-----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, Kmiei5ahwHtmJ7hZ+3Y/Bu9mk92yp4oYGoNAhG3O/Dj/gkyYUv2jWm+QGZdrU1JO 4hBVQI6wc/t/m6jdKVT9gA== 0000908184-96-000117.txt : 19961017 0000908184-96-000117.hdr.sgml : 19961017 ACCESSION NUMBER: 0000908184-96-000117 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961016 EFFECTIVENESS DATE: 19961016 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE CORP /VA/ CENTRAL INDEX KEY: 0000019731 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 540166880 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14189 FILM NUMBER: 96643869 BUSINESS ADDRESS: STREET 1: 1021 E CARY ST STREET 2: PO BOX 2350 CITY: RICHMOND STATE: VA ZIP: 23218-2350 BUSINESS PHONE: 8046971000 MAIL ADDRESS: STREET 1: P O BOX 2350 STREET 2: 1021 EAST CARY STREET CITY: RICHMOND STATE: VA ZIP: 23218 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE CORP OF VIRGINIA DATE OF NAME CHANGE: 19840509 S-8 1 As filed with the Securities and Exchange Commission on October 15, 1996 Registration Statement No. 333-____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ CHESAPEAKE CORPORATION (Exact name of Registrant as specified in its Charter) Virginia 54-0166880 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1021 East Cary Street, Box 2350 Richmond, Virginia 23218-2350 (Address of principal executive office, including zip code) CHESAPEAKE CORPORATION STOCK PURCHASE PLAN FOR HOURLY EMPLOYEES OF WISCONSIN TISSUE MILLS INC. (Full title of the Plan) ____________________ J.P. Causey Jr., Esq. Senior Vice President, Secretary & General Counsel Chesapeake Corporation 1021 East Cary Street, Box 2350 Richmond, Virginia 23218-2350 804-697-1000 (Name, address and telephone number, including area code, of agent for service) With copies to: Hugh V. White, Jr., Esq. Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219-4074 804-788-8200 ____________________ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Amount Securities Amount Offering Aggregate of to be to be Price Offering Registration Registered(1) Registered Per Share(2) Price(2) Fee Common 300,000 $27.375 $8,212,500 $2,489 Stock, $1 shares par value per share (1) Pursuant to Rule 416(c) under Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. In addition, each share of Common Stock is accompanied by one Preferred Share Purchase Right. (2) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule 457(c) on the basis of $27.375 per share, which was the average of the high and low prices of the Common Stock on the New York Stock Exchange on October 10, 1996, as reported in The Wall Street Journal. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not required to be filed with the Securities and Exchange Commission (the "Commission"). Item 2. Registrant Information and Employee Plan Annual Information. Not required to be filed with the Commission. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Chesapeake Corporation ("Chesapeake") with the Commission (file No. 1-3203) are incorporated herein by reference and made a part hereof: (i) Chesapeake's Annual Report on Form 10-K for the year ended December 31, 1995; (ii) Chesapeake's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, and June 30, 1996; and (iii) the description of Chesapeake's Common Stock (the "Common Stock") contained in a registration statement filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents filed by Chesapeake or the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the Prospectus and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Prospectus to the extent that a statement contained herein or in any other subsequently filed document that is incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus. Item 4. Description of Securities. Not required to be filed with the Securities and Exchange Commission. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Virginia Stock Corporation Act permits, and the registrant's Bylaws require, indemnification of the registrant's directors and officers in a variety of circumstances, which may include indemnification for liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Under Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a Virginia corporation generally is authorized to indemnify its directors and officers in civil or criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. Chesapeake's Bylaws require indemnification of directors and officers with respect to certain liabilities, expenses and other amounts imposed upon them by reason of having been a director or officer, except in the case of willful misconduct or a knowing violation of criminal law. In addition, Chesapeake carries insurance on behalf of directors, officers, employees or agents that may cover liabilities under the Securities Act. Chesapeake's Bylaws also provide that, to the full extent the Virginia Stock Corporation Act (as it presently exists or may hereafter be amended) permits the limitation or elimination of the liability of directors and officers, no director or officer of Chesapeake shall be liable to Chesapeake or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct. Section 13.1-692.1 of the Virginia Stock Corporation Act presently permits the elimination of liability of directors and officers in any proceeding brought by or in the right of Chesapeake or brought by or on behalf of stockholders of Chesapeake, except for liability resulting from such person's having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law, including, without limitation, any unlawful insider trading or manipulation of the market for any security. Sections 13.1-692.1 and 13.1-696 to - 704 of the Virginia Stock Corporation Act are hereby incorporated by reference herein. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. 4.1 Articles of Incorporation (filed as Exhibit 3.1 to Chesapeake's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference). 4.2 Bylaws (filed as Exhibit 3.2 to Chesapeake's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference). 4.3 Rights Agreement, dated as of March 15, 1988, between Chesapeake and Crestar Bank (filed as Exhibit 4.1 to Chesapeake's Current Report on Form 8-K dated March 15, 1988, and incorporated herein by reference). 4.4 Rights Agreement Amendment, dated as of August 24, 1992, between Chesapeake and Harris Trust and Savings Bank (filed as Exhibit 4.4 to Chesapeake's registration statement on Form S-8 (File No. 33-56473) and incorporated herein by reference). 4.5 Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. (filed herewith). 5 Opinion of Hunton & Williams as to the legality of the securities being registered (filed herewith). 23.1 Consent of Hunton & Williams (included in Exhibit 5). 23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith). 24 Powers 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 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; (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. 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 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. (c) 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 provisions described under Item 6 above, 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. SIGNATURES Pursuant to the requirements of the Securities Act, 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 15th day of October, 1996. CHESAPEAKE CORPORATION (Registrant) By /s/ J. Carter Fox J. Carter Fox President, Chief Executive Officer and Chairman of the Board of Directors Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on this 15th day of October, 1996. Each person whose signature appears below hereby authorizes the agent for service named in the registration statement to execute in the name of each such person, and to file, any amendment, including any post-effective amendment, to the registration statement making such changes in the registration statement as the registrant deems appropriate, and appoints the agent for service as attorney-in-fact to sign in his behalf individually and in each capacity stated below and file all amendments and post-effective amendments to the registration statement. Signature Title By /s/ J. Carter Fox J. Carter Fox Chairman of the Board of Directors, President & Chief Executive Officer By /s/ M. Katherine Dwyer M. Katherine Dwyer Director By /s/ Robert L. Hintz Robert L. Hintz Director By /s/ William D. McCoy William D. McCoy Director By /s/ C. Elis Olsson C. Elis Olsson Director By John W. Rosenblum Director By Frank S. Royal Director By /s/ Wallace Stettinius Wallace Stettinius Director By /s/ John Hoyt Stookey John Hoyt Stookey Director By /s/ Richard G. Tilghman Richard G. Tilghman Director By /s/ Joseph P. Viviano Joseph P. Viviano Director By /s/ Harry H. Warner Harry H. Warner Director By /s/ Andrew J. Kohut Andrew J. Kohut Group Vice President - Specialty Packaging & Merchandising Services & Chief Financial Officer By /s/ Christopher R. Burgess Christopher R. Burgess Controller EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page 4.1 Articles of Incorporation (filed as Exhibit 3.1 to Chesapeake's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference). 4.2 Bylaws (filed as Exhibit 3.2 to Chesapeake's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference). 4.3 Rights Agreement, dated as of March 15, 1988, between Chesapeake and Crestar Bank (filed as Exhibit 4.1 to Chesapeake's Current Report on Form 8-K dated March 15, 1988, and incorporated herein by reference). 4.4 Rights Agreement Amendment, dated as of August 24, 1992, between Chesapeake and Harris Trust and Savings Bank (filed as Exhibit 4.4 to the Chesapeake's registration statement on Form S-8 (File No. 33-56473) and incorporated herein by reference). 4.5 Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. (filed herewith). 5 Opinion of Hunton & Williams as to the legality of the securities being registered (filed herewith). 23.1 Consent of Hunton & Williams (included in Exhibit 5). 23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith). 24 Powers of Attorney (included on signature page). EX-4 2 Exhibit 4.5 Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. Effective November 1, 1996 1. Purpose The Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. (the "Plan") is intended to encourage ownership of stock of Chesapeake Corporation ("Chesapeake") by certain hourly-paid employees of Wisconsin Tissue Mills Inc. and its subsidiaries and to provide an additional incentive for employees to remain with and promote the success of the business of Chesapeake and its subsidiaries. 2. Operative Date The Plan is effective November 1, 1996. 3. Definitions (a) Applicable Percentage means (1) the percentage that shall be prescribed by the Compensation Committee before the first day of each Plan Year or (2) the percentage resulting from the computations performed in accordance with the method prescribed by the Compensation Committee for determining the Applicable Percentage, which method shall be prescribed before the first day of each Plan Year. The Applicable Percentage may not exceed 60%. (b) Basic Compensation means, for each payroll period, a Participant's regular base hourly rate as of the first day of the month immediately preceding the first day of the Plan Year times forty (40). A Participant's regular base hourly rate does not include overtime payments, shift differential, bonus payments, incentive compensation, gainsharing payments, extra compensation or other similar payments. (c) Board of Directors means the Board of Directors of Chesapeake. (d) Committee means the person or persons appointed by the Board of Directors or the Compensation Committee to administer the Plan with the powers and duties hereinafter stated. (e) Company means Wisconsin Tissue Mills Inc. Service with a Subsidiary or predecessor employer before the date that a Subsidiary or division was acquired by the Company or one of its Subsidiaries may be recognized by the Plan in the discretion of the Committee. (f) Compensation Committee means the Executive Compensation Committee of the Board of Directors of Chesapeake Corporation. Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. Effective November 1, 1996 (g) Continuous Employment means employment with the Company or an affiliate that is not interrupted, provided that employment shall not be considered interrupted by reason of absence due to regular vacation, service in the armed forces or under any compulsory manpower act, jury duty, sickness, injury for which compensation is being paid by the Company or an affiliate or its insurer under any workers' compensation law, or any leave of absence granted the Company or an affiliate, provided that such absence does not continue beyond reasonable periods to be established by the Committee. (h) Employee means any person employed by the Company who is compensated on an hourly basis and who is located at one of the Company's operations listed on Exhibit I hereto. Employee does not include an independent contractor or a leased employee (as defined in section 414(n) of the Internal Revenue Code of 1986, as amended). Employee does not include individuals who are members of a collective bargaining unit unless inclusion in this Plan is permitted in accordance with a collective bargaining agreement in existence or entered into in the future as a result of good-faith bargaining between an employee representative and the Company. (i) Participant means any Employee of the Company who satisfies the requirements of Section 5 and who is participating in the Plan. (j) Payroll Deduction means the dollar amount that is determined by multiplying the percentage elected by the Participant in accordance with Section 7 times such Participant's Basic Compensation. A Participant's Payroll Deduction shall be subtracted from his regular pay after deductions for amounts required to be withheld under state and federal income tax laws, FICA and comparable charges. (k) Payroll Period means, for any Employee, the period for which he is customarily compensated by the Company. (l) Plan Year means the twelve (12) month period beginning on April 1 of each year and ending on the following March 31. Despite the preceding sentence, the Committee, in its discretion, may direct that the Plan Year will be shorter than twelve months. The 1996 Plan Year shall commence on November 1, 1996 and end on March 31, 1997. The Committee, in its discretion, may permit the initial Plan Year for eligible employees of a newly eligible Subsidiary or operation of the Company to commence on any date designated by the Committee. (m) Stock means Common Stock of the Chesapeake Corporation. Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. Effective November 1, 1996 (n) Subsidiary means a corporation, more than 50% of the voting securities of which are owned by Chesapeake Corporation and/or Chesapeake Corporation's other Subsidiaries or a partnership or joint venture in which Chesapeake Corporation and/or Chesapeake Corporation's other Subsidiaries have more than a 50% profits or ownership interest and that is designated by the Compensation Committee as a Subsidiary for purposes of the Plan, which designation can be revoked for any future Plan Year by the Compensation Committee. 4. Stock Subject to Plan The maximum aggregate number of shares of Stock that may be issued pursuant to the Plan on and after November 1, 1996 shall be 300,000, which number shall be subject to adjustment as the Compensation Committee determines is equitably required in the event of stock dividends, split-ups, recapitalizations or combinations. 5. Eligible Employees Each Employee of the Company who has reached his eighteenth (18th) birthday and has completed at least five (5) months of Continuous Employment with the Company is eligible to participate in the Plan, except an Employee (a) whose customary employment is for less than (i) twenty (20) hours per week, (ii) five (5) months in a calendar year, or (iii) one thousand (1,000) hours in a calendar year or (b) who otherwise fails to qualify under such standards or designations as the Committee may establish from time to time. 6. Manner of Participation (a) Participation in the Plan is entirely voluntary. To become a Participant, an eligible Employee shall, not later than twenty-five (25) days before the beginning of a Plan Year, or at such other date as the Committee shall deem desirable, file a form with his payroll office, authorizing a Payroll Deduction from the eligible Employee's regular pay, commencing with the first Payroll Period of the Plan Year. An Employee who completes his initial five (5) months of Continuous Employment after the first day of the Plan Year may become a Participant in the Plan on the first day of the seventh (7th) month of the Plan Year following the completion of five (5) months of Continuous Employment if he authorizes a Payroll Deduction no later than twenty-five (25) days before that date. With respect to the initial Plan Year for employees of a newly eligible Subsidiary or operation of the Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. Effective November 1, 1996 Company, the Committee may establish any date for the deadline for filing the form to authorize a Payroll Deduction as the Committee shall deem desirable. (b) An eligible Employee who participated in the Chesapeake Corporation Hourly Employees' Stock Purchase Plan (the "Chesapeake Hourly Plan") prior to November 1, 1996, shall become a Participant in the Plan, unless he elects to the contrary, on November 1, 1996, if he otherwise meets the qualifications of the Plan. Such eligible Employee's existing contributions under the Chesapeake Hourly Plan will be transferred to the Plan and applied to subscriptions for shares of Stock according to the terms of the Plan. A Participant's Payroll Deduction for each Payroll Period thereafter made to the Plan for the 1996 Plan Year shall be in the same amount elected under the Chesapeake Hourly Plan. (c) An eligible Employee who during a Plan Year ceases to be a salaried employee of the Company or an affiliate by reason of becoming an Employee of the Company and who participated in the Chesapeake Corporation Salaried Employees' Stock Purchase Plan (the "Chesapeake Salaried Plan") at the time his employment status changed shall become a Participant in the Plan, unless he elects to the contrary, if he otherwise meets the qualifications of the Plan. Unless the Committee directs otherwise, such eligible Employee's existing contributions under the Chesapeake Salaried Plan will be transferred to the Plan and applied to subscriptions for shares of Stock according to the terms of the Plan. Contributions by a Participant in this instance shall be made in the same percentage as such Participant elected under the Chesapeake Salaried Plan times such Participant's Basic Compensation as of the time his employment status changes. (d) After an eligible Employee has become a Participant in the Plan, his participation therein will continue from year to year thereafter, so long as the Plan continues in effect or until he withdraws from the Plan in accordance with Section 12 hereof. 7. Payroll Deductions and Accounts A Participant's contribution to the Plan shall be made by deducting the Participant's Payroll Deduction from his regular pay for each Payroll Period in the Plan Year. A Participant's Payroll Deduction is determined by multiplying the percentage specified by the Participant in a payroll deduction authorization form times his Basic Compensation. The percentage specified shall be in multiples of 1% and shall not exceed 5%. The percentage specified may not be changed during the Plan Year. A Participant's Payroll Deduction shall be the same for each Payroll Period. A Participant may contribute to the Plan only by Payroll Deduction. The Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. Effective November 1, 1996 Company shall maintain accounts showing the total Payroll Deduction withheld from each Participant's regular pay during the Plan Year. 8. Company Contributions The Company will, as of the end of each Plan Year, contribute an amount equal to the Applicable Percentage times the Participant's total Payroll Deductions for the Plan during the Plan Year. The Company's contribution will be credited to the Participant's account maintained pursuant to Section 7 as of the end of the Plan Year. 9. Charges to Participant's Account; Purchase of Stock The Company's contribution to the Plan shall be reduced by the amount required to be withheld under state and federal income tax laws, FICA and comparable charges The balance in the Participant's account will be applied at the end of the Plan Year to subscribe for shares of Stock at a price equal to the average of the closing prices of Common Stock of Chesapeake on the New York Stock Exchange (composite tape) for the 20 consecutive trading days immediately preceding the last day of the Plan Year. No fractional shares will be issued, and any amount not utilized to subscribe for Stock will be credited to the Participant's account for the succeeding Plan Year if he participates in the Plan for the succeeding Plan Year, or if the Participant does not participate in the Plan for the succeeding Plan Year, such amount will be paid to the Participant. 10. Distribution of Stock Certificates representing the number of shares of Stock subscribed for pursuant to Section 9 shall be delivered to each Participant as soon as practicable after the end of the Plan Year. The rights and privileges of a stockholder of Chesapeake shall exist with respect to shares of Stock purchased pursuant to the Plan from and after the date of issue of a Stock certificate. 11. Transferability The rights of a Participant under the Plan may not be transferred or assigned at any time. Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. Effective November 1, 1996 12. Termination of Participation in the Plan and Refund of Credit Balance in Account (a) A Participant may at any time before the end of the Plan Year and for any reason terminate his participation in the Plan by written notification of his withdrawal therefrom delivered to his payroll office. A Participant's participation in the Plan shall also terminate upon his ceasing to be employed by the Company, upon his death and upon his ceasing to be eligible to participate in the Plan. Upon termination of participation in the Plan, the amount credited to the Participant's account pursuant to Section 7 and any interest payable on his Payroll Deductions and credited to his account as of the end of the prior calendar quarter shall be paid to him or his estate. Interest payable under this Section 12 shall be payable only upon termination of participation in the Plan before the end of the Plan Year and shall be credited to each Participant's Payroll Deductions as of the last day of each calendar quarter until the last day of the calendar quarter preceding the distribution. The interest rate that will be in effect for each Plan Year, or the manner in which such interest rate will be determined, shall be prescribed by the Committee before the first day of that Plan Year. (b) A Participant whose participation in the Plan has terminated may not recommence participation in the Plan until the succeeding Plan Year. In the event of termination of participation in the Plan, the Employee will forfeit any contribution the Company would have made at the end of the Plan Year (other than the payment of accrued interest in accordance with this Section 12). (c) A Participant whose employment terminates by reason of Retirement may continue as a Participant, without making further contributions, until the end of the Plan Year next following the Participant's date of Retirement. "Retirement," for purposes of the Plan, means retirement under the terms of a tax-qualified defined benefit pension plan sponsored by the Company or an affiliate. (d) A Participant in the Plan who ceases to be an Employee of the Company by reason of becoming a salaried employee of the Company or an affiliate and who meets the requirements set forth in the Chesapeake Salaried Plan, shall become a participant in the Chesapeake Salaried Plan, unless he elects otherwise, at the time during the current Plan Year when he ceases to be an eligible Employee. His contributions under the Plan for the current Plan Year will be transferred to the Chesapeake Salaried Plan and applied to subscriptions for shares of Stock according to the terms of the Chesapeake Salaried Plan. Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. Effective November 1, 1996 13. Suspension of Withholding A Participant may suspend his contributions at any time by written notification delivered to his payroll office. In such event, the previous Payroll Deductions contributed by the Participant during the Plan Year will continue to be held by the Company until the end of the Plan Year and the Company will make its contribution based on such amounts. Any Participant who suspends his contributions to the Plan may not resume contributions during the Plan Year in which the contributions have been suspended. 14. Expenses; Applications of Funds All expenses of administering the Plan shall be borne by the Company without charge against any Participant's Plan account. All funds received or held by the Company under this Plan may be used for any corporate purpose. 15. The Committee The Committee shall consist of not less than three (3) nor more than five (5) persons chosen by the Board of Directors or Compensation Committee and may (but need not) include officers or directors of the Company. Vacancies on the Committee from any cause may be filled by the Compensation Committee. The Committee may act by a majority of their number and shall keep a written record of all decisions of the Committee. The Committee shall have full power and authority to administer the Plan, to decide all questions regarding construction and interpretation of the Plan, and to delegate its duties under the Plan. The Committee or its delegate(s) may also pass upon and decide cases presenting unusual circumstances and in so doing shall act in a non-discriminatory manner consistent with and to further the purposes of the Plan. All decisions of the Committee or its delegate(s) shall be final and binding upon all parties. No member or delegate of the Committee shall be liable for any act or omission in connection with the execution of his duties or the exercise of his discretion hereunder, except when due to his own gross negligence or willful misconduct. The Company shall and hereby does indemnify each member and delegate by reason of his membership on or authority granted by the Committee to the same extent and on the same terms as the Company, under its charter and by-laws, indemnifies directors and officers of the Company by reason of their being such directors and officers. Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. Effective November 1, 1996 16. Governing Law The place of administration of the Plan shall be conclusively deemed to be within the Commonwealth of Virginia and the validity, construction, interpretation and administration of the Plan and determinations and decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be governed by, and determined exclusively and solely in accordance with, the laws of the Commonwealth of Virginia. Without limiting the generality of the foregoing, the period within which any action arising under or in connection with the Plan, or any contribution made or purportedly made under or in connection therewith, must be commenced shall be governed by the laws of the Commonwealth of Virginia, irrespective of the place where the act or omission took place and of the residence of any party to such action and irrespective of the place where the action may be brought. 17. Employer's Rights Not Affected Neither the adoption of the Plan nor its operation shall in any way affect the right and power of the Company to terminate the employment of any Participant at any time for any reason with or without cause. 18. Conditions to Rights Under the Plan No Participant or person claiming under or through any Participant shall have any right to or interest in, whether vested or otherwise, the Plan or its continuance or in or to the Company's contributions under the Plan, whether such contributions be vested, contingent or otherwise, unless and until all the terms, conditions and provisions of the Plan that affect such contributions shall have been fully complied with as specifically provided in the Plan. No cash or other property shall be segregated or earmarked for any individual employee. 19. Amendment and Discontinuance The Board of Directors or its delegate from time to time may modify, amend or terminate the Plan, provided, however, that no termination, modification or amendment of the Plan shall affect a Participant's rights under an outstanding election to purchase shares under the Plan. Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. Effective November 1, 1996 EXHIBIT I Participating Operations Wisconsin Tissue Mills Inc. operations at Flagstaff, Arizona Wisconsin Tissue Mills Inc. operations at Bellemont, Arizona EX-5 3 Exhibit 5 October 15, 1996 The Board of Directors Chesapeake Corporation 1021 E. Cary Street James Center II - 22nd Floor Richmond, VA 23218 Chesapeake Corporation Registration Statement on Form S-8 Members of the Board: We have acted as counsel to Chesapeake Corporation, a Virginia corporation (the "Company"), in connection with the preparation and filing of a registration statement on Form S-8 under the Securities Act of 1933, as amended, with respect to 300,000 shares of the Company's Common Stock, $1.00 par value (the "Shares"), to be offered pursuant to the Company's Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. (the "Plan"), together with an indeterminate amount of interests in the Plan. Each Share shall be accompanied by one Preferred Share Purchase Right (the "Rights") issued pursuant to the Rights Agreement, dated as of March 15, 1988, between the Company and Harris Trust and Savings Bank, as successor rights agent (as amended, the "Rights Agreement"). In rendering this opinion, we have relied upon, among other things, our examination of the Plan and the Rights Agreement and of such records of the Company and certificates of its officers and of public officials as we have deemed necessary. Based upon the foregoing and the further qualifications stated below, we are of the opinion that: 1. the Company is duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia; 2. the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable; and 3. the Rights have been duly authorized and, when issued in tandem with the Shares in accordance with the Plan and the Rights Agreement, will be legally issued. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to such registration statement. Very truly yours, /s/ Hunton & Williams EX-23 4 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of Chesapeake Corporation Stock Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc. of our report dated January 24, 1996, on our audit of the financial statements of Chesapeake Corporation as of December 31, 1995 and 1994 and for the three years ended December 31, 1995. Richmond, Virginia /s/ Coopers & Lybrand L.L.P. October 11, 1996 -----END PRIVACY-ENHANCED MESSAGE-----