-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qrES/03PTQfCxNPREXqkjB0djdg+ET5o9wwO6y3lhpNA8GGMD9orGMazZlapP+sk LfsSyfAbruzKqNC0XDTQ3Q== 0000912057-94-001841.txt : 19940525 0000912057-94-001841.hdr.sgml : 19940525 ACCESSION NUMBER: 0000912057-94-001841 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940524 EFFECTIVENESS DATE: 19940612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARCOR INC CENTRAL INDEX KEY: 0000020740 STANDARD INDUSTRIAL CLASSIFICATION: 3714 IRS NUMBER: 360922490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53763 FILM NUMBER: 94529965 BUSINESS ADDRESS: STREET 1: 2323 SIXTH ST STREET 2: PO BOX 7007 CITY: ROCKFORD STATE: IL ZIP: 61125 BUSINESS PHONE: 8159628867 MAIL ADDRESS: STREET 1: 2323 SIXTH STREET CITY: ROCKFORD STATE: IL ZIP: 61125 FORMER COMPANY: FORMER CONFORMED NAME: CLARK J L MANUFACTURING CO /DE/ DATE OF NAME CHANGE: 19871001 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 24, 1994 Registration No. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLARCOR Inc. -------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 36-0922490 - -------------------- ----------------------- (State or other juris- (IRS Employer diction of incorporation Identification No.) or organization) 2323 Sixth Street P.O. Box 7007 Rockford, Illinois 61125 - --------------------- ----------- (Address of Principal (Zip Code) Executive Office) CLARCOR Inc. 1994 Incentive Plan ------------------------ (Full title of the plan) Marshall C. Arne Secretary CLARCOR Inc. 2323 Sixth Street P.O. Box 7007 Rockford, Illinois 61125 --------------------------------------- (Name-and address of agent for service) (815) 961-5728 ------------------------------------------------------------- (Telephone number, including area code, of agent for service)
- ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ CALCULATION OF REGISTRATION FEE Proposed Proposed maximum Securities to be Amount to be maximum offering aggregate offering Amount of registered registered price per share price registration fee - ------------------------------------------------------------------------------------------------------------ Common Stock 1,500,000 $17.816(1) $26,724,000(1) $9,215.18(1) - ------------------------------------------------------------------------------------------------------------ Preferred Stock Purchase Rights 666,000 (2) (2) (2) - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ (1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the amount of the registration fee based upon the exercise price for outstanding stock options and with respect to other shares, upon the average of the high and low sales prices reported for shares of the Common Stock in the New York Stock Exchange Composite Transactions on May 19, 1994, which was $17.813. (2) The Company's Preferred Stock Purchase Rights initially are carried and traded with the shares of Common Stock of the Company being registered hereunder. Value attributable to such Preferred Stock Purchase Rights, if any, is reflected in the market price of the Common Stock.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by CLARCOR Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein and made a part hereof: (a) the Company's Annual Report on Form 10-K for the fiscal year ended November 27, 1993; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended February 26, 1994; (c) the description of the Company's Common Stock which is contained in a registration statement filed under the Securities Exchange Act of 1934, including any subsequent amendment or any report or other filing filed with the Commission updating such description; and (d) the description of the Company's Preferred Stock Purchase Rights (the "Rights") set forth in Item 1 of the Company's Registration Statement on Form 8-A, dated April 24, 1986, as amended by the Company's Form 8, Amendment No. 1, dated June 30, 1989, File No. 0-3801, including any subsequent amendment or any report or other filing filed with the Commission updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and 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 herein and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law contains provisions permitting corporations organized thereunder to indemnify directors, officers, employees and agents from liability under certain circumstances. The Certificate of Incorporation of the Company, as amended, provides indemnification for directors, officers, employees and agents to the extent permitted by the Delaware General Corporation Law, eliminates to the extent permitted by the law the personal II-1 liability of directors for monetary damages to the Company and its stockholders and permits the Company to insure its directors, officers, employees and agents against certain liabilities as to which they may not be indemnify under the Delaware General Corporation Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit No. Description - ----------- ----------- 4(a) CLARCOR Inc. 1994 Incentive Plan. Incorporated by reference to Exhibit A to the Company's Proxy Statement dated February 24, 1994 for the Annual Meeting of Stockholders held on March 31, 1994. 4(b) The Company's Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1983. 4(c) Amendment to ARTICLE NINTH of Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1(a) to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1988 (the "1988 10-K"). 4(d) Amendment changing name of the Company to CLARCOR Inc. Incorporated by reference to Exhibit 3.1(b) to the 1988 10- K. 4(e) Amendment to ARTICLE FOURTH of the Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1(c) to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1990. 4(f) The Company's By-laws, as amended. Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended November 27, 1993. II-2 Exhibit No. Description - ----------- ----------- 4(g) Rights Agreement dated as of April 14, 1986 between the Company and The First National Bank of Chicago. Incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K dated April 20, 1986. 4(h) Amendment to Rights Agreement dated as of June 27, 1989. Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K filed on August 14, 1989. 5* Opinion of Sidley & Austin. 23(a)* Consent of Independent Accountants. 23(b) Consent of Sidley & Austin is included in its opinion filed as Exhibit 5 hereto. ____________________ * Filed herewith. ITEM 9. UNDERTAKINGS 1. The Company hereby undertakes: (i) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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; (ii) that, for the purpose of determining any liability under the Securities Act of 1933, 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; and (iii) 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. 2. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. II-3 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Rockford, State of Illinois, on May 24, 1994. CLARCOR Inc. By Lawrence E. Gloyd --------------------------- Lawrence E. Gloyd Chairman, President & Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 24, 1994. Signature Position --------- -------- Lawrence E. Gloyd Chairman, President & Chief - ------------------------------ Executive Officer and Director Lawrence E. Gloyd L. Paul Harnois Senior Vice President & Chief - ------------------------------ Financial Officer L. Paul Harnois William F. Knese Vice President, Treasurer, - ------------------------------ Controller & Chief Accounting Officer William F. Knese J. Marc Adam Director - ------------------------------ J. Marc Adam Milton R. Brown Director - ------------------------------ Milton R. Brown Carl J. Dargene Director - ------------------------------ Carl J. Dargene Frank A. Fiorenza Director - ------------------------------ Frank A. Fiorenza II-5 Dudley J. Godfrey, Jr. Director - ------------------------------ Dudley J. Godfrey, Jr. Stanton K. Smith, Jr. Director - ------------------------------ Stanton K. Smith, Jr. Richard A. Snell Director - ------------------------------ Richard A. Snell Don A. Wolf Director - ------------------------------ Don A. Wolf II-6 EXHIBIT INDEX Sequential Exhibit No. Description Page No. - ----------- ----------- ---------- 4(a) CLARCOR Inc. 1994 Incentive Plan. Incorporated by reference to Exhibit A to the Company's Proxy Statement dated February 24, 1994 for the Annual Meeting of Stockholders held on March 31, 1994. 4(b) The Company's Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1983. 4(c) Amendment to ARTICLE NINTH of Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1(a) to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1988 (the "1988 10-K"). 4(d) Amendment changing name of the Company to CLARCOR Inc. Incorporated by reference to Exhibit 3.1(b) to the 1988 10-K. 4(e) Amendment to ARTICLE FOURTH of the Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1(c) to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1990. 4(f) The Company's By-laws, as amended. Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended November 27, 1993. Sequential Exhibit No. Description Page No. - ----------- ----------- ---------- 4(g) Rights Agreement dated as of April 14, 1986 between the Company and The First National Bank of Chicago. Incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K dated April 20, 1986. 4(h) Amendment to Rights Agreement dated as of June 27, 1989. Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K filed on August 14, 1989. 5* Opinion of Sidley & Austin. 23(a)* Consent of Independent Accountants. 23(b) Consent of Sidley & Austin is included in its opinion filed as Exhibit 5 hereto. ______________________ * Filed herewith. EX-5 2 EXHIBIT 5 Exhibit 5 SIDLEY & AUSTIN One First National Plaza Chicago, Illinois 60603 May 24, 1994 CLARCOR Inc. 2323 Sixth Street P.O. Box 7007 Rockford, Illinois 61125 Re: 1,500,000 Shares of Common Stock, $1.00 par value and 666,000 Preferred Stock Purchase Rights ------------------------------------------------- Ladies and Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") being filed by CLARCOR Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 1,500,000 shares of Common Stock, $1.00 par value, of the Company (the "Common Stock"), together with 666,000 Preferred Stock Purchase Rights of the Company (the "Rights") associated therewith (collectively, the "Registered Securities"), to be issued under the CLARCOR Inc. 1994 Incentive Plan (the "Plan"). The terms of the Rights are set forth in the Rights Agreement dated as of April 14, 1986, as amended on June 27, 1989 (the "Rights Agreement"), between the Company and The First National Bank of Chicago, as Rights Agent. The Registered Securities include up to 1,000,000 newly issued shares of Common Stock (the "New Common Stock") and 444,000 newly issued Rights (the "New Rights"). We are familiar with the proceedings to date with respect to the proposed issuance of the New Common Stock and the New Rights under the Plan and have examined such records, documents and questions of law, and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. Shares of the New Common Stock will be legally issued, fully paid and non-assessable when (i) the Registration Statement shall have become effective under the Securities Act; CLARCOR Inc. May 24, 1994 Page 2 (ii) the Company's Board of Directors or a duly authorized committee thereof shall have duly adopted final resolutions authorizing the issuance and sale of such shares as contemplated by the Plan and (iii) certificates representing such shares shall have been duly executed, countersigned and registered and duly delivered upon payment of the agreed consideration therefor in accordance with the terms of the Plan. 3. The New Rights will be legally issued when (i) the New Rights have been duly issued in accordance with the terms of the Rights Agreement and (ii) the associated shares of New Common Stock have been duly issued and paid for as set forth in paragraph 2. This opinion is limited to the General Corporation Law of the State of Delaware and the laws of the United States of America. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement or related prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the related Rules promulgated by the Securities and Exchange Commission. Very truly yours, Sidley & Austin EX-23.A 3 EXHIBIT 23(A) Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement on Form S-8 of our report dated January 7, 1994 included in the Annual Report on Form 10-K, which is incorporated herein by reference, on our audits of the financial statements and financial statement schedules of CLARCOR Inc. COOPERS & LYBRAND Rockford, Illinois May 23, 1994 -----END PRIVACY-ENHANCED MESSAGE-----