S-8

As filed with the Securities and Exchange Commission on January 7, 2003. Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	95-2588080
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4695 MacArthur Court, Suite 1250
Newport Beach, California	92660
(Address of Principal Executive Offices)	(Zip Code)

AMERICAN VANGUARD CORPORATION
1994 STOCK INCENTIVE PLAN*
(Full title of the plan)

Eric G. Wintemute
President and Chief Executive Officer
4695 MacArthur Court, Suite 1250
Newport Beach, California 92660
(949) 260-1200
(Name, address and telephone number, including area code, of agent for service)

Copy to:

John B. Miles, Esq.
McDermott, Will & Emery
18191 Von Karman Avenue, Suite 500
Irvine, California 92612-0187
(949) 851-0633

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
Title of securities	Amount to be	offering price per	aggregate offering	Amount of
to be registered	Registered(1)	share	price	registration fee
Common Stock (par value $.10 per share)(1)	99,973 shares(3)	$21.925(2)	$2,191,908(2)	$	201.66

*	This Registration Covers the 1994 Stock Incentive Plan, as amended and restated by the 1994 Amended and Restated Stock Incentive Plan and the Second Amended and Restated 1994 Stock Incentive Plan (collectively, the “Plan”).
(1)	In addition to the number of shares of Common Stock stated above, this Registration Statement covers options and other rights to purchase or acquire the shares of Common Stock under the Plan and, pursuant to Rule 416 under the Securities Act of 1933, as amended, an additional indeterminate number of shares, options and rights which, by reason of certain events specified in the Plan, may become subject to the Plan.
(2)	Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended, based on the average of the high and low sales prices of a share of Common Stock of American Vanguard Corporation (the “Registrant”) as reported on the American Stock Exchange on December 30, 2002.
(3)	Represents the registration of shares of Common Stock issuable under the Plan.

EXPLANATORY NOTE

     This Registration Statement registers 99,973 additional shares of Common Stock of the Registrant for issuance pursuant to the Plan. The contents of the earlier Registration Statement on Form S-8 in respect of the Plan, as filed with the Securities and Exchange Commission on January 2, 2002, Registration No. 333-76218 are hereby incorporated by reference.

TABLE OF CONTENTS

EXHIBIT 5.1

EXHIBIT 23.1

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on the 7th day of January, 2003.

AMERICAN VANGUARD CORPORATION
By:	/s/ James A. Barry
	James A. Barry, Senior Vice President, Chief Financial Officer,
	Secretary/Treasurer and Director

POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints Eric G. Wintemute and James A. Barry and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, to sign on his behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on January 7, 2003.

Signature	Title
/s/ Eric G. Wintemute Eric G. Wintemute	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ James A. Barry James A. Barry	Senior Vice President, Chief Financial Officer, Secretary/Treasurer and Director (Principal Financial and Accounting Officer)

2

/s/ Herbert A. Kraft Herbert A. Kraft	Co-Chairman
/s/ Glenn A. Wintemute Glenn A. Wintemute	Co-Chairman
/s/ John B. Miles John B. Miles	Director
/s/ Carl R. Soderlind Carl R. Soderlind	Director
/s/ Jay R. Harris Jay R. Harris	Director

3

INDEX TO EXHIBITS

Exhibit
Number	Description of Exhibit
5.1	Opinion and Consent of McDermott, Will & Emery (filed herewith).
23.1	Consent of BDO Seidman, LLP, independent certified public accountants (filed herewith).
23.2	Consent of McDermott, Will & Emery (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).

4 EX-5.1 3 a86872exv5w1.htm EXHIBIT 5.1

EXHIBIT 5.1

OPINION OF McDERMOTT, WILL & EMERY

[McDermott, Will & Emery Letterhead]

January 7, 2003

American Vanguard Corporation
4695 MacArthur Court, Suite 1250
Newport Beach, California 92660

     RE: Registration Statement on Form S-8

          We have acted as counsel for American Vanguard Corporation (the “Company”) in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended, of 99,973 shares of the Company’s Common Stock, par value $.10 per share (the “Registered Shares”), which may be issued pursuant to the Company’s 1994 Stock Incentive Plan, as amended and restated by the 1994 Amended and Restated Stock Incentive Plan and the Second Amended and Restated 1994 Stock Incentive Plan (collectively, the “Plan”).

          In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Plan and such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

          In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

          Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Registered Shares, when issued pursuant to and in accordance with the terms of the Plan against payment of the purchase price provided for therein, will be legally issued, fully paid and nonassessable.

          We hereby consent to the reference to our firm in the Registration Statement and to the filing of this opinion by the Company as an Exhibit to the Registration Statement.

Yours very truly,

/s/ McDermott, Will & Emery

EX-23.1 4 a86872exv23w1.htm EXHIBIT 23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

American Vanguard Corporation
Commerce, California

          We hereby consent to the incorporation by reference as part of this Registration Statement of our report dated March 1, 2002 (except for Note 16, which is as of March 18, 2002 and Note 17, which is unaudited), relating to the consolidated financial statements and schedules of American Vanguard Corporation appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

/s/ BDO Seidman, LLP

Los Angeles, California
January 7, 2003

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