-----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, PeQWsT5pqgT8eTU/yEJhj9P5qz73FbKx1FIurwSZlmV4TPYB98qMhKt/1o8enhxw KmOWZXBQpldQ4E2dm52+yA== 0000950137-02-006621.txt : 20021211 0000950137-02-006621.hdr.sgml : 20021211 20021211091407 ACCESSION NUMBER: 0000950137-02-006621 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021211 EFFECTIVENESS DATE: 20021211 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: 1933 Act SEC FILE NUMBER: 333-101767 FILM NUMBER: 02854154 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 c73484sv8.txt REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2002 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 jurisdiction of incorporation or (I.R.S. Employer organization) Identification No.) 2323 SIXTH STREET P.O. BOX 7007 ROCKFORD, ILLINOIS 61125 (Address of principal executive offices) ----------------------------- CLARCOR INC. 1994 INCENTIVE PLAN (Full title of the plan) ----------------------------- DAVID J. BOYD VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY CLARCOR INC. 2323 SIXTH STREET P.O. BOX 7007 ROCKFORD, ILLINOIS 61125 (815) 961-5686 (Name, address and telephone number, including area code, of agent for service) Copy to: ROBERT P. FREEMAN, SIDLEY AUSTIN BROWN & WOOD 10 SOUTH DEARBORN STREET, CHICAGO, ILLINOIS 60603 (312) 853-7000 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION TO BE REGISTERED (1) REGISTERED (2) PRICE PER SHARE (3) PRICE (3) FEE - ------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share (including Preferred Stock Purchase Rights) 1,000,000 $31.97 $31,970,000 $2,941.24 - -------------------------------------------------------------------------------------------------------------------------
(1) Preferred Stock Purchase Rights are initially carried and traded with the Common Stock of the Registrant. Value attributable to such Preferred Stock Purchase Rights, if any, is reflected in the market price of the Common Stock. (2) Plus such additional shares of Common Stock as may be issuable pursuant to the anti-dilution provisions of the CLARCOR Inc. 1994 Incentive Plan, in accordance with Rule 416(a) under the Securities Act of 1933. (3) The offering price has been estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on December 5, 2002. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* * This registration statement relates to securities of the Registrant to be offered pursuant to the CLARCOR Inc. 1994 Incentive Plan, as indicated on the facing sheet hereof. Information required by Part I to be contained in the Section 10(a) prospectus related to this plan is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by the Registrant with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in the Registrant's registration statement: 1. The annual report on Form 10-K for the fiscal year ended December 1, 2001 of the Registrant; 2. All reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 1, 2001; 3. The Registrant's description of its Common Stock, as set forth in the Registrant's Registration Statement on Form 8-A filed with the Commission on March 2, 1992 (File No. 1-11024), as amended by the Registrant's Amendment No. 1 thereto filed with the Commission on March 4, 1992 (File No. 1-11024), including any amendment or report filed for the purpose of updating such description; and 4. The Registrant's description of its Preferred Stock Purchase Rights, as set forth in the Registrant's Registration Statement on Form 8-A filed with the Commission on April 3, 1996 (File No. 1-11024), as amended by the Registrant's Registration Statement on Form 8-A/A filed with the Commission on March 29, 1999 (File No. 1-11024), including any further amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to 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 in this registration statement and to be part thereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not required. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. -1- 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 Second Restated Certificate of Incorporation of the Registrant 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 Registrant and its stockholders and permits the Registrant 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 required. ITEM 8. EXHIBITS. See the Exhibit Index accompanying this Registration Statement. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being 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 to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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 Section 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 foregoing provisions, or otherwise, the -2- 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. -3- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Rockford, state of Illinois, on the 11th day of December 2002. CLARCOR INC. By: /s/ Norman E. Johnson ----------------------------- Norman E. Johnson Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURES TITLE DATE /s/ Norman E. Johnson Chairman, President, Chief Executive Officer December 11, 2002 - ------------------------------- and Director (Principal Executive Officer) Norman E. Johnson /s/ Bruce A. Klein Vice President Finance and Chief Financial December 11, 2002 - ------------------------------- Officer (Principal Financial Officer) Bruce A. Klein /s/ Marcia S. Blaylock Vice President, Controller, Chief Accounting December 11, 2002 - ------------------------------- Officer Marcia S. Blaylock (Principal Accounting Officer) /s/ Lawrence E. Gloyd Director December 11, 2002 - ------------------------------- Lawrence E. Gloyd /s/ Robert H. Jenkins Director December 11, 2002 - ------------------------------- Robert H. Jenkins /s/ Philip R. Lochner, Jr. Director December 11, 2002 - ------------------------------- Philip R. Lochner, Jr. /s/ Roseann Stevens Director December 11, 2002 - ------------------------------- Roseann Stevens /s/ J. Marc Adams Director December 11, 2002 - ------------------------------- J. Marc Adams /s/ James L. Packard Director December 11, 2002 - ------------------------------- James L. Packard /s/ Keith E. Wandell Director December 11, 2002 - ------------------------------- Keith E. Wandell /s/ Robert J. Burgstahler Director December 11, 2002 - ------------------------------- Robert J. Burgstahler
EXHIBIT INDEX Exhibit No. DESCRIPTION ----------- ----------- 4.1 The Registrant's Second Restated Certificate of Incorporation incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1998 (File No. 1-11024). 4.2 The Registrant's Bylaws, as amended, incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1991 (File No. 1-11024). 4.3 Stockholders Rights Agreement, dated as of March 28, 1996, between the Registrant and First Chicago Trust Company of New York incorporated by reference to Exhibit 4 to the Registrant's Current Report on Form 8-K filed April 3, 1996 (File No. 1-11024). 4.4 First Amendment to Stockholders Rights Agreement, dated as of March 23, 1999, incorporated by reference to Exhibit 4 to the Registrant's Registration Statement on Form 8-A/A filed March 29, 1999 (File No. 1-11024). 4.5 CLARCOR Inc. 1994 Incentive Plan, as amended through June 30, 2000, incorporated by reference to Exhibit 10.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 2, 2000 (File No. 1-11024). 4.6 Amendment to the CLARCOR Inc. 1994 Incentive Plan adopted December 18, 2000.* 5 Opinion of David J. Boyd, General Counsel of the Registrant.* 23.1 Consent of David J. Boyd (included in Exhibit 5). 23.2 Consent of PricewaterhouseCoopers LLP.* - ---------------------------- * Filed herewith. EX-4.6 3 c73484exv4w6.txt AMENDMENT TO 1994 INCENTIVE PLAN EXHIBIT 4.6 RESOLUTION OF THE BOARD OF DIRECTORS December 18, 2000 WHEREAS, pursuant to Article IX, Section 2 of the Company's 1994 Incentive Plan (the "Plan") the Board desires to amend the Plan in certain respects; NOW THEREFORE, BE IT RESOLVED, that the following Section 4 be, and it hereby is, added to Article III of the Plan: "4. Restricted Stock Units. The Committee may also, in its discretion, authorize the granting of Restricted Stock Units to such eligible persons as may be selected by the Committee (a "Grantee"). Each such grant may utilize any or all of the authorizations and shall be subject to all of the requirements contained in the following provisions: (a) Each such grant shall constitute the agreement by the Company to deliver Common Stock to the Grantee in the future in consideration of the performance of services by the Grantee, but subject to the fulfillment of such conditions, if any, as the Committee may specify. (b) Each such grant may be made without additional consideration or in consideration of a payment by the Grantee that is less that the Fair Market Value per share of Common Stock at the date of grant. (c) For the purposes of this Section 4, the term "Vesting Period" shall mean the period, if any, specified in the Agreement pertaining to any Restricted Stock Unit or Units between the date of issuance of such Units (or a portion thereof) and the date on which Common Stock is issuable pursuant thereto. Each such grant of Restricted Stock Units shall be subject to a Vesting Period of not less than one (1) year, as determined by the Committee at the date of grant, and shall provide for the early lapse and termination of such Vesting Period upon a Change in Control as provided in Article IX, Section 8 of this Plan. Unless otherwise determined by the Committee at the time of grant of any Restricted Stock Unit, if the employment by the Company or any of its subsidiaries of the Grantee thereof terminates by reason of retirement on or after age 65 (or prior to such age with the consent of the Committee), Disability or death, the Vesting Period applicable to such Restricted Stock Unit shall be deemed, as of the date of such termination, to be terminated. In the event that a Grantee ceases to be an employee of the Company or one of its subsidiaries for reasons other than retirement on or after age 65 (or prior to such age with the consent of the Committee), death or Disability, any of such Grantee's Restricted Stock Units for which the Vesting Period has not expired, lapsed or been terminated shall be forfeited. (d) At the time of any grant of Restricted Stock Units, the Committee, in its discretion, may authorize the Grantee to defer the receipt of Common Stock with respect to any Unit for which the Vesting Period has expired, lapsed or been terminated for such period or periods as may be specified by the Committee and set forth in the related Agreement. (e) The Grantee shall have no right to transfer any rights under his or her award or Restricted Stock Units and, unless and until Common Stock has been issued to the Grantee pursuant to a Restricted Stock Unit, shall have no rights of ownership in the Common Stock subject to such Restricted Stock Units and shall have no right to vote such stock, but the Committee may, at or after the date of grant, authorize the payment of dividend equivalents on such Common Stock on either a current or deferred or contingent basis, either in cash or in additional shares of Common Stock. (f) Each grant or sale of Restricted Stock Units shall be evidenced by an Agreement executed on behalf of the Company by any officer and delivered to and accepted by the Grantee and shall contain such terms and provisions, consistent with the Plan, as the Committee, may approve." RESOLVED FURTHER, that Article IX, Section 8(a)(1) of the Plan shall be amended by (i) the addition of the following clause (vi); "(vi) the Vesting Period applicable to any Restricted Stock Unit shall lapse;" and (ii) the present clause (vi) of Section 8(a)(1) of the Plan shall be renumbered "(vii)". RESOLVED FURTHER, that Article IX, Section 8(a)(2) of the Plan shall be amended by adding to clause (iii) thereof the words "Restricted Stock Units". EX-5 4 c73484exv5.txt OPINION OF DAVID J. BOYD EXHIBIT 5 December 11, 2002 CLARCOR, Inc. 2323 Sixth Street P.O. Box 7007 Rockford, Illinois 61125 RE: 1,000,000 SHARES OF COMMON STOCK, $1.00 PAR VALUE, AND 1,000,000 PREFERRED STOCK PURCHASE RIGHTS Ladies and Gentlemen: I 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 1,000,000 shares of Common Stock, $1.00 par value, of the Company (the "Common Stock"), together with 1,000,000 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, as amended (the "Plan"). The terms of the Rights are set forth in the Stockholders Rights Agreement dated as of March 28, 1996, as amended (the "Rights Agreement"), between the Company and EquiServe Trust Company, N.A., as Rights Agent. I am the Vice President, General Counsel and Corporate Secretary of the Company. In that capacity, I am familiar with the Second Restated Certificate of Incorporation of the Company, the Bylaws of the Company, as amended, and the resolutions adopted to date by the Board of Directors of the Company relating to the Plan and the Registration Statement. I have examined originals, or copies of originals certified or otherwise identified to my satisfaction, of such records of the Company and other corporate documents, have examined such questions of law and have satisfied myself as to such matters of fact as I have considered relevant and necessary as a basis for the opinions set forth herein. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to me for my examination. Based on the foregoing, I am 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 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 therefore 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. I do not find it necessary for the purposes of this opinion to cover, and accordingly I express no opinion as to, the application of the securities or blue sky laws of the various states to the issuance and sale of the Registered Securities. This opinion is limited to the General Corporation Law of the State of Delaware. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to me included in or made a part of the Registration Statement or related prospectus. Very truly yours, /s/ David J. Boyd ------------------------------------ David J. Boyd Vice President and General Counsel EX-23.2 5 c73484exv23w2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 8, 2002 relating to the financial statements, which appears in the 2001 Annual Report to Shareholders of CLARCOR Inc., which is incorporated by reference in CLARCOR Inc.'s Annual Report on Form 10-K for the year ended November 30, 2001. We also consent to the incorporation by reference of our report dated January 8, 2002 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Chicago, Illinois December 11, 2002 -----END PRIVACY-ENHANCED MESSAGE-----