-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B19duhTaehS62FGCu9Zxdu3iG49Ia5sa4JVfiOC4OzkYhHDDiYsfwb0RW1LTGAaB TnHy0Lw//47ZSqx6jF/Itw== 0001002105-98-000011.txt : 19980204 0001002105-98-000011.hdr.sgml : 19980204 ACCESSION NUMBER: 0001002105-98-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980203 EFFECTIVENESS DATE: 19980203 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL CORP /VA/ CENTRAL INDEX KEY: 0000102037 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 540414210 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45497 FILM NUMBER: 98520187 BUSINESS ADDRESS: STREET 1: P O BOX 25099 STREET 2: 1501 N HAMILTON ST CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: 8043599311 MAIL ADDRESS: STREET 1: PO BOX 25099 CITY: RICHMOND STATE: VA ZIP: 23260 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL LEAF TOBACCO CO INC DATE OF NAME CHANGE: 19880314 S-8 1 S-8 FILED BY UNIVERSAL CORPORATION As filed with the Securities and Exchange Commission on February 3, 1998. Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNIVERSAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Virginia 54-0414210 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 1501 North Hamilton Street, Richmond, Virginia 23230 (Address of Principal Executive Offices) (Zip Code) ------------------ UNIVERSAL CORPORATION EMPLOYEES' STOCK PURCHASE PLAN OF UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED AND DESIGNATED AFFILIATED COMPANIES (Full Title of the Plan) James M. White, III, Esquire Secretary and General Counsel Universal Corporation 1501 North Hamilton Street Richmond, Virginia 23230 (804) 359-9311 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) ----------- CALCULATION OF REGISTRATION FEE
==================================== ================== ===================== ===================== ================= Proposed Maximum Proposed Maximum Amount of Title of Securities to be Amount to be Offering Price per Aggregate Offering Registration Registered Registered (1) Share (2) Price Fee - ------------------------------------ ------------------ --------------------- ---------------------- ---------------- Common Stock, no par value 1,000,000 $39.00 $39,000,000 $11,505 Rights to Purchase Series A Junior Participating Preferred Stock (3) (3) (3) (3) ==================================== ================== ===================== ====================== ================
(1) The amount of Common Stock registered hereunder shall be deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the capitalization of the Registrant. (2) Pursuant to Rule 457(h), the offering price is based on the average of the high ($39.31) and low ($38.69) prices as reported on the composite tape of New York Stock Exchange listed issues on January 30, 1998. (3) The Rights to Purchase Series A Junior Participating Preferred Stock will be attached to and will trade with shares of the Common Stock of the Registrant. Value attributable to such Rights, if any, will be reflected in the market price of the shares of Common Stock. No additional registration fee is required. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8 relating to the Universal Corporation Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies (the "Plan") filed with the Securities and Exchange Commission on January 16, 1991, Registration No. 33-38652, are incorporated herein by reference. The Plan initially authorized the issuance of up to 500,000 shares of the Registrant's Common Stock. On December 4, 1997, the Board of Directors of the Registrant authorized an additional 1,000,000 shares of Common Stock to be offered and sold from time to time pursuant to the Plan. This Registration Statement covers the additional 1,000,000 shares authorized under the Plan. Item 8. Exhibits The following exhibits are filed on behalf of the Registrant as part of this Registration Statement: 4.1 Restated Articles of Incorporation (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1990, File No. 1-652). 4.2 Bylaws (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, File No. 1- 652). 4.3 Rights Agreement, dated February 2, 1989, between the Registrant and Sovran Bank, N.A., as Rights Agent (incorporated herein by reference to the Registrant's Form 8-A Registration Statement, dated February 9, 1989, File No. 1-652). 4.4 Amendment to Rights Agreement, dated May 2, 1991, between the Registrant and Sovran Bank, N.A., as Rights Agent (incorporated herein by reference to the Registrant's Form 8 Amendment No. 1, dated May 7, 1991, to Form 8-A Registration Statement, dated February 9, 1989, File No. 1-652). 4.5 Amendment to Rights Agreement, dated July 17, 1992, between the Registrant, NationsBank, N.A., as Rights Agent, and Wachovia Bank of North Carolina, N.A., as Successor Rights Agent (incorporated herein by reference to the Registrant's Form 8 Amendment No. 2, dated July 17, 1992, to Form 8-A Registration Statement, dated February 9, 1989, File No. 1-652). 4.6 Specimen Common Stock Certificate (incorporated herein by reference to the Registrant's Form S-3, dated February 25, 1993, File No. 33-58764). 5.1 Opinion of Williams, Mullen, Christian & Dobbins.* 23.1 Consent of Williams, Mullen, Christian & Dobbins (included in Exhibit 5.1). II-1 23.2 Consent of Ernst & Young LLP.* 24 Powers of Attorney (included on Signature Page).* -------------- *Filed herewith II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 30th day of January, 1998. UNIVERSAL CORPORATION By: /s/ Henry H. Harrell ------------------------------------ Henry H. Harrell Chairman and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned hereby appoints Henry H. Harrell and William L. Taylor, either of whom may act individually, as attorneys-in-fact and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, any and all amendments (including post-effective amendments) to this Registration Statement, with any exhibits thereto, and any other documents to be filed with the Securities and Exchange Commission pertaining to the registration of securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Henry H. Harrell Chairman and January 30, 1998 - ------------------------------------------- Chief Executive Officer Henry H. Harrell (Principal Executive Officer) /s/ Hartwell H. Roper Vice President and January 30, 1998 - ------------------------------------------- Chief Financial Officer Hartwell H. Roper (Principal Financial Officer) /s/ William J. Coronado Controller January 30, 1998 - ------------------------------------------- (Principal Accounting Officer) William J. Coronado /s/ William W. Berry Director January 30, 1998 - ------------------------------------------- William W. Berry /s/ Ronald E. Carrier Director January 30, 1998 - ------------------------------------------- Ronald E. Carrier - ------------------------------------------- Director January 30, 1998 Lawrence S. Eagleburger /s/ Joseph C. Farrell Director January 30, 1998 - ------------------------------------------- Joseph C. Farrell /s/ Charles H. Foster, Jr. Director January 30, 1998 - ------------------------------------------- Charles H. Foster, Jr. /s/ Richard G. Holder Director January 30, 1998 - ------------------------------------------- Richard G. Holder /s/ Allen B. King Director January 30, 1998 - ------------------------------------------- Allen B. King /s/ John D. Munford, II Director January 30, 1998 - ------------------------------------------- John D. Munford, II /s/ Hubert R. Stallard Director January 30, 1998 - ------------------------------------------- Hubert R. Stallard - ------------------------------------------- Director January 30, 1998 Jeremiah H. Sheehan
EXHIBIT INDEX Exhibit No. Document - ----------- -------- 4.1 Restated Articles of Incorporation (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1990, File No. 1-652). 4.2 Bylaws (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, File No. 1- 652). 4.3 Rights Agreement, dated February 2, 1989, between the Registrant and Sovran Bank, N.A., as Rights Agent (incorporated herein by reference to the Registrant's Form 8-A Registration Statement, dated February 9, 1989, File No. 1-652). 4.4 Amendment to Rights Agreement, dated May 2, 1991, between the Registrant and Sovran Bank, N.A., as Rights Agent (incorporated herein by reference to the Registrant's Form 8 Amendment No. 1, dated May 7, 1991, to Form 8-A Registration Statement, dated February 9, 1989, File No. 1-652). 4.5 Amendment to Rights Agreement, dated July 17, 1992, between the Registrant, NationsBank, N.A., as Rights Agent, and Wachovia Bank of North Carolina, N.A., as Successor Rights Agent (incorporated herein by reference to the Registrant's Form 8 Amendment No. 2, dated July 17, 1992, to Form 8-A Registration Statement, dated February 9, 1989, File No. 1-652). 4.6 Specimen Common Stock Certificate (incorporated herein by reference to the Registrant's Form S-3, dated February 25, 1993, File No. 33-58764). 5.1 Opinion of Williams, Mullen, Christian & Dobbins.* 23.1 Consent of Williams, Mullen, Christian & Dobbins (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP.* 24 Powers of Attorney (included on Signature Page).* - -------------- *Filed herewith EX-5 2 EXHIBIT 5.1 AND 23.1 [Williams, Mullen, Christian & Dobbins letterhead] February 3, 1998 Board of Directors Universal Corporation 1501 North Hamilton Street Richmond, Virginia 23230 Re: Employees' Stock Purchase Plan Gentlemen: This letter is delivered to you in connection with the actions taken and proposed to be taken by Universal Corporation, a Virginia corporation (the "Company"), with respect to the offer and sale from time to time pursuant to the Universal Corporation Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies (the "Plan"), of up to 1,000,000 shares of the Company's Common Stock, without par value (the "Shares"). As counsel to the Company, we have reviewed the registration statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission to effect the registration of the Shares under the Securities Act of 1933, as amended (the "Act"). In this regard, we have examined the Articles of Incorporation and Bylaws of the Company, records of proceedings of the Board of Directors of the Company, the Plan and such other records and documents as we have deemed necessary or advisable in connection with the opinions set forth herein. In addition, we have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be reliable. Based upon our examination and inquiries, we are of the opinion that the Shares which constitute original issuance securities will, when issued pursuant to the terms and conditions of the Plan, be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the laws of the Commonwealth of Virginia and we express no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us as counsel to the Company in the Registration Statement. In giving such consent, we do not thereby admit that we are persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Williams, Mullen, Christian & Dobbins EX-23 3 EXHIBIT 23.2 Exhibit 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Universal Corporation Employees' Stock Purchase Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies of our report dated August 7, 1997, with respect to the consolidated financial statements of Universal Corporation included in its Annual Report (Form 10-K) for the year ended June 30, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Richmond, Virginia January 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----