148; or &#147;our&#148;)</DIV>
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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">granted or available to be granted under the Company&#146;s Equity Incentive Plan
(the &#147;Plan&#148;).


<P align="left" style="font-size: 10pt">(2)&nbsp;Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h)(1) of the Securities Act of 1933, as
amended (the &#147;Securities Act&#148;), the proposed maximum offering price per share,
the proposed maximum aggregate offering price and the amount of registration
fee have been computed based on the average of the high and low prices for the
Common Stock reported on the Nasdaq National Market on March&nbsp;31, 2004.


<P align="left" style="font-size: 10pt">(3)&nbsp;This Registration Statement includes a Reoffer Prospectus. Pursuant to
Rule&nbsp;416 of the Securities Act, this Registration Statement also covers such
number of additional shares of Common Stock as may become available for
issuance pursuant to the Plan in the event of any stock splits, stock dividends
or similar transactions specified in the Plan.



<P align="center" style="font-size: 10pt">EXPLANATORY NOTE



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Cover of this Form S-8 is our Reoffer Prospectus prepared in
accordance with Part&nbsp;I of Form S-3 under the Securities Act. Our Reoffer
Prospectus has been prepared pursuant to Instruction C of Form S-8, in
accordance with the requirements of Part&nbsp;I of Form S-3, and may be used for
reofferings and resales on a continuous or delayed basis in the future of up
to an aggregate of 1,500,000 &#147;control securities&#148; which may be issued pursuant
to the Plan.


<P align="center" style="font-size: 10pt">Part I



<P align="center" style="font-size: 10pt">INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in this Part&nbsp;I will be
sent or given to employees participating in the Plan as specified by Rule
428(b)(1) of the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission (the &#147;Commission&#148;) either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule&nbsp;424 of the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item&nbsp;3 of Part&nbsp;II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.


<P align="center" style="font-size: 10pt">&nbsp;
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">REOFFER PROSPECTUS



<P align="center" style="font-size: 10pt">Anchor Glass Container Corporation



<P align="center" style="font-size: 10pt">1,500,000 Shares of



<P align="center" style="font-size: 10pt">Common Stock, par value $.10 per share



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have issued or may issue up to 1,500,000 shares of our common stock,
par value $.10 per share (the &#147;Common Stock&#148;), offered hereby (the &#147;Shares&#148;) to
participants in the Anchor Glass Container Corporation Equity Incentive Plan
(the &#147;Plan&#148;). The participants may include Richard M. Deneau, Darrin J.
Campbell, Roger L. Erb, Richard A. Kabaker, Peter T. Reno, Joel A. Asen, James
N. Chapman, George Hamilton, Timothy F. Price and Alan H. Schumacher, who are
collectively referred to as &#147;Selling Shareholders.&#148; The Shares that have been
issued or may be issued to the Selling Shareholders constitute &#147;control
securities.&#148; Pursuant to stock options which have been or may be granted to
the Selling Shareholders, we may issue up to 1,500,000 Shares under the Plan.
Selling Shareholders may offer some or all of the Shares issued to them under
the Plan for sale from time to time at prices and terms negotiated in
individual transactions, in brokers transactions negotiated immediately prior
to sale, or in a combination of the foregoing. See &#147;Plan of Distribution.&#148; We
will not receive any proceeds from such sales. Selling Shareholders and any
broker-dealers who participate in selling the Shares may be deemed
&#147;underwriters&#148; as defined by the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;). Commissions paid or discounts or concessions allowed such
broker-dealers, as well as any profit received on resale of the Shares by
broker-dealers purchasing for their own accounts, may be deemed to be
underwriting discounts and commissions. Selling Shareholders or purchasers of
the Shares will pay all discounts, commissions and fees related to the sale of
the Shares. We have paid the costs of filing this registration statement and
reoffer prospectus (this &#147;Prospectus&#148;) with the Securities and Exchange
Commission (the &#147;Commission&#148;) and will pay the costs of registering or
qualifying the Shares under the securities laws of any jurisdiction where such
registration or qualification is necessary.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NEITHER THE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THE PURCHASE OF THESE SECURITIES INVOLVES SUBSTANTIAL RISK. SEE &#147;RISK
FACTORS&#148; ON PAGE 1.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Shareholders will be selling the Shares at prices and terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. Our Common Stock is included on the Nasdaq National
Market and is traded under the symbol AGCC. On March&nbsp;31, 2004, the closing
sale price of our Common Stock was $15.68.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No person has been authorized in connection with any offering made hereby
to give any information or to make any representation not contained in this
Prospectus. If any such information is given or any such representation made,
the information or representation should not be relied upon as if authorized by
us. This Prospectus is not an offer to sell or a solicitation of an offer to
buy any securities other than the Shares offered by this Prospectus, nor is it
an offer to sell or a solicitation of an offer to buy any of the Shares offered
hereby in any jurisdiction where it is unlawful to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sale hereunder
shall under any circumstances imply that the information in this Prospectus is
correct any time subsequent to April&nbsp;7, 2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The date of this Prospectus is April&nbsp;7, 2004.


<P align="center" style="font-size: 10pt">&nbsp;
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<A name="tocpage"></A>
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<P align="center" style="font-size: 10pt">TABLE OF CONTENTS


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#101">Summary</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#102">Company Overview</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#103">Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#104">Use of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#105">Determination of Offering Price</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#106">Selling Shareholders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#107">Plan of Distribution</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#108">Description of the Common Stock</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#109">Incorporation of Certain Information by Reference</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#110">Available Information</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#111">Disclosure of Commission Position on Indemnification for Securities
Act Liabilities</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>

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<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="g88277exv4w1.txt">EX-4.1 Anchor's Equity Incentive Plan</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="g88277exv5w1.txt">EX-5.1 Opinion of Schulte Roth & Zabel LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="g88277exv23w1.txt">EX-23.1 Consent of PricewaterhouseCoopers LLP</A></FONT></TD></TR>
</TABLE>
</DIV>


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<P align="center" style="font-size: 10pt">&nbsp;
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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="101"></A>
</DIV>

<P align="center" style="font-size: 10pt">SUMMARY



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Prospectus has been prepared pursuant to General Instruction C of
Form S-8, in accordance with the requirements of Part&nbsp;I of Form S-3 under the
Securities Act solely with regard to the resale of the Shares by the Selling
Shareholders. The Company&#146;s principal executive offices are located at One
Anchor Plaza, 4343 Anchor Plaza Parkway, Tampa, Florida 33634-7513. The
Company&#146;s telephone number is (813)&nbsp;884-0000.

<DIV align="left">
<A name="102"></A>
</DIV>

<P align="center" style="font-size: 10pt">COMPANY OVERVIEW



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are the third largest manufacturer of glass containers in the United
States. We have nine strategically located facilities where we produce a
diverse line of flint (clear), amber, green and other colored glass containers
for the beer, beverage, food, liquor and flavored alcoholic beverage markets.

<DIV align="left">
<A name="103"></A>
</DIV>

<P align="center" style="font-size: 10pt">RISK FACTORS



<P align="left" style="font-size: 10pt"><I>Risks Relating to the Company&#146;s Business</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We face significant competition from other glass container producers, as
well as from makers of alternative forms of packaging, and our products are
subject to consumer taste.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The glass container industry is a segment of the rigid packaging industry
and is a mature, low-growth industry. We and the other glass container
manufacturers compete on the basis of price, quality, reliability of delivery
and general customer service. Our principal competitors are Owens-Brockway
Glass Container Inc. (&#147;Owens-Illinois&#148;), a wholly owned subsidiary of
Owens-Illinois Group, Inc., and Saint-Gobain Containers Co. (&#147;Saint Gobain&#148;), a
wholly owned subsidiary of Compagnie de Saint-Gobain. These competitors are
larger and have greater financial and other resources than us. If we are
unable to continue to compete successfully with them, our operating performance
and the price of our Common Stock could be adversely effected.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to competing directly with Owens-Illinois and Saint-Gobain in
the glass container segment of the rigid packaging industry, we also compete
indirectly with manufacturers of other forms of rigid packaging, such as
aluminum cans and plastic containers. The other forms of rigid packaging
compete with glass containers principally on the basis of quality, price,
availability and consumer preference. We believe that the use of glass
containers for alcoholic and non-alcoholic beverages is subject to consumer
taste. Our products may not continue to be preferred by our customers&#146;
end-users and consumer preference may shift from glass containers to non-glass
containers. A material shift in consumer preference away from glass
containers, or competitive pressures from our direct and indirect competitors,
could result in a decline in sales volume or pricing pressure and, as a result,
our operating performance and the price of our Common Stock could be adversely
affected.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Anheuser-Busch Companies (&#147;Anheuser-Busch&#148;) is our largest customer; the
loss of Anheuser-Busch as a customer would adversely impact our operating
performance.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Anheuser-Busch, our largest customer, accounted for 53.3% of our net sales
for 2003. Our 2003 net sales to Anheuser-Busch were made pursuant to two
supply agreements. One agreement covers all the bottles required for
Anheuser-Busch&#146;s Jacksonville, Florida and Cartersville, Georgia breweries.
This contract extends through 2005 and contains two consecutive two-year
options for Anheuser-Busch to renew the agreement. The other agreement, which
also extends through 2005, covers the remainder of our sales to Anheuser-Busch.
Both agreements may be terminated by Anheuser-Busch prior to December&nbsp;31, 2005
in certain limited circumstances. The loss of Anheuser-Busch as a customer or
a material reduction in Anheuser-Busch&#146;s bottle requirements or a modification
in pricing terms would adversely impact our operating performance and the price
of our Common Stock.


<P align="center" style="font-size: 10pt">1
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>In addition to Anheuser-Busch, our customers are concentrated; the failure
to maintain our relationships with our largest customers would adversely affect
our operating performance.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ten largest customers, including Anheuser-Busch, accounted for 78.1%
of our net sales for 2003. We cannot assure you that we will be able to
maintain these relationships. We did not have any written agreements with six
of our twenty-five largest customers for 2003 (comprising 6.8% of our net sales
for 2003). In addition, agreements with another six of our twenty-five largest
customers for 2003 (comprising 6.6% of our net sales for 2003) will expire
during 2004. We recently entered into a multi-year supply agreement effective
January&nbsp;1, 2004 with Snapple Beverage Group, Inc. and Mott&#146;s Inc., affiliates
of Cadbury Schweppes plc, to supply 100% of their requirements for 16 oz.
Snapple bottles and Nantucket Nectars and Yoo-hoo bottles, as well as for
several Mott&#146;s items. Some of our customer contracts are subject to early
termination by our customers in certain circumstances, including upon our
material breach of such agreements. The loss of a number of our larger
customers, a significant reduction in sales to these customers or a significant
change in the commercial terms of our relationship with these customers could
adversely impact our operating performance and the price of our Common Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Natural gas, the principal fuel we use to manufacture our products, is
subject to widely fluctuating prices.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Increases in the price of natural gas adversely affect our costs and
margins. Since 2000, closing prices for natural gas have fluctuated
significantly from a low of $1.830 per million BTUs, or MMBTU, in October&nbsp;2001
to a high of $9.978 per MMBTU in January&nbsp;2001, compared to an average price of
$2.238 per MMBTU from 1995 through 1999. Since the 2001 price peak, natural
gas prices have remained volatile. In 2003, natural gas prices have closed at
between $4.430 and $9.133 per MMBTU, with the high being March&nbsp;2003 and the low
being October&nbsp;2003. The natural gas price for March&nbsp;2004 closed at $5.150 per
MMBTU. Certain of our contracts with our customers incorporate price
adjustments based on changes in the cost of natural gas, although the change in
pricing may lag behind the cost we incur to obtain natural gas. We have no way
of predicting to what extent natural gas prices will rise in the future. Any
significant increase or inability to pass on these costs could adversely impact
our margins and operating performance and, accordingly, the price of our Common
Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Hostilities in the Middle East or elsewhere may adversely impact energy
costs.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An outbreak or escalation of hostilities between the United States and any
foreign power and, in particular, a prolonged armed conflict in the Middle
East, could result in a real or perceived shortage of oil and/or natural gas,
which could result in an increase in the cost of natural gas prices or energy
generally. See &#147;&#151;Natural gas, the principal fuel we use to manufacture our
products, is subject to widely fluctuating prices.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Many factors could adversely affect the successful completion of our
planned capital improvement projects.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Completion of capital improvement projects may entail significant risks,
such as unforeseen construction, scheduling or engineering problems,
unanticipated cost increases or disruption to existing operations. The failure
of any project to be completed on time or within budget, or the failure of any
project to generate the operational benefits originally contemplated, may
adversely impact our operating performance and the price of our Common Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>If we are unable to obtain our raw materials at favorable prices, it could
adversely impact our operating performance.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sand, soda ash, limestone, cullet (reclaimed glass), corrugated packaging
materials and energy are the principal raw materials we use. If temporary
shortages due to disruptions in supply caused by weather, transportation,
production delays or other factors require us to secure our raw materials from
sources other than our current suppliers, we may not be able to do so on terms
as favorable as our current terms or at all. In addition, material increases
in the cost of any of these items on an industry-wide basis could have an
adverse impact on our operating performance and cash flows if we are unable to
pass on these increased costs to our customers. This may have an adverse
effect on the price of our Common Stock.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We are involved in a continuous manufacturing process with a high degree
of fixed costs. Any interruption in the operations of our manufacturing
facilities may impact our operating performance.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Due to the extreme operating conditions inherent in some of our
manufacturing processes, we may, from time to time, incur unplanned business
interruptions in the future and such interruptions may adversely impact our
operating performance and the price of our Common Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent that we experience any furnace breakdowns or similar
manufacturing problems, we will be required to make capital expenditures and
our liquidity may be impaired as a result of these expenditures.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The seasonality of our business has an adverse effect on our liquidity in
the first and fourth quarters.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Demand for beer, iced tea and other beverages is stronger during the
summer months. Because our shipment volume is typically higher in the second
and third quarters, we usually build inventory during the fourth and first
quarters in anticipation of such seasonal demands. In addition, we have
historically scheduled shutdowns of our plants for furnace rebuilds and machine
repairs in the fourth and first quarters of the year to coincide with scheduled
holiday and vacation time under our labor union contracts. These shutdowns,
coupled with our contemporaneous inventory build-up, consume working capital
and adversely affect our liquidity on a seasonal basis. This may have an
adverse effect on the price of our Common Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Organized strikes or work stoppages by unionized employees may have an
adverse effect on our operating performance.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are party to collective bargaining agreements that cover substantially
all of our manufacturing employees. Our current collective bargaining
agreements expire in 2005. If our unionized employees were to engage in a
strike or other work stoppage prior to such expiration, or if we are unable to
negotiate acceptable extensions of those agreements with labor unions resulting
in a strike or other work stoppage by the affected workers, we could experience
a significant disruption of operations and increased operating costs as a
result of higher wages or benefits paid to union members, which could have an
adverse impact on our operating performance and the price of our Common Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We are subject to various regulations that could impose substantial costs
upon us and may adversely impact our operating performance.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our operations are subject to federal, state and local laws and
regulations that are designed to protect the environment, as well as the safety
and health of workers. Such laws and regulations frequently change and state
and local laws are different in every jurisdiction. Our operations and
properties must comply with these legal requirements. In addition, we are
required to obtain and maintain permits in connection with our glass-making
operations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have incurred, and expect to continue to incur, costs for our
operations to comply with such legal requirements, and these costs could
increase in the future. Many such legal requirements provide for substantial
fines, orders (including orders to cease operations) and criminal sanctions for
violations. Certain environmental legal requirements provide for strict, and
under certain circumstances, joint and several liability for investigation and
remediation of releases of hazardous substances into the environment and
liability for related damages to natural resources. They may also impose
liability for personal injury or property damage due to the presence of, or
exposure to, hazardous substances. It is difficult to predict the future
development of such laws and regulations or their impact on our business or
results of operations. We anticipate that standards under these types of laws
and regulations will continue to tighten and that compliance will require
increased capital and other expenditures. A significant order or judgment
against us, the loss of a significant permit or license or the imposition of a
significant fine or any other liability in excess of, or not covered by, our
reserves and/or insurance could adversely impact our operating performance and
the price of our Common Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, legislation has been introduced at the Federal, state and
local levels requiring a deposit or tax, or imposing other restrictions, on the
sale or use of certain containers, particularly beer and carbonated soft drink
containers. Several states have enacted some form of deposit legislation, and
others may in the future. The


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<P align="left" style="font-size: 10pt">enactment of additional deposit laws or laws, such as mandatory recycling rate
requirements, that affect the cost structure of a particular segment or all of
the packaging industry could adversely impact our operating performance and the
price of our Common Stock.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our business may suffer if we do not retain our senior management.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We depend on our senior management. The loss of services of any of the
members of our senior management team could adversely affect our business until
a suitable replacement can be found. There may be a limited number of persons
with the requisite skills to serve in these positions and we may be unable to
locate or employ such qualified personnel on acceptable terms.


<P align="left" style="font-size: 10pt"><I>Risks Relating to Our Stock</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our controlling stockholders may take actions that conflict with your
interests.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In excess of a majority of the voting power of our capital stock is held
by affiliates of Cerberus Capital Management, L.P. (&#147;Cerberus&#148;), referred to
herein as our majority stockholders. Accordingly, Cerberus controls the power
to elect our directors, to appoint members of management and to approve all
actions requiring the approval of the holders of our Common Stock, including
adopting amendments to our certificate of incorporation and approving mergers,
certain acquisitions or sales of all or substantially all of our assets, which
could delay or prevent someone from acquiring or merging with us.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Certain provisions of our charter documents and agreements and Delaware
law could discourage, delay or prevent a merger or acquisition at a premium
price.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws contain provisions that:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>permit us to issue, without any further vote or action
by the stockholders, up to 20,000,000 shares of preferred stock
in one or more series and, with respect to each such series, to
fix the number of shares constituting the series and the
designation of the series, the voting powers (if any) of the
shares of such series, and the preferences and relative,
participating, optional and other special rights, if any, and any
qualifications, limitations or restrictions, of the shares of the
series; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>limit stockholders&#146; ability to call special meetings.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These provisions may discourage, delay or prevent a merger or acquisition
at a premium price.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, Section&nbsp;203 of the Delaware General Corporation Law (the
&#147;DGCL&#148;) also imposes certain restrictions on mergers and other business
combinations between us and any holder of 15% or more of our Common Stock. In
addition, certain of our employment agreements and incentive plans provide for
payments to be made to the employees thereunder if their employment is
terminated in connection with a change of control, which could discourage,
delay or prevent a merger or acquisition at a premium price.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore, the indenture governing our senior secured notes requires it
to give holders of the senior secured notes the opportunity to sell us their
senior secured notes at 101% of their face amount plus accrued and unpaid
interest in the event of a change of control. In addition, under our revolving
credit facility, a change of control without the lender&#146;s consent may lead the
lender to exercise certain remedies, such as acceleration of the loan and
termination of our obligation to fund additional advances under our revolving
credit facility. Our master lease agreement grants the lessor similar remedies
in the event of a change of control without its consent.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Your ability to sell our Common Stock may be limited by a number of
factors; prices for our Common Stock may be volatile.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The market price of our Common Stock may fluctuate significantly in
response to a number of factors, some of which are beyond our control,
including:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>variations in operating results;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in, or our ability to meet, financial estimates by securities analysts;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in market valuations of companies in the glass container industry;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>announcements by us or our competitors relating to
significant contracts or customers, acquisitions, strategic
partnerships, joint ventures or capital commitments;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our success or failure to implement our expansion plans;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>increases or decreases in reported holdings by insiders or mutual funds;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>additions or departures of key personnel;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in dividend policy;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>future sales of our Common Stock; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>stock market price and volume fluctuations generally.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We may change our dividend policy; the instruments governing our
indebtedness contain various covenants that may limit our ability to pay
dividends.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amount and timing of dividends payable on our Common Stock is within
the sole discretion of our board of directors. Dividends, if any, with respect
to shares of our Common Stock will depend on, among other things, our results
of operations, cash requirements, financial condition, contractual
restrictions, provisions of applicable law and other factors that our board of
directors may deem relevant. Accordingly, we cannot assure you that we will
pay dividends in the future or at all.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The instruments governing our indebtedness contain various covenants which
place limitations on the amount of dividends we may pay. The indenture
governing our senior secured notes limits dividends on our Common Stock to no
more than 6.0% per annum of the net cash proceeds received by us from all
public equity offerings unless certain other financial measures are satisfied.
In addition, our revolving credit agreement requires that, on and during the 30
days immediately preceding the dividend payment date, no default or event of
default exists thereunder, the dividend payment not violate the terms of any
other agreements, the aggregate amount of excess availability under the
revolving credit agreement be at least $10.0&nbsp;million and the dividend be paid
out of legally available funds.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, under Delaware law, our board of directors may declare
dividends only to the extent of our &#147;surplus&#148; (which is defined as total assets
at fair market value minus total liabilities, minus statutory capital), or if
there is no surplus, out of our net profits for the then current and/or
immediately preceding fiscal years.

<DIV align="left">
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</DIV>

<P align="center" style="font-size: 10pt">USE OF PROCEEDS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of the Shares by the
Selling Shareholders.


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<DIV align="left">
<A name="105"></A>
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<P align="center" style="font-size: 10pt">DETERMINATION OF OFFERING PRICE



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Shareholders may sell the Shares from time to time on the
Nasdaq National Market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated
transactions. See &#147;Selling Shareholders&#148; and &#147;Plan of Distribution.&#148;

<DIV align="left">
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</DIV>

<P align="center" style="font-size: 10pt">SELLING SHAREHOLDERS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Shareholders may sell, from time to time, a total of up to
1,500,000 Shares issued to them pursuant to options or awards, if any, made to
such persons under the Plan. The Selling Shareholders are as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="70%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard M. Deneau
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief Executive Officer and Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Darrin J. Campbell
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer and Executive Vice President &#150;<br>
Sales and Asset Management</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Roger L. Erb
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President &#150; Operations and Engineering</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard A. Kabaker
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, General Counsel and Secretary</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Peter T. Reno
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Finance</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Joel A. Asen
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">James N. Chapman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">George Hamilton
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Timothy F. Price
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Alan H. Schumacher
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director, Chairman of the Board of Directors</TD>
</TR>

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</TABLE>
</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth certain information regarding the
beneficial ownership of Common Stock by the Selling Shareholders as of March
31, 2004, and the number of Shares being offered by this Prospectus.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned After All</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>All Currently</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Currently</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Exerciseable</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Exerciseable</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Are</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Are</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Covered By</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Underlying</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Resold Under</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Resold Under</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name of Beneficial</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>This</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Unexerciseable</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>This</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>This Prospectus</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Owner</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prospectus (2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Options</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prospectus</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>(%)</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Richard M. Deneau</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">374,250 </TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">116,616 </TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">344,250</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.40</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Darrin J. Campbell</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">204,750 </TD>
    <TD nowrap>(6)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">78,943 </TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">182,250</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Roger L. Erb</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">204,750 </TD>
    <TD nowrap>(7)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">78,943 </TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">182,250</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Richard A. Kabaker</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">15,000 </TD>
    <TD nowrap>(8)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,000</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Peter T. Reno</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">15,000 </TD>
    <TD nowrap>(8)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,000</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Joel A. Asen</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,500</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">James N. Chapman</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,500</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">George Hamilton</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7,500 </TD>
    <TD nowrap>(8)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,500</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Timothy F. Price</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7,500 </TD>
    <TD nowrap>(8)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,500</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Alan H. Schumacher</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7,500 </TD>
    <TD nowrap>(8)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,500</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">* Less than one percent.




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Based upon information furnished by the respective Selling
Shareholders. Under applicable regulations, Shares are deemed to be
beneficially owned by a person if he directly or indirectly has or
shares the power to vote or dispose of the Shares, whether or not he
has any economic interest with respect to the Shares. Includes options
that are exerciseable within the next 60&nbsp;days.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Includes the following Shares subject to options already issued
under the Plan: Mr.&nbsp;Deneau (30,000 exerciseable/116,616
unexerciseable); Mr.&nbsp;Campbell (22,500 exerciseable/78,943
unexerciseable); Mr.&nbsp;Erb (22,500 exerciseable/78,943 unexerciseable);
Mr.&nbsp;Kabaker (15,000 exerciseable/30,000 unexerciseable); Mr.&nbsp;Reno
(15,000 exerciseable/30,000 unexerciseable); Mr.&nbsp;Asen (7,500
unexerciseable); Mr.&nbsp;Chapman (7,500 unexerciseable); Mr.&nbsp;Hamilton
(7,500 exerciseable/7,500 unexerciseable); Mr.&nbsp;Price (7,500
exerciseable/7,500 unexerciseable); and Mr.&nbsp;Schumacher (7,500
exerciseable/7,500 unexerciseable).</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Includes 30,000 Shares issuable upon the exercise of currently
exercisable options.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">The number of Shares subject to options to be issued under the Plan
to the Selling Shareholders (which, if issued, upon exercise, will be
covered for resale pursuant to this Prospectus) is subject to awards
that may be made under the Plan from time to time and, therefore, is
not yet determinable.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Unexercisable options vest and become exercisable 1/3 on the first
anniversary of the date of grant, 1/3 on the second anniversary of the
grant date and 1/3 on the third anniversary of the grant date.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Includes 22,500 Shares issuable upon the exercise of currently
exercisable options.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(7)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Includes 22,500 Shares issuable upon the exercise of currently
exercisable options.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(8)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Shares are issuable upon the exercise of currently exercisable
options.</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt">7
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="107"></A>
</DIV>

<P align="center" style="font-size: 10pt">PLAN OF DISTRIBUTION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Selling Shareholders may sell the Shares from time to time on the Nasdaq
National Market, or otherwise, at prices and terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. Sales
of Shares may be effected at the time of, and in connection with, the Selling
Shareholder&#146;s exercise of options under which the Company issues such Shares to
the Selling Shareholder. The Selling Shareholders expect to employ brokers or
dealers in order to sell the Shares. Brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from the Selling Shareholders
or from purchasers in amounts to be negotiated, which commissions and discounts
are not expected to deviate from usual and customary brokers&#146; commissions.
Neither the Company nor the Selling Shareholders expect to employ, utilize or
otherwise engage any finders to assist in the sales of the Shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There is no assurance that the Selling Shareholders will offer for sale or
sell any or all of the Shares registered pursuant to this Prospectus.

<DIV align="left">
<A name="108"></A>
</DIV>

<P align="center" style="font-size: 10pt">DESCRIPTION OF THE COMMON STOCK



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has authority to issue 60,000,000 shares of Common Stock. As
of March&nbsp;31, 2004, there were 24,522,343 shares issued and outstanding. The
holders of the Common Stock are entitled to one vote per share on all matters
submitted to a vote of stockholders. Subject to preferences that may be
applicable to any outstanding series of preferred stock, the holders of the
Common Stock are entitled to receive ratably any dividends that may be declared
from time to time by the Company&#146;s board of directors. The amount and timing
of dividends payable on the Common Stock is within the sole discretion of the
Company&#146;s board of directors. The Company paid an initial cash dividend of
$.04 per common share in the fourth quarter of 2003. The Company&#146;s board of
directors declared a cash dividend of $.04 per common share paid on March&nbsp;15,
2004 to shareholders of record on March&nbsp;1, 2004. In the event of our
liquidation, dissolution or winding-up, the holders of the Common Stock are
entitled to share ratably in all assets remaining after payment of liabilities,
subject to prior distribution rights of preferred stock, if any, then
outstanding. The Common Stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock.


<P align="center" style="font-size: 10pt">8
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="109"></A>
</DIV>

<P align="center" style="font-size: 10pt">INCORPORATION OF CERTAIN INFORMATION BY REFERENCE



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by us with the Commission are hereby
incorporated herein by reference:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Our Annual Report on Form 10-K for the fiscal year ended December&nbsp;31,
2003, filed with the Commission on March&nbsp;18, 2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The description of our Common Stock contained in our Registration
Statement on Form S-1 initially filed with the Commission on August&nbsp;26, 2003
(Registration No.&nbsp;333-108209) (as amended by Amendment No.&nbsp;1 thereto filed with
the Commission on September&nbsp;5, 2003, and Amendment No.&nbsp;2 thereto filed with the
Commission on September&nbsp;9, 2003).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Form S-8 have been sold or that
de-registers all such securities then remaining unsold, all reports and other
documents subsequently filed by the Company pursuant to Sections&nbsp;13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange
Act&#148;), 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.

<DIV align="left">
<A name="110"></A>
</DIV>

<P align="center" style="font-size: 10pt">AVAILABLE INFORMATION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide to each person, including any beneficial owner, to whom
this Prospectus is delivered, without charge, a copy of any or all of the
information that has been incorporated by reference in this Prospectus, upon
the oral or written request of such person. Requests for such information may
be directed to Richard A. Kabaker, our Vice President, General Counsel and
Secretary, at our principal executive offices located at One Anchor Plaza, 4343
Anchor Plaza Parkway, Tampa, Florida 33634-7513.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the reporting requirements of Sections&nbsp;13 and 15 (d)&nbsp;of
the Exchange Act and, in accordance therewith, file reports and other
information with the Commission. Such reports, proxy and information
statements can be inspected and copied at the Commission&#146;s Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
1-800-SEC-0330 for further information on the operation of the Public Reference
Room. The SEC also maintains a site on the World Wide Web (http://www.sec.gov)
that contains such reports, proxy and information statements.

<DIV align="left">
<A name="111"></A>
</DIV>
<P align="left" style="font-size: 10pt">DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws indemnify our directors and officers to the fullest extent
permitted by the Delaware General Corporation Law (the &#147;DGCL&#148;). The DGCL
permits a corporation to limit or eliminate a director&#146;s or officer&#146;s personal
liability to the corporation or the holders of its capital stock for breach of
duty. This limitation is generally unavailable for acts or omissions by a
director or officer which were (i)&nbsp;in bad faith, (ii)&nbsp;were the result of active
and deliberate dishonesty and were material to the cause of action so
adjudicated or (iii)&nbsp;involved a financial profit or other advantage to which
such director was not legally entitled. The DGCL also prohibits limitations on
director or officer liability for acts or omissions which resulted in a
violation of a statute prohibiting certain dividend declarations, certain
payments to stockholders after dissolution and particular types of loans. The
effect of these provisions is to eliminate the rights of us and our
shareholders (through shareholders&#146; derivative suits on our behalf) to recover
monetary damages against a director for breach of fiduciary duty as a director
(including breaches resulting from grossly negligent behavior), except in the
situations described above. These provisions will not limit the liability of
directors under the federal securities laws of the United States.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to indemnification agreements entered into between us and each of
our directors and officers, we have agreed to indemnify such persons to the
fullest extent permitted by Delaware law, as the same may be amended from time
to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and control persons pursuant to
the foregoing provisions, or otherwise, we have been advised that, in the


<P align="center" style="font-size: 10pt">9
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.



<P align="center" style="font-size: 10pt">Part II



<P align="center" style="font-size: 10pt">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



<P align="left" style="font-size: 10pt">Item&nbsp;3. Incorporation of Documents by Reference.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Commission allows us to &#147;incorporate by reference&#148; the information we
file with the Commission, which means we can disclose important information to
investors by referring investors to those documents. The information
incorporated by reference is an important part of this Registration Statement,
and information we file later will automatically update and supersede this
information. The following documents are incorporated by reference:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Our Annual Report on Form 10-K for the year ended December&nbsp;31, 2003,
filed with the Commission on March&nbsp;18, 2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;The description of our Common Stock contained in our Registration
Statement on Form S-1 initially filed with the Commission on August&nbsp;26, 2003
(Registration No.&nbsp;333-108209) (as amended by Amendment No.&nbsp;1 thereto filed with
the Commission on September&nbsp;5, 2003, and Amendment No.&nbsp;2 thereto filed with the
Commission on September&nbsp;9, 2003).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by us pursuant to Sections&nbsp;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 have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in this Registration
Statement, or 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 or is 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.


<P align="left" style="font-size: 10pt">Item&nbsp;4. Description of Securities.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt">Item&nbsp;5. Interests of Named Experts and Counsel.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The reorganized company financial statements as of December&nbsp;31, 2003 and
December&nbsp;31, 2002 and for the year ended December&nbsp;31, 2003 and the four-month
period ended December&nbsp;31, 2002, incorporated herein by reference, have been so
included in reliance on the report (which contains an explanatory paragraph
regarding the impact of fresh-start adjustments to the predecessor company
financial statements as described in Notes 3 and 4 to the financial statements)
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The predecessor company financial statements for the eight-month period
ended August&nbsp;31, 2002 and the year ended December&nbsp;31, 2001, incorporated herein
by reference, have been so included in reliance on the report (which contained
explanatory paragraphs regarding (i)&nbsp;the impact of fresh-start adjustments to
the predecessor company financial statements as described in Notes 3 and 4 to
the financial statements and (ii)&nbsp;the adoption of FASB Statement No.&nbsp;142 as
described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The legality of the issuance of the Common Stock being registered hereby
is being passed upon by Schulte Roth &#038; Zabel LLP, 919 Third Avenue, New York,
New York 10022, counsel for the Company.


<P align="center" style="font-size: 10pt">10
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">Item&nbsp;6. Indemnification of Directors and Officers.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Indemnification Under the Delaware General Corporation Law</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the DGCL authorizes a 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, 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&#146; 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&#146;s conduct
was unlawful. In addition, the DGCL does not permit indemnification in any
threatened, pending or completed action or suit by or in the right of the
corporation 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 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 such court shall deem proper. To
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter, such
person shall be indemnified against expenses, including attorneys&#146; fees,
actually and reasonably incurred by such person. Indemnity is mandatory to the
extent a claim, issue or matter has been successfully defended. The DGCL also
allows a corporation to provide for the elimination or limit of the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;for any breach of the director&#146;s duty of loyalty to the corporation or
its stockholders,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;for unlawful payments of dividends or unlawful stock purchases or
redemptions, or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;for any transaction from which the director derived an improper
personal benefit.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These provisions will not limit the liability of directors or officers
under the federal securities laws of the United States.

<P align="left" style="font-size: 10pt"><I>Indemnification Under the Company&#146;s Amended and Restated Certificate of
Incorporation (the &#147;Charter&#148;)</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Fifth Article of the Company&#146;s Amended and Restated Certificate of
Incorporation provides that, except as otherwise provided by the DGCL, as the
same exists or may be amended, no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director; <I>provided, however, </I>that the foregoing shall not
apply to liability of a director (i)&nbsp;for any breach of the director&#146;s duty of
loyalty to the Company or its stockholders, (ii)&nbsp;for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii)&nbsp;under Section&nbsp;174 of the DGCL (governing the liability of directors
for unlawful payments of dividends or unlawful stock purchases or redemptions),
or (iv)&nbsp;for any transaction from which the director derived an improper
personal benefit. The Company shall indemnify directors and officers of the
Company to the fullest extent permitted by the DGCL. Any repeal or modification
of the Fifth Article by the Company&#146;s stockholders shall not adversely affect
any right or protection of a director of the Company existing at the time of
such repeal or modification.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Seventh Article of the Company&#146;s Charter provides that, to the fullest
extent permitted by the DGCL (including, without limitation, Section&nbsp;145
thereof), as the same may be amended and supplemented from time to time, the
Company shall indemnify any and all persons whom it shall have the power to
indemnify under the DGCL. The indemnification provided for in the Seventh
Article shall not be deemed exclusive of any other rights to which


<P align="center" style="font-size: 10pt">11
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">those seeking indemnification may be entitled whether as a matter of law, under
any By-law of the Company, by agreement, by vote of stockholders or
disinterested directors of the Company or otherwise.


<P align="left" style="font-size: 10pt"><I>Indemnification Under the Company&#146;s Amended and Restated By-laws (the
&#147;By-laws&#148;)</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1 of Article&nbsp;VI of the Company&#146;s By-laws provide that, unless
otherwise determined by the board of directors, the Company shall, to the
fullest extent permitted by the DGCL (including, without limitation, Section
145 thereof) or other provisions of the laws of Delaware relating to
indemnification of directors, officers, employees and agents, as the same may
be amended and supplemented from time to time, indemnify any and all such
persons whom it shall have power to indemnify under the DGCL or such other
provisions of law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2 of Article&nbsp;VI of the Company&#146;s By-laws provides that, without
limiting the generality of Section&nbsp;1 of Article&nbsp;VI, to the fullest extent
permitted, and subject to the conditions imposed, by law, and pursuant to
Section&nbsp;145 of the DGCL unless otherwise determined by the board of directors,
(i)&nbsp;the Company shall 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 Company) by reason of the fact
that such person is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorney&#146;s fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; and (ii)&nbsp;that the Company shall 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 or in the right of the Company to
procure a judgment in its favor by reason of the fact that that such person is
or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
be indemnified against expenses (including attorney&#146;s fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Company, except as otherwise provided by law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3 of Article&nbsp;VI of the Company&#146;s By-laws provides that, without
limiting the generality of Section&nbsp;1 or Section&nbsp;2 of Article&nbsp;VI, to the fullest
extent permitted by law, indemnification may be granted and expenses may be
advanced, to the persons described in Section&nbsp;145 of the DGCL or other
provisions of the laws of Delaware relating to indemnification and advancement
of expenses, as from time to time may be in effect, by (i)&nbsp;a resolution of
stockholders, (ii)&nbsp;a resolution of the board of directors, or (iii)&nbsp;an
agreement providing for such indemnification and advancement of expenses,
provided that no indemnification may be made to or on behalf of any person if a
judgment or other final adjudication adverse to the person establishes that
such person&#146;s acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that such person personally gained in fact a financial profit or other
advantage to which such person was not legally entitled.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4 of Article&nbsp;VI of the Company&#146;s By-laws provides that it is the
intent of Article&nbsp;VI to require the Company, unless otherwise determined by the
board of directors, to indemnify persons referred to therein for judgments,
fines, penalties, amounts paid in settlement and expenses (including attorneys&#146;
fees), and to advance expenses to such persons, in each and every circumstance
in which such indemnification and such advancement of expenses could lawfully
be permitted by express provision of by-laws, and the indemnification and
expense advancement provided by Article&nbsp;VI shall not be limited by the absence
of express recital of such circumstances. The indemnification and advancement
of expenses provided by, or granted pursuant to, the Company&#146;s By-laws shall
not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled, whether as a matter
of law, under any provision of the Company&#146;s Certificate of Incorporation, the
By-laws, by agreement, by vote of stockholders or disinterested directors of
the Company or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5 of Article&nbsp;VI of the Company&#146;s By-laws provides that
indemnification pursuant to the By-laws shall inure to the benefit of the
heirs, executors, administrators and personal representatives of those entitled
to indemnification.

<P align="left" style="font-size: 10pt"><I>Indemnification Under Indemnification Agreements With Our Directors and
Officers</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to the form of Indemnification Agreement entered into
between the Company and each of its directors and officers, pursuant to which
the Company agreed to indemnify such persons to the fullest extent permitted by
Delaware law, as the same may be amended from time to time.


<P align="left" style="font-size: 10pt">Item&nbsp;7. Exemption from Registration Claimed.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt">Item&nbsp;8. Exhibits.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following is a complete list of exhibits filed as part of this
Registration Statement:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>EXHIBIT</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>NUMBER</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>DESCRIPTION</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Anchor Glass Container Corporation Equity Incentive Plan.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Schulte Roth &#038; Zabel LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Schulte Roth &#038; Zabel LLP (incorporated by reference in Exhibit&nbsp;5.1).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">Item&nbsp;9. Undertakings.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20&nbsp;percent change in the
maximum aggregate offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective Registration Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.


<P align="center" style="font-size: 10pt">13
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant&#146;s annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to section 15(d) of the Exchange Act) 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 <I>bona
fide </I>offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act 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 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 its 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.


<P align="center" style="font-size: 10pt">14
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="112"></A>
</DIV>

<P align="center" style="font-size: 10pt">SIGNATURES



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, the Company 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 Tampa, State of Florida, on the 7th day of April, 2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">ANCHOR GLASS CONTAINER CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Darrin J. Campbell
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD>Darrin J. Campbell&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD>Chief Financial Officer and Executive Vice
President&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned directors of the Company, do hereby constitute and
appoint Richard M. Deneau and Darrin J. Campbell and each and any of them, our
true and lawful attorneys-in-fact and agents, to do any and all acts and things
in our names and our behalf in our capacities as directors and to execute any
and all instruments for us and in our name in the capacities indicated below,
which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said Company to comply with the Securities Act, and any
rules, regulations and requirements of the Commission, in connection with this
Registration Statement, including specifically, but without limitation, any and
all amendments (including post-effective amendments) hereto; and we hereby
ratify and confirm all that said attorneys and agents, or any of them, shall do
or cause to be done by virtue thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B> Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" nowrap valign="top">/s/ Richard M. Deneau<BR>
<HR size="1" noshade>
Richard M. Deneau</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
President, Chief Executive<BR>
Officer and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 7, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Darrin J. Campbell<BR>
<HR size="1" noshade>
Darrin J. Campbell</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chief Financial Officer and<BR>
Executive Vice President
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 7, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Joel A. Asen<BR>
<HR size="1" noshade>
Joel A. Asen</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 7, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ James N. Chapman<BR>
<HR size="1" noshade>
James N. Chapman</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 7, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Jonathan Gallen<BR>
<HR size="1" noshade>
Jonathan Gallen</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 7, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ George Hamilton<BR>
<HR size="1" noshade>
George Hamilton</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 7, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Timothy F. Price<BR>
<HR size="1" noshade>
Timothy F. Price</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 7, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Alan H. Schumacher<BR>
<HR size="1" noshade>
Alan H. Schumacher</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 7, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Lenard B. Tessler<BR>
<HR size="1" noshade>
Lenard B. Tessler</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">April 7, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, the Board, as
Administrator of the Plan, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Tampa, State of Florida, on the 7th day of April, 2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">ANCHOR GLASS CONTAINER CORPORATION<BR>
EQUITY INCENTIVE PLAN<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Alan H. Schumacher
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD>Alan H. Schumacher&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD>Chairman of the Board&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>
<DIV align="left">
<A name="113"></A>
</DIV>

<P align="center" style="font-size: 10pt">EXHIBIT INDEX


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>EXHIBIT</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>NUMBER</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>DESCRIPTION</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Anchor Glass Container Corporation Equity Incentive Plan.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Schulte Roth &#038; Zabel LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Schulte Roth &#038; Zabel LLP (incorporated by reference in Exhibit&nbsp;5.1).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>
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Anchor Glass Container Corporation
Table of Contents
As filed with the Securities and Exchange Commission on April 7, 2004
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Anchor Glass Container Corporation
(Exact name of registrant as specified in its charter)
Delaware
59-3417812
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
One Anchor Plaza
4343 Anchor Plaza Parkway
Tampa, Florida
33634-7513
(Address of Principal Executive Offices)
(Zip Code)
Anchor Glass Container Corporation Equity Incentive Plan
(Full title of the plan)
Richard A. Kabaker, Esq.
Vice President, General Counsel and Secretary
One Anchor Plaza
4343 Anchor Plaza Parkway
Tampa, Florida 33634-7513
(813) 884-0000
Copies to:
Michael R. Littenberg, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Ph: (212) 756-2000
Fax: (212) 593-5955
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Title of securities to be
Amount to be
offering price
aggregate offering
Amount of
registered
registered (1)
per share (2)
price (2)
registration fee (2)
Common Stock, par value
$.10 per share
1,500,000
$
15.38
$
23,070,000
$
2,922.97
(3)
(1) Represents the maximum aggregate number of shares of common stock, par
value $.10 per share (the "Common Stock") of Anchor Glass Container
Corporation, a Delaware corporation (the "Company,"
"we," "us," or "our")
Table of Contents
granted or available to be granted under the Company's Equity Incentive Plan
(the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h)(1) of the Securities Act of 1933, as
amended (the "Securities Act"), the proposed maximum offering price per share,
the proposed maximum aggregate offering price and the amount of registration
fee have been computed based on the average of the high and low prices for the
Common Stock reported on the Nasdaq National Market on March 31, 2004.
(3) This Registration Statement includes a Reoffer Prospectus. Pursuant to
Rule 416 of the Securities Act, this Registration Statement also covers such
number of additional shares of Common Stock as may become available for
issuance pursuant to the Plan in the event of any stock splits, stock dividends
or similar transactions specified in the Plan.
EXPLANATORY NOTE
Under Cover of this Form S-8 is our Reoffer Prospectus prepared in
accordance with Part I of Form S-3 under the Securities Act. Our Reoffer
Prospectus has been prepared pursuant to Instruction C of Form S-8, in
accordance with the requirements of Part I of Form S-3, and may be used for
reofferings and resales on a continuous or delayed basis in the future of up
to an aggregate of 1,500,000 "control securities" which may be issued pursuant
to the Plan.
Part I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to employees participating in the Plan as specified by Rule
428(b)(1) of the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
Table of Contents
REOFFER PROSPECTUS
Anchor Glass Container Corporation
1,500,000 Shares of
Common Stock, par value $.10 per share
We have issued or may issue up to 1,500,000 shares of our common stock,
par value $.10 per share (the "Common Stock"), offered hereby (the "Shares") to
participants in the Anchor Glass Container Corporation Equity Incentive Plan
(the "Plan"). The participants may include Richard M. Deneau, Darrin J.
Campbell, Roger L. Erb, Richard A. Kabaker, Peter T. Reno, Joel A. Asen, James
N. Chapman, George Hamilton, Timothy F. Price and Alan H. Schumacher, who are
collectively referred to as "Selling Shareholders." The Shares that have been
issued or may be issued to the Selling Shareholders constitute "control
securities." Pursuant to stock options which have been or may be granted to
the Selling Shareholders, we may issue up to 1,500,000 Shares under the Plan.
Selling Shareholders may offer some or all of the Shares issued to them under
the Plan for sale from time to time at prices and terms negotiated in
individual transactions, in brokers transactions negotiated immediately prior
to sale, or in a combination of the foregoing. See "Plan of Distribution." We
will not receive any proceeds from such sales. Selling Shareholders and any
broker-dealers who participate in selling the Shares may be deemed
"underwriters" as defined by the Securities Act of 1933, as amended (the
"Securities Act"). Commissions paid or discounts or concessions allowed such
broker-dealers, as well as any profit received on resale of the Shares by
broker-dealers purchasing for their own accounts, may be deemed to be
underwriting discounts and commissions. Selling Shareholders or purchasers of
the Shares will pay all discounts, commissions and fees related to the sale of
the Shares. We have paid the costs of filing this registration statement and
reoffer prospectus (this "Prospectus") with the Securities and Exchange
Commission (the "Commission") and will pay the costs of registering or
qualifying the Shares under the securities laws of any jurisdiction where such
registration or qualification is necessary.
NEITHER THE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE PURCHASE OF THESE SECURITIES INVOLVES SUBSTANTIAL RISK. SEE "RISK
FACTORS" ON PAGE 1.
The Selling Shareholders will be selling the Shares at prices and terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. Our Common Stock is included on the Nasdaq National
Market and is traded under the symbol AGCC. On March 31, 2004, the closing
sale price of our Common Stock was $15.68.
No person has been authorized in connection with any offering made hereby
to give any information or to make any representation not contained in this
Prospectus. If any such information is given or any such representation made,
the information or representation should not be relied upon as if authorized by
us. This Prospectus is not an offer to sell or a solicitation of an offer to
buy any securities other than the Shares offered by this Prospectus, nor is it
an offer to sell or a solicitation of an offer to buy any of the Shares offered
hereby in any jurisdiction where it is unlawful to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sale hereunder
shall under any circumstances imply that the information in this Prospectus is
correct any time subsequent to April 7, 2004.
The date of this Prospectus is April 7, 2004.
TABLE OF CONTENTS
Summary
1
Company Overview
1
Risk Factors
1
Use of Proceeds
5
Determination of Offering Price
6
Selling Shareholders
6
Plan of Distribution
8
Description of the Common Stock
8
Incorporation of Certain Information by Reference
9
Available Information
9
Disclosure of Commission Position on Indemnification for Securities
Act Liabilities
9
EX-4.1 Anchor's Equity Incentive Plan
EX-5.1 Opinion of Schulte Roth & Zabel LLP
EX-23.1 Consent of PricewaterhouseCoopers LLP
Table of Contents
SUMMARY
This Prospectus has been prepared pursuant to General Instruction C of
Form S-8, in accordance with the requirements of Part I of Form S-3 under the
Securities Act solely with regard to the resale of the Shares by the Selling
Shareholders. The Company's principal executive offices are located at One
Anchor Plaza, 4343 Anchor Plaza Parkway, Tampa, Florida 33634-7513. The
Company's telephone number is (813) 884-0000.
COMPANY OVERVIEW
We are the third largest manufacturer of glass containers in the United
States. We have nine strategically located facilities where we produce a
diverse line of flint (clear), amber, green and other colored glass containers
for the beer, beverage, food, liquor and flavored alcoholic beverage markets.
RISK FACTORS
Risks Relating to the Company's Business
We face significant competition from other glass container producers, as
well as from makers of alternative forms of packaging, and our products are
subject to consumer taste.
The glass container industry is a segment of the rigid packaging industry
and is a mature, low-growth industry. We and the other glass container
manufacturers compete on the basis of price, quality, reliability of delivery
and general customer service. Our principal competitors are Owens-Brockway
Glass Container Inc. ("Owens-Illinois"), a wholly owned subsidiary of
Owens-Illinois Group, Inc., and Saint-Gobain Containers Co. ("Saint Gobain"), a
wholly owned subsidiary of Compagnie de Saint-Gobain. These competitors are
larger and have greater financial and other resources than us. If we are
unable to continue to compete successfully with them, our operating performance
and the price of our Common Stock could be adversely effected.
In addition to competing directly with Owens-Illinois and Saint-Gobain in
the glass container segment of the rigid packaging industry, we also compete
indirectly with manufacturers of other forms of rigid packaging, such as
aluminum cans and plastic containers. The other forms of rigid packaging
compete with glass containers principally on the basis of quality, price,
availability and consumer preference. We believe that the use of glass
containers for alcoholic and non-alcoholic beverages is subject to consumer
taste. Our products may not continue to be preferred by our customers'
end-users and consumer preference may shift from glass containers to non-glass
containers. A material shift in consumer preference away from glass
containers, or competitive pressures from our direct and indirect competitors,
could result in a decline in sales volume or pricing pressure and, as a result,
our operating performance and the price of our Common Stock could be adversely
affected.
Anheuser-Busch Companies ("Anheuser-Busch") is our largest customer; the
loss of Anheuser-Busch as a customer would adversely impact our operating
performance.
Anheuser-Busch, our largest customer, accounted for 53.3% of our net sales
for 2003. Our 2003 net sales to Anheuser-Busch were made pursuant to two
supply agreements. One agreement covers all the bottles required for
Anheuser-Busch's Jacksonville, Florida and Cartersville, Georgia breweries.
This contract extends through 2005 and contains two consecutive two-year
options for Anheuser-Busch to renew the agreement. The other agreement, which
also extends through 2005, covers the remainder of our sales to Anheuser-Busch.
Both agreements may be terminated by Anheuser-Busch prior to December 31, 2005
in certain limited circumstances. The loss of Anheuser-Busch as a customer or
a material reduction in Anheuser-Busch's bottle requirements or a modification
in pricing terms would adversely impact our operating performance and the price
of our Common Stock.
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In addition to Anheuser-Busch, our customers are concentrated; the failure
to maintain our relationships with our largest customers would adversely affect
our operating performance.
Our ten largest customers, including Anheuser-Busch, accounted for 78.1%
of our net sales for 2003. We cannot assure you that we will be able to
maintain these relationships. We did not have any written agreements with six
of our twenty-five largest customers for 2003 (comprising 6.8% of our net sales
for 2003). In addition, agreements with another six of our twenty-five largest
customers for 2003 (comprising 6.6% of our net sales for 2003) will expire
during 2004. We recently entered into a multi-year supply agreement effective
January 1, 2004 with Snapple Beverage Group, Inc. and Mott's Inc., affiliates
of Cadbury Schweppes plc, to supply 100% of their requirements for 16 oz.
Snapple bottles and Nantucket Nectars and Yoo-hoo bottles, as well as for
several Mott's items. Some of our customer contracts are subject to early
termination by our customers in certain circumstances, including upon our
material breach of such agreements. The loss of a number of our larger
customers, a significant reduction in sales to these customers or a significant
change in the commercial terms of our relationship with these customers could
adversely impact our operating performance and the price of our Common Stock.
Natural gas, the principal fuel we use to manufacture our products, is
subject to widely fluctuating prices.
Increases in the price of natural gas adversely affect our costs and
margins. Since 2000, closing prices for natural gas have fluctuated
significantly from a low of $1.830 per million BTUs, or MMBTU, in October 2001
to a high of $9.978 per MMBTU in January 2001, compared to an average price of
$2.238 per MMBTU from 1995 through 1999. Since the 2001 price peak, natural
gas prices have remained volatile. In 2003, natural gas prices have closed at
between $4.430 and $9.133 per MMBTU, with the high being March 2003 and the low
being October 2003. The natural gas price for March 2004 closed at $5.150 per
MMBTU. Certain of our contracts with our customers incorporate price
adjustments based on changes in the cost of natural gas, although the change in
pricing may lag behind the cost we incur to obtain natural gas. We have no way
of predicting to what extent natural gas prices will rise in the future. Any
significant increase or inability to pass on these costs could adversely impact
our margins and operating performance and, accordingly, the price of our Common
Stock.
Hostilities in the Middle East or elsewhere may adversely impact energy
costs.
An outbreak or escalation of hostilities between the United States and any
foreign power and, in particular, a prolonged armed conflict in the Middle
East, could result in a real or perceived shortage of oil and/or natural gas,
which could result in an increase in the cost of natural gas prices or energy
generally. See "—Natural gas, the principal fuel we use to manufacture our
products, is subject to widely fluctuating prices."
Many factors could adversely affect the successful completion of our
planned capital improvement projects.
Completion of capital improvement projects may entail significant risks,
such as unforeseen construction, scheduling or engineering problems,
unanticipated cost increases or disruption to existing operations. The failure
of any project to be completed on time or within budget, or the failure of any
project to generate the operational benefits originally contemplated, may
adversely impact our operating performance and the price of our Common Stock.
If we are unable to obtain our raw materials at favorable prices, it could
adversely impact our operating performance.
Sand, soda ash, limestone, cullet (reclaimed glass), corrugated packaging
materials and energy are the principal raw materials we use. If temporary
shortages due to disruptions in supply caused by weather, transportation,
production delays or other factors require us to secure our raw materials from
sources other than our current suppliers, we may not be able to do so on terms
as favorable as our current terms or at all. In addition, material increases
in the cost of any of these items on an industry-wide basis could have an
adverse impact on our operating performance and cash flows if we are unable to
pass on these increased costs to our customers. This may have an adverse
effect on the price of our Common Stock.
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We are involved in a continuous manufacturing process with a high degree
of fixed costs. Any interruption in the operations of our manufacturing
facilities may impact our operating performance.
Due to the extreme operating conditions inherent in some of our
manufacturing processes, we may, from time to time, incur unplanned business
interruptions in the future and such interruptions may adversely impact our
operating performance and the price of our Common Stock.
To the extent that we experience any furnace breakdowns or similar
manufacturing problems, we will be required to make capital expenditures and
our liquidity may be impaired as a result of these expenditures.
The seasonality of our business has an adverse effect on our liquidity in
the first and fourth quarters.
Demand for beer, iced tea and other beverages is stronger during the
summer months. Because our shipment volume is typically higher in the second
and third quarters, we usually build inventory during the fourth and first
quarters in anticipation of such seasonal demands. In addition, we have
historically scheduled shutdowns of our plants for furnace rebuilds and machine
repairs in the fourth and first quarters of the year to coincide with scheduled
holiday and vacation time under our labor union contracts. These shutdowns,
coupled with our contemporaneous inventory build-up, consume working capital
and adversely affect our liquidity on a seasonal basis. This may have an
adverse effect on the price of our Common Stock.
Organized strikes or work stoppages by unionized employees may have an
adverse effect on our operating performance.
We are party to collective bargaining agreements that cover substantially
all of our manufacturing employees. Our current collective bargaining
agreements expire in 2005. If our unionized employees were to engage in a
strike or other work stoppage prior to such expiration, or if we are unable to
negotiate acceptable extensions of those agreements with labor unions resulting
in a strike or other work stoppage by the affected workers, we could experience
a significant disruption of operations and increased operating costs as a
result of higher wages or benefits paid to union members, which could have an
adverse impact on our operating performance and the price of our Common Stock.
We are subject to various regulations that could impose substantial costs
upon us and may adversely impact our operating performance.
Our operations are subject to federal, state and local laws and
regulations that are designed to protect the environment, as well as the safety
and health of workers. Such laws and regulations frequently change and state
and local laws are different in every jurisdiction. Our operations and
properties must comply with these legal requirements. In addition, we are
required to obtain and maintain permits in connection with our glass-making
operations.
We have incurred, and expect to continue to incur, costs for our
operations to comply with such legal requirements, and these costs could
increase in the future. Many such legal requirements provide for substantial
fines, orders (including orders to cease operations) and criminal sanctions for
violations. Certain environmental legal requirements provide for strict, and
under certain circumstances, joint and several liability for investigation and
remediation of releases of hazardous substances into the environment and
liability for related damages to natural resources. They may also impose
liability for personal injury or property damage due to the presence of, or
exposure to, hazardous substances. It is difficult to predict the future
development of such laws and regulations or their impact on our business or
results of operations. We anticipate that standards under these types of laws
and regulations will continue to tighten and that compliance will require
increased capital and other expenditures. A significant order or judgment
against us, the loss of a significant permit or license or the imposition of a
significant fine or any other liability in excess of, or not covered by, our
reserves and/or insurance could adversely impact our operating performance and
the price of our Common Stock.
In addition, legislation has been introduced at the Federal, state and
local levels requiring a deposit or tax, or imposing other restrictions, on the
sale or use of certain containers, particularly beer and carbonated soft drink
containers. Several states have enacted some form of deposit legislation, and
others may in the future. The
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enactment of additional deposit laws or laws, such as mandatory recycling rate
requirements, that affect the cost structure of a particular segment or all of
the packaging industry could adversely impact our operating performance and the
price of our Common Stock.
Our business may suffer if we do not retain our senior management.
We depend on our senior management. The loss of services of any of the
members of our senior management team could adversely affect our business until
a suitable replacement can be found. There may be a limited number of persons
with the requisite skills to serve in these positions and we may be unable to
locate or employ such qualified personnel on acceptable terms.
Risks Relating to Our Stock
Our controlling stockholders may take actions that conflict with your
interests.
In excess of a majority of the voting power of our capital stock is held
by affiliates of Cerberus Capital Management, L.P. ("Cerberus"), referred to
herein as our majority stockholders. Accordingly, Cerberus controls the power
to elect our directors, to appoint members of management and to approve all
actions requiring the approval of the holders of our Common Stock, including
adopting amendments to our certificate of incorporation and approving mergers,
certain acquisitions or sales of all or substantially all of our assets, which
could delay or prevent someone from acquiring or merging with us.
Certain provisions of our charter documents and agreements and Delaware
law could discourage, delay or prevent a merger or acquisition at a premium
price.
Our Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws contain provisions that:
•
permit us to issue, without any further vote or action
by the stockholders, up to 20,000,000 shares of preferred stock
in one or more series and, with respect to each such series, to
fix the number of shares constituting the series and the
designation of the series, the voting powers (if any) of the
shares of such series, and the preferences and relative,
participating, optional and other special rights, if any, and any
qualifications, limitations or restrictions, of the shares of the
series; and
•
limit stockholders' ability to call special meetings.
These provisions may discourage, delay or prevent a merger or acquisition
at a premium price.
In addition, Section 203 of the Delaware General Corporation Law (the
"DGCL") also imposes certain restrictions on mergers and other business
combinations between us and any holder of 15% or more of our Common Stock. In
addition, certain of our employment agreements and incentive plans provide for
payments to be made to the employees thereunder if their employment is
terminated in connection with a change of control, which could discourage,
delay or prevent a merger or acquisition at a premium price.
Furthermore, the indenture governing our senior secured notes requires it
to give holders of the senior secured notes the opportunity to sell us their
senior secured notes at 101% of their face amount plus accrued and unpaid
interest in the event of a change of control. In addition, under our revolving
credit facility, a change of control without the lender's consent may lead the
lender to exercise certain remedies, such as acceleration of the loan and
termination of our obligation to fund additional advances under our revolving
credit facility. Our master lease agreement grants the lessor similar remedies
in the event of a change of control without its consent.
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Your ability to sell our Common Stock may be limited by a number of
factors; prices for our Common Stock may be volatile.
The market price of our Common Stock may fluctuate significantly in
response to a number of factors, some of which are beyond our control,
including:
•
variations in operating results;
•
changes in, or our ability to meet, financial estimates by securities analysts;
•
changes in market valuations of companies in the glass container industry;
•
announcements by us or our competitors relating to
significant contracts or customers, acquisitions, strategic
partnerships, joint ventures or capital commitments;
•
our success or failure to implement our expansion plans;
•
increases or decreases in reported holdings by insiders or mutual funds;
•
additions or departures of key personnel;
•
changes in dividend policy;
•
future sales of our Common Stock; and
•
stock market price and volume fluctuations generally.
We may change our dividend policy; the instruments governing our
indebtedness contain various covenants that may limit our ability to pay
dividends.
The amount and timing of dividends payable on our Common Stock is within
the sole discretion of our board of directors. Dividends, if any, with respect
to shares of our Common Stock will depend on, among other things, our results
of operations, cash requirements, financial condition, contractual
restrictions, provisions of applicable law and other factors that our board of
directors may deem relevant. Accordingly, we cannot assure you that we will
pay dividends in the future or at all.
The instruments governing our indebtedness contain various covenants which
place limitations on the amount of dividends we may pay. The indenture
governing our senior secured notes limits dividends on our Common Stock to no
more than 6.0% per annum of the net cash proceeds received by us from all
public equity offerings unless certain other financial measures are satisfied.
In addition, our revolving credit agreement requires that, on and during the 30
days immediately preceding the dividend payment date, no default or event of
default exists thereunder, the dividend payment not violate the terms of any
other agreements, the aggregate amount of excess availability under the
revolving credit agreement be at least $10.0 million and the dividend be paid
out of legally available funds.
In addition, under Delaware law, our board of directors may declare
dividends only to the extent of our "surplus" (which is defined as total assets
at fair market value minus total liabilities, minus statutory capital), or if
there is no surplus, out of our net profits for the then current and/or
immediately preceding fiscal years.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Shares by the
Selling Shareholders.
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DETERMINATION OF OFFERING PRICE
The Selling Shareholders may sell the Shares from time to time on the
Nasdaq National Market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated
transactions. See "Selling Shareholders" and "Plan of Distribution."
SELLING SHAREHOLDERS
The Selling Shareholders may sell, from time to time, a total of up to
1,500,000 Shares issued to them pursuant to options or awards, if any, made to
such persons under the Plan. The Selling Shareholders are as follows:
Richard M. Deneau
President and Chief Executive Officer and Director
Darrin J. Campbell
Chief Financial Officer and Executive Vice President –
Sales and Asset Management
Roger L. Erb
Executive Vice President – Operations and Engineering
Richard A. Kabaker
Vice President, General Counsel and Secretary
Peter T. Reno
Vice President, Finance
Joel A. Asen
Director
James N. Chapman
Director
George Hamilton
Director
Timothy F. Price
Director
Alan H. Schumacher
Director, Chairman of the Board of Directors
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The following table sets forth certain information regarding the
beneficial ownership of Common Stock by the Selling Shareholders as of March
31, 2004, and the number of Shares being offered by this Prospectus.
Number of
Percentage of
Shares
Common Stock
Beneficially
Beneficially
Owned After
Owned After All
Number of
All Currently
Currently
Shares of
Number of
Exerciseable
Exerciseable
Common
Shares
Securities
Shares Are
Shares Are
Stock
Covered By
Underlying
Resold Under
Resold Under
Name of Beneficial
Beneficially
This
Unexerciseable
This
This Prospectus
Owner
Owned (1)
Prospectus (2)
Options
Prospectus
(%)
Richard M. Deneau
374,250
(3)
(4
)
116,616
(5)
344,250
1.40
Darrin J. Campbell
204,750
(6)
(4
)
78,943
(5)
182,250
*
Roger L. Erb
204,750
(7)
(4
)
78,943
(5)
182,250
*
Richard A. Kabaker
15,000
(8)
(4
)
30,000
(5)
0
*
Peter T. Reno
15,000
(8)
(4
)
30,000
(5)
0
*
Joel A. Asen
7,500
(4
)
7,500
(5)
7,500
*
James N. Chapman
7,500
(4
)
7,500
(5)
7,500
*
George Hamilton
7,500
(8)
(4
)
7,500
(5)
0
*
Timothy F. Price
7,500
(8)
(4
)
7,500
(5)
0
*
Alan H. Schumacher
7,500
(8)
(4
)
7,500
(5)
0
*
* Less than one percent.
(1)
Based upon information furnished by the respective Selling
Shareholders. Under applicable regulations, Shares are deemed to be
beneficially owned by a person if he directly or indirectly has or
shares the power to vote or dispose of the Shares, whether or not he
has any economic interest with respect to the Shares. Includes options
that are exerciseable within the next 60 days.
(2)
Includes the following Shares subject to options already issued
under the Plan: Mr. Deneau (30,000 exerciseable/116,616
unexerciseable); Mr. Campbell (22,500 exerciseable/78,943
unexerciseable); Mr. Erb (22,500 exerciseable/78,943 unexerciseable);
Mr. Kabaker (15,000 exerciseable/30,000 unexerciseable); Mr. Reno
(15,000 exerciseable/30,000 unexerciseable); Mr. Asen (7,500
unexerciseable); Mr. Chapman (7,500 unexerciseable); Mr. Hamilton
(7,500 exerciseable/7,500 unexerciseable); Mr. Price (7,500
exerciseable/7,500 unexerciseable); and Mr. Schumacher (7,500
exerciseable/7,500 unexerciseable).
(3)
Includes 30,000 Shares issuable upon the exercise of currently
exercisable options.
(4)
The number of Shares subject to options to be issued under the Plan
to the Selling Shareholders (which, if issued, upon exercise, will be
covered for resale pursuant to this Prospectus) is subject to awards
that may be made under the Plan from time to time and, therefore, is
not yet determinable.
(5)
Unexercisable options vest and become exercisable 1/3 on the first
anniversary of the date of grant, 1/3 on the second anniversary of the
grant date and 1/3 on the third anniversary of the grant date.
(6)
Includes 22,500 Shares issuable upon the exercise of currently
exercisable options.
(7)
Includes 22,500 Shares issuable upon the exercise of currently
exercisable options.
(8)
Shares are issuable upon the exercise of currently exercisable
options.
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PLAN OF DISTRIBUTION
Selling Shareholders may sell the Shares from time to time on the Nasdaq
National Market, or otherwise, at prices and terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. Sales
of Shares may be effected at the time of, and in connection with, the Selling
Shareholder's exercise of options under which the Company issues such Shares to
the Selling Shareholder. The Selling Shareholders expect to employ brokers or
dealers in order to sell the Shares. Brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from the Selling Shareholders
or from purchasers in amounts to be negotiated, which commissions and discounts
are not expected to deviate from usual and customary brokers' commissions.
Neither the Company nor the Selling Shareholders expect to employ, utilize or
otherwise engage any finders to assist in the sales of the Shares.
There is no assurance that the Selling Shareholders will offer for sale or
sell any or all of the Shares registered pursuant to this Prospectus.
DESCRIPTION OF THE COMMON STOCK
The Company has authority to issue 60,000,000 shares of Common Stock. As
of March 31, 2004, there were 24,522,343 shares issued and outstanding. The
holders of the Common Stock are entitled to one vote per share on all matters
submitted to a vote of stockholders. Subject to preferences that may be
applicable to any outstanding series of preferred stock, the holders of the
Common Stock are entitled to receive ratably any dividends that may be declared
from time to time by the Company's board of directors. The amount and timing
of dividends payable on the Common Stock is within the sole discretion of the
Company's board of directors. The Company paid an initial cash dividend of
$.04 per common share in the fourth quarter of 2003. The Company's board of
directors declared a cash dividend of $.04 per common share paid on March 15,
2004 to shareholders of record on March 1, 2004. In the event of our
liquidation, dissolution or winding-up, the holders of the Common Stock are
entitled to share ratably in all assets remaining after payment of liabilities,
subject to prior distribution rights of preferred stock, if any, then
outstanding. The Common Stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by us with the Commission are hereby
incorporated herein by reference:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
2003, filed with the Commission on March 18, 2004.
2. The description of our Common Stock contained in our Registration
Statement on Form S-1 initially filed with the Commission on August 26, 2003
(Registration No. 333-108209) (as amended by Amendment No. 1 thereto filed with
the Commission on September 5, 2003, and Amendment No. 2 thereto filed with the
Commission on September 9, 2003).
Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Form S-8 have been sold or that
de-registers all such securities then remaining unsold, all reports and other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), 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.
AVAILABLE INFORMATION
We will provide to each person, including any beneficial owner, to whom
this Prospectus is delivered, without charge, a copy of any or all of the
information that has been incorporated by reference in this Prospectus, upon
the oral or written request of such person. Requests for such information may
be directed to Richard A. Kabaker, our Vice President, General Counsel and
Secretary, at our principal executive offices located at One Anchor Plaza, 4343
Anchor Plaza Parkway, Tampa, Florida 33634-7513.
We are subject to the reporting requirements of Sections 13 and 15 (d) of
the Exchange Act and, in accordance therewith, file reports and other
information with the Commission. Such reports, proxy and information
statements can be inspected and copied at the Commission's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
1-800-SEC-0330 for further information on the operation of the Public Reference
Room. The SEC also maintains a site on the World Wide Web (http://www.sec.gov)
that contains such reports, proxy and information statements.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws indemnify our directors and officers to the fullest extent
permitted by the Delaware General Corporation Law (the "DGCL"). The DGCL
permits a corporation to limit or eliminate a director's or officer's personal
liability to the corporation or the holders of its capital stock for breach of
duty. This limitation is generally unavailable for acts or omissions by a
director or officer which were (i) in bad faith, (ii) were the result of active
and deliberate dishonesty and were material to the cause of action so
adjudicated or (iii) involved a financial profit or other advantage to which
such director was not legally entitled. The DGCL also prohibits limitations on
director or officer liability for acts or omissions which resulted in a
violation of a statute prohibiting certain dividend declarations, certain
payments to stockholders after dissolution and particular types of loans. The
effect of these provisions is to eliminate the rights of us and our
shareholders (through shareholders' derivative suits on our behalf) to recover
monetary damages against a director for breach of fiduciary duty as a director
(including breaches resulting from grossly negligent behavior), except in the
situations described above. These provisions will not limit the liability of
directors under the federal securities laws of the United States.
Pursuant to indemnification agreements entered into between us and each of
our directors and officers, we have agreed to indemnify such persons to the
fullest extent permitted by Delaware law, as the same may be amended from time
to time.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and control persons pursuant to
the foregoing provisions, or otherwise, we have been advised that, in the
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opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows us to "incorporate by reference" the information we
file with the Commission, which means we can disclose important information to
investors by referring investors to those documents. The information
incorporated by reference is an important part of this Registration Statement,
and information we file later will automatically update and supersede this
information. The following documents are incorporated by reference:
(1) Our Annual Report on Form 10-K for the year ended December 31, 2003,
filed with the Commission on March 18, 2004.
(2) The description of our Common Stock contained in our Registration
Statement on Form S-1 initially filed with the Commission on August 26, 2003
(Registration No. 333-108209) (as amended by Amendment No. 1 thereto filed with
the Commission on September 5, 2003, and Amendment No. 2 thereto filed with the
Commission on September 9, 2003).
All documents filed by us 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 have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in this Registration
Statement, or 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 or is 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 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The reorganized company financial statements as of December 31, 2003 and
December 31, 2002 and for the year ended December 31, 2003 and the four-month
period ended December 31, 2002, incorporated herein by reference, have been so
included in reliance on the report (which contains an explanatory paragraph
regarding the impact of fresh-start adjustments to the predecessor company
financial statements as described in Notes 3 and 4 to the financial statements)
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The predecessor company financial statements for the eight-month period
ended August 31, 2002 and the year ended December 31, 2001, incorporated herein
by reference, have been so included in reliance on the report (which contained
explanatory paragraphs regarding (i) the impact of fresh-start adjustments to
the predecessor company financial statements as described in Notes 3 and 4 to
the financial statements and (ii) the adoption of FASB Statement No. 142 as
described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The legality of the issuance of the Common Stock being registered hereby
is being passed upon by Schulte Roth & Zabel LLP, 919 Third Avenue, New York,
New York 10022, counsel for the Company.
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Item 6. Indemnification of Directors and Officers.
Indemnification Under the Delaware General Corporation Law
Section 145 of the DGCL authorizes a 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, 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 addition, the DGCL does not permit indemnification in any
threatened, pending or completed action or suit by or in the right of the
corporation 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 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 such court shall deem proper. To
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter, such
person shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by such person. Indemnity is mandatory to the
extent a claim, issue or matter has been successfully defended. The DGCL also
allows a corporation to provide for the elimination or limit of the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director
(1) for any breach of the director's duty of loyalty to the corporation or
its stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
(3) for unlawful payments of dividends or unlawful stock purchases or
redemptions, or
(4) for any transaction from which the director derived an improper
personal benefit.
These provisions will not limit the liability of directors or officers
under the federal securities laws of the United States.
Indemnification Under the Company's Amended and Restated Certificate of
Incorporation (the "Charter")
The Fifth Article of the Company's Amended and Restated Certificate of
Incorporation provides that, except as otherwise provided by the DGCL, as the
same exists or may be amended, no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director;
provided, however,
that the foregoing shall not
apply to liability of a director (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL (governing the liability of directors
for unlawful payments of dividends or unlawful stock purchases or redemptions),
or (iv) for any transaction from which the director derived an improper
personal benefit. The Company shall indemnify directors and officers of the
Company to the fullest extent permitted by the DGCL. Any repeal or modification
of the Fifth Article by the Company's stockholders shall not adversely affect
any right or protection of a director of the Company existing at the time of
such repeal or modification.
The Seventh Article of the Company's Charter provides that, to the fullest
extent permitted by the DGCL (including, without limitation, Section 145
thereof), as the same may be amended and supplemented from time to time, the
Company shall indemnify any and all persons whom it shall have the power to
indemnify under the DGCL. The indemnification provided for in the Seventh
Article shall not be deemed exclusive of any other rights to which
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those seeking indemnification may be entitled whether as a matter of law, under
any By-law of the Company, by agreement, by vote of stockholders or
disinterested directors of the Company or otherwise.
Indemnification Under the Company's Amended and Restated By-laws (the
"By-laws")
Section 1 of Article VI of the Company's By-laws provide that, unless
otherwise determined by the board of directors, the Company shall, to the
fullest extent permitted by the DGCL (including, without limitation, Section
145 thereof) or other provisions of the laws of Delaware relating to
indemnification of directors, officers, employees and agents, as the same may
be amended and supplemented from time to time, indemnify any and all such
persons whom it shall have power to indemnify under the DGCL or such other
provisions of law.
Section 2 of Article VI of the Company's By-laws provides that, without
limiting the generality of Section 1 of Article VI, to the fullest extent
permitted, and subject to the conditions imposed, by law, and pursuant to
Section 145 of the DGCL unless otherwise determined by the board of directors,
(i) the Company shall 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 Company) by reason of the fact
that such person is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; and (ii) that the Company shall 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 or in the right of the Company to
procure a judgment in its favor by reason of the fact that that such person is
or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
be indemnified against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Company, except as otherwise provided by law.
Section 3 of Article VI of the Company's By-laws provides that, without
limiting the generality of Section 1 or Section 2 of Article VI, to the fullest
extent permitted by law, indemnification may be granted and expenses may be
advanced, to the persons described in Section 145 of the DGCL or other
provisions of the laws of Delaware relating to indemnification and advancement
of expenses, as from time to time may be in effect, by (i) a resolution of
stockholders, (ii) a resolution of the board of directors, or (iii) an
agreement providing for such indemnification and advancement of expenses,
provided that no indemnification may be made to or on behalf of any person if a
judgment or other final adjudication adverse to the person establishes that
such person's acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that such person personally gained in fact a financial profit or other
advantage to which such person was not legally entitled.
Section 4 of Article VI of the Company's By-laws provides that it is the
intent of Article VI to require the Company, unless otherwise determined by the
board of directors, to indemnify persons referred to therein for judgments,
fines, penalties, amounts paid in settlement and expenses (including attorneys'
fees), and to advance expenses to such persons, in each and every circumstance
in which such indemnification and such advancement of expenses could lawfully
be permitted by express provision of by-laws, and the indemnification and
expense advancement provided by Article VI shall not be limited by the absence
of express recital of such circumstances. The indemnification and advancement
of expenses provided by, or granted pursuant to, the Company's By-laws shall
not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled, whether as a matter
of law, under any provision of the Company's Certificate of Incorporation, the
By-laws, by agreement, by vote of stockholders or disinterested directors of
the Company or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
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Section 5 of Article VI of the Company's By-laws provides that
indemnification pursuant to the By-laws shall inure to the benefit of the
heirs, executors, administrators and personal representatives of those entitled
to indemnification.
Indemnification Under Indemnification Agreements With Our Directors and
Officers
Reference is made to the form of Indemnification Agreement entered into
between the Company and each of its directors and officers, pursuant to which
the Company agreed to indemnify such persons to the fullest extent permitted by
Delaware law, as the same may be amended from time to time.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement:
EXHIBIT
NUMBER
DESCRIPTION
4.1
Anchor Glass Container Corporation Equity Incentive Plan.
5.1
Opinion of Schulte Roth & Zabel LLP.
23.1
Consent of PricewaterhouseCoopers LLP.
23.2
Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1).
24
Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act.
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 its 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Tampa, State of Florida, on the 7th day of April, 2004.
ANCHOR GLASS CONTAINER CORPORATION
By:
/s/ Darrin J. Campbell
Name:
Darrin J. Campbell
Title:
Chief Financial Officer and Executive Vice
President
We, the undersigned directors of the Company, do hereby constitute and
appoint Richard M. Deneau and Darrin J. Campbell and each and any of them, our
true and lawful attorneys-in-fact and agents, to do any and all acts and things
in our names and our behalf in our capacities as directors and to execute any
and all instruments for us and in our name in the capacities indicated below,
which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said Company to comply with the Securities Act, and any
rules, regulations and requirements of the Commission, in connection with this
Registration Statement, including specifically, but without limitation, any and
all amendments (including post-effective amendments) hereto; and we hereby
ratify and confirm all that said attorneys and agents, or any of them, shall do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature
Title
Date
/s/ Richard M. Deneau
Richard M. Deneau
President, Chief Executive
Officer and Director
April 7, 2004
/s/ Darrin J. Campbell
Darrin J. Campbell
Chief Financial Officer and
Executive Vice President
April 7, 2004
/s/ Joel A. Asen
Joel A. Asen
Director
April 7, 2004
/s/ James N. Chapman
James N. Chapman
Director
April 7, 2004
/s/ Jonathan Gallen
Jonathan Gallen
Director
April 7, 2004
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/s/ George Hamilton
George Hamilton
Director
April 7, 2004
/s/ Timothy F. Price
Timothy F. Price
Director
April 7, 2004
/s/ Alan H. Schumacher
Alan H. Schumacher
Director
April 7, 2004
/s/ Lenard B. Tessler
Lenard B. Tessler
Director
April 7, 2004
Pursuant to the requirements of the Securities Act, the Board, as
Administrator of the Plan, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Tampa, State of Florida, on the 7th day of April, 2004.
ANCHOR GLASS CONTAINER CORPORATION
EQUITY INCENTIVE PLAN
By:
/s/ Alan H. Schumacher
Name:
Alan H. Schumacher
Title:
Chairman of the Board
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EXHIBIT INDEX
EXHIBIT
NUMBER
DESCRIPTION
4.1
Anchor Glass Container Corporation Equity Incentive Plan.
5.1
Opinion of Schulte Roth & Zabel LLP.
23.1
Consent of PricewaterhouseCoopers LLP.
23.2
Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1).
24
Power of Attorney (included on signature page).