-----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, EUXICILiC7tH0VUnmXlDH3qs4KdZb/dAb/qHOZRUBM6YyptOe0psUTWvIlEXWCzG hWCpb23s0EQ9kULo5XrjdQ== 0000950137-98-001669.txt : 19980422 0000950137-98-001669.hdr.sgml : 19980422 ACCESSION NUMBER: 0000950137-98-001669 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980421 EFFECTIVENESS DATE: 19980421 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARCOR INC CENTRAL INDEX KEY: 0000020740 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 360922490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50583 FILM NUMBER: 98597964 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 1 As filed with the Securities and Exchange Commission on April 21, 1998 Registration No. 333-____ =============================================================================== 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 ---------- Executive Office) (Zip Code) CLARCOR Inc. 1994 Incentive Plan ------------------------ (Full title of the plan) Marcia S. Blaylock Secretary CLARCOR Inc. 2323 Sixth Street P.O. Box 7007 Rockford, Illinois 61125 --------------------------------------- (Name-and address of agent for service) (815) 961-5685 ------------------------------------------------------------- (Telephone number, including area code, of agent for service)
============================================================================================================= CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Securities to be Amount to be offering price per aggregate offering Amount of registered registered share price registration fee - ------------------------------------------------------------------------------------------------------------- Common Stock 2,000,000 $22.313(1) $44,626,000(1) $13,165(1) - ------------------------------------------------------------------------------------------------------------- Preferred Stock Purchase Rights 2,000,000 (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 April 17, 1998, which was $22.313, as adjusted for a 3 for 2 stock split in the form of a stock dividend payable on April 24, 1998. (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. 2 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 29, 1997; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998; (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, filed April 3, 1996, File No. 1-11024, 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 Restated 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 liability of directors for monetary damages to the Company and II-1 3 its stockholders and permits the Company to insure its directors, officers, employees and agents against certain liabilities as to which they may not be indemnified under the Delaware General Corporation Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit No. Description - ----------- ----------- 4(a)(1) 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 Shareholders held on March 31, 1994. 4(a)(2) First Amendment to the CLARCOR Inc. 1994 Incentive Plan. Incorporated by reference to Exhibit A to the Company's Proxy Statement dated February 18, 1998 for the Annual Meeting of Shareholders held March 24, 1998. 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 30, 1995. II-2 4 Exhibit No. Description - ----------- ----------- 4(g) Stockholders Rights Agreement dated as of March 28, 1996 between the Company and First Chicago Trust Company of New York. Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K filed April 3, 1996. 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 posteffective 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. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, II-3 5 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 6 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 April 20, 1998. CLARCOR Inc. By /s/Lawrence E. Gloyd ------------------------- Lawrence E. Gloyd Chairman of the Board and 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 April 20, 1998. Signature Position --------- -------- /s/ Lawrence E. Gloyd Chairman of the Board, Chief - ------------------------- Executive Officer and Director Lawrence E. Gloyd /s/ Bruce A. Klein Vice President Finance & Chief - ------------------------- Financial Officer Bruce A. Klein /s/ Marcia S. Blaylock Vice President, Controller, - ------------------------- Secretary & Chief Accounting Marcia S. Blaylock Officer /s/ J. Marc Adam Director - ------------------------- J. Marc Adam /s/ Milton R. Brown Director - ------------------------- Milton R. Brown /s/ Carl J. Dargene Director - ------------------------- Carl J. Dargene II-5 7 /s/ Dudley J. Godfrey, Jr. Director - ------------------------- Dudley J. Godfrey, Jr. /s/ Norman E. Johnson Director - ------------------------- Norman E. Johnson /s/ Stanton K. Smith, Jr. Director - ------------------------- Stanton K. Smith, Jr. /s/ Don A. Wolf Director - ------------------------- Don A. Wolf II-6 8 EXHIBIT INDEX
Sequential Exhibit No. Description Page No. - ----------- ----------- -------- 4(a)(1) 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 Shareholders held on March 31, 1994. 4(a)(2) First Amendment to the CLARCOR Inc. 1994 Incentive Plan. Incorporated by reference to Exhibit A to the Company's Proxy Statement dated February 18, 1998 for the Annual Meeting of Shareholders held March 24, 1998. 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.
II-7 9
Sequential Exhibit No. Description Page No. - ----------- ----------- -------- 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 30, 1995. 4(g) Stockholders Rights Agreement dated as of March 28, 1996 between the Company and First Chicago Trust Company of New York. Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K filed April 3, 1996. 5* Opinion of Sidley & Austin. 10 23(a)* Consent of Independent Accountants. 12 23(b) Consent of Sidley & Austin is included in its opinion filed as Exhibit 5 hereto.
_____________________ * Filed herewith. II-8 EX-5 2 OPINION OF SIDLEY & AUSTIN 1 Exhibit 5 April 20, 1998 CLARCOR Inc. 2323 Sixth Street P.O. Box 7007 Rockford, Illinois 61125 Re: 2,000,000 Shares of Common Stock, $1.00 par value and 2,000,000 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 2,000,000 shares of Common Stock, $1.00 par value, of the Company (the "Common Stock"), together with 2,000,000 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 Stockholders Rights Agreement dated as of March 28, 1996 (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, as Rights Agent. We are familiar with the proceedings to date with respect to the proposed issuance of the Common Stock and the 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 Common Stock will be legally issued, fully paid and non-assessable when (i) the Registration Statement shall have become effective under the Securities Act; (ii) the 2 CLARCOR Inc. April 20, 1998 Page 2 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 Rights will be legally issued when (i) the Rights have been duly issued in accordance with the terms of the Rights Agreement and (ii) the associated shares of 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, EX-23.(A) 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated January 9, 1998, on our audits of the consolidated financial statements and financial statement schedule of CLARCOR Inc. and Subsidiaries as of November 30, 1997 and 1996 and for the years ended November 30, 1997, 1996 and 1995, which report is incorporated by reference in the Annual Report on Form 10-K. Coopers & Lybrand L.L.P. Chicago, Illinois April 20, 1998 -----END PRIVACY-ENHANCED MESSAGE-----