-----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, IWyd0AMSwTX5nOkoL8SGxb1uNhQm1PzMCGgmLe4X32z/Wxey+s3YL3bfFqTTg8d2 BhXPQbYsXe5XKysP4ofQAg== 0000950137-03-005058.txt : 20031001 0000950137-03-005058.hdr.sgml : 20031001 20031001162040 ACCESSION NUMBER: 0000950137-03-005058 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031001 EFFECTIVENESS DATE: 20031001 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: 333-109359 FILM NUMBER: 03920937 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 c79842sv8.txt REGISTRATION STATEMENT . . . As filed with the Securities and Exchange Commission on October 1, 2003 Registration No. 333- ===============================================================================================================
UNITED STATES 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) (I.R.S. Employer Identification No.)
2323 SIXTH STREET P.O. BOX 7007 ROCKFORD, ILLINOIS 61125 (Address of Principal Executive Office) ---------- CLARCOR INC. EMPLOYEE STOCK PURCHASE 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 (Name and Address of Agent For Service) (815) 961-5686 (Telephone Number, Including Area Code, of Agent For Service) copy to: ROBERT F. SIMON VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C. 222 NORTH LASALLE STREET CHICAGO, ILLINOIS 60601 ---------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED(1) REGISTERED(2) PER SHARE(3) OFFERING PRICE(3) REGISTRATION FEE ================================================================================================================================= Common Stock, $1.00 par value per share (including preferred stock purchase rights)................. 500,000 $ 38.61 $ 19,305,000 $ 1,561.77 =================================================================================================================================
(1) Preferred stock purchase rights are initially carried and traded with the common stock of CLARCOR Inc. Value attributable to such preferred stock purchase rights, if any, is reflected in the market value of the Common Stock. (2) This Registration Statement also covers any additional shares of CLARCOR Inc. Common Stock that may be offered or issued under the CLARCOR Inc. Employee Stock Purchase Plan as a result of any stock dividends, stock splits, recapitalizations or any similar transactions. (3) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) based on the average of the high and low sales prices of CLARCOR Inc. Common Stock as reported on the New York Stock Exchange on September 26, 2003. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document containing the information required by Part I of Form S-8 will be sent or given to those persons participating in the CLARCOR Inc. 2004 Employee Stock Purchase Plan (the "Plan") as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act and are not required to be filed with the Securities and Exchange Commission (the "Commission") as part of the Registration Statement or as an exhibit. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by CLARCOR Inc. (the "Company" or "Registrant") with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by reference into this Registration Statement: (a) Annual Report on Form 10-K filed by the Registrant with the Commission on February 20, 2003 for the fiscal year ended November 30, 2002 (File No. 001-11024); (b) Quarterly Reports on Form 10-Q filed by the Registrant with the Commission on March 25, 2003, June 27, 2003, and September 19, 2003 for the quarters ended March 1, 2003, May 31, 2003 and August 30, 2003, respectively (File No. 001-11024); (c) Current Reports on Form 8-K filed by the Registrant with the Commission on February 20, 2003, March 25, 2003, June 19, 2003 and September 24, 2003 (File No. 001-11024); (d) The Company's description of its Common Stock, as set forth in the Company's Registration Statement on Form 8-A filed with the Commission on March 2, 1992 (File No. 001-11024), as amended by the Registrant's Amendment No. 1 thereto filed with the Commission on March 4, 1992 (File No. 001-11024), including any amendment or report filed for the purpose of updating such description; and (e) The Company'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. 001-11024), as amended by the Registrant's Registration Statement on Form 8-A/A filed with the Commission on March 29, 1999 (File No. 001-11024), including any further amendment or report filed for the purpose of updating such description. All other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment indicating that all securities offered under this Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated by reference and shall be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superceded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supercedes such statement. Any such statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "DGCL") permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and unreasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. The Second Restated Certificate of Incorporation of the Company provides indemnification for directors, officers, employees and agents to the extent permitted by the DGCL, eliminates to the extent permitted by the law the personal 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 indemnified under the DGCL. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION 4.1 Second Restated Certificate of Incorporation. Filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1998 (File No. 001-11024) and incorporated herein by reference. 4.2 By-Laws, as amended. Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1991 (File No. 001-11024) and incorporated herein by reference. 4.3 Stockholders Rights Agreement, dated as of March 28, 1996 between the Company and First Chicago Trust Company of New York. Filed on April 3, 1996 as Exhibit 4 to the Company's Current Report on Form 8-K (File No. 001-11024) and incorporated herein by reference. 4.4 First Amendment to Stockholders Rights Agreement, dated as of March 23, 1999. Filed on March 29, 1999 as Exhibit 4 to the Company's Current Report on Form 8-K (File No. 001-11024) and incorporated herein by reference. 4.5 CLARCOR Inc. Employee Stock Purchase Plan.*
EXHIBIT NUMBER DESCRIPTION 5.1 Opinion of David J. Boyd.* 23.1 Consent of PricewaterhouseCoopers LLP.* 23.4 Consent of David J. Boyd (included in Exhibit 5.1). 24.1 Power of Attorney (included on the attached signature page).
- ---------- * Filed herewith. To the extent required, the Registrant hereby undertakes that it will submit or has submitted the Plans and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. 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 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. (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 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 Registrant has been advised that in the opinion of the 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 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. [SIGNATURE PAGE FOLLOWS] 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 Rockford, State of Illinois, on this 1st day of October, 2003. CLARCOR INC. By: /s/ Norman E. Johnson --------------------------------------- Norman E. Johnson Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David J. Boyd and David J. Lindsay, and each of them, as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirement of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated.
NAME TITLE DATE ---- ----- ---- /s/ Norman E. Johnson Chairman, President and Chief October 1, 2003 - ---------------------- Executive Officer (principal Norman E. Johnson executive officer) /s/ Bruce A. Klein Vice President Finance and Chief October 1, 2003 - ---------------------- Financial Officer (principal financial officer) /s/ Marcia S. Blaylock Vice President, Controller and Chief October 1, 2003 - ---------------------- Accounting Officer (principal Marcia S. Blaylock accounting officer)
NAME TITLE DATE ---- ----- ---- /s/ Paul Donovan Director October 1, 2003 - ------------------------- Paul Donovan /s/ Robert H. Jenkins Director October 1, 2003 - ------------------------- Robert H. Jenkins /s/ Philip R. Lochner Director October 1, 2003 - ------------------------- Philip R. Lochner, Jr. /s/ Roseann Stevens Director October 1, 2003 - ------------------------- Roseann Stevens /s/ J. Marc Adam Director October 1, 2003 - ------------------------- J. Marc Adam /s/ James L. Packard Director October 1, 2003 - ------------------------- James L. Packard /s/ Keith E. Wandell Director October 1, 2003 - ------------------------- Keith E. Wandell /s/ Robert J. Burgstahler Director October 1, 2003 - ------------------------- Robert J. Burgstahler
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------- ----------- 4.1 Second Restated Certificate of Incorporation. Filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1998 (File No. 001-11024) and incorporated herein by reference. 4.2 By-Laws, as amended. Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1991 (File No. 001-11024) and incorporated herein by reference. 4.3 Stockholders Rights Agreement, dated as of March 28, 1996 between the Company and First Chicago Trust Company of New York. Filed on April 3, 1996 as Exhibit 4 to the Company's Current Report on Form 8-K (File No. 001-11024) and incorporated herein by reference. 4.4 First Amendment to Stockholders Rights Agreement, dated as of March 23, 1999. Filed on March 29, 1999 as Exhibit 4 to the Company's Current Report on Form 8-K (File No. 001-11024) and incorporated herein by reference. 4.5 CLARCOR Inc. Employee Stock Purchase Plan.* 5.1 Opinion of David J. Boyd.* 23.1 Consent of PricewaterhouseCoopers LLP.* 23.4 Consent of David J. Boyd (included in Exhibit 5.1). 24.1 Power of Attorney (included on the attached signature page). - ---------- * Filed herewith.
EX-4.5 3 c79842exv4w5.txt EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 4.5 CLARCOR INC. EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the CLARCOR Inc. Employee Stock Purchase Plan. 1. PURPOSE. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a uniform and nondiscriminatory manner consistent with the requirements of Section 423. 2. DEFINITIONS. (a) "BOARD" shall mean the Board of Directors of the Company. (b) "CHANGE OF CONTROL" is defined in Section 19(c). (c) "CODE" shall mean the Internal Revenue Code of 1986, as amended. (d) "COMMITTEE" means the Compensation and Stock Option Committee of the Board. (e) "COMMON STOCK" shall mean the common stock of the Company. (f) "COMPANY" shall mean CLARCOR Inc., a Delaware corporation. (g) "COMPENSATION" shall mean all base straight time gross earnings, commissions, overtime and shift premium, but excluding payments for incentive compensation, bonuses, expense reimbursements, payments under any benefit program, payments from any deferred compensation arrangement, and other compensation. (h) "DESIGNATED SUBSIDIARY" shall mean any Subsidiary selected by the Committee as eligible to participate in the Plan. (i) "ELIGIBLE EMPLOYEE" shall mean any individual who is an employee of the Company or any Designated Subsidiary: (i) who has been continuously employed through the three-month anniversary of his employment commencement date and (ii) whose customary scheduled employment with the Company or Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in any calendar year; provided, an Eligible Employee shall continue to be eligible to participate in the Plan during any period of authorized leave of absence in which the employment relationship has not terminated. (j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. (k) "EXERCISE DATE" shall mean the last Trading Day on or immediately preceding June 30 and December 31 each year, or as may be provided pursuant to Section 4 of the Plan. The first Exercise Date under the Plan shall be June 30, 2004. (l) "FAIR MARKET VALUE" shall mean, as of any date, the closing sale price for Common Stock (or the closing bid, if no sales were reported), as quoted on any stock exchange, or a national market quotation system (including without limitation the Nasdaq National Market) in which Common Stock of the Company is listed, as reported in The Wall Street Journal. (m) "OFFERING" means each separate offering of shares of Common Stock under the Plan that occurs during each Offering Period. (n) "OFFERING DATE" shall mean the first Trading Day of each Offering Period. (o) "OFFERING PERIODS" shall mean the periods of approximately six (6) months during which an Option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after July 1 and January 1 of each year and terminating on the first Trading Day on or immediately preceding June 30 and December 31 of each year, or as may be provided pursuant to Section 4 of this Plan. (p) "OPTION" means the option of a Participant to purchase shares of Common Stock pursuant to Section 7. (q) "PARTICIPANT" means each Eligible Employee who elects to participate in the Plan. (r) "PLAN" shall mean this Employee Stock Purchase Plan. (s) "PURCHASE PRICE" shall mean an amount equal to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Offering Date or on the Exercise Date, whichever is lower; provided, that the Purchase Price may be adjusted by the Committee pursuant to Section 20. (t) "SUBSIDIARY" shall mean a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code. (u) "TRADING DAY" shall mean a day on which national stock exchanges and the Nasdaq System are open for trading in shares of Common Stock. Unless the context requires otherwise, the use of masculine pronouns shall also refer to feminine pronouns and the use of a singular noun shall also refer to the plural. Unless otherwise stated, references to sections refer to sections of the Plan. 3. ELIGIBILITY. (a) OFFERING PERIODS. Any Eligible Employee on a given Offering Date shall be eligible to participate in the Plan. (b) LIMITATIONS. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee shall be granted an Option under the Plan: (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary; (ii) to the extent that his rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate that exceeds $25,000 of the Fair Market Value of the stock (determined at the time such Option is granted) for each calendar year in which such Option is outstanding at any time; or (iii) as otherwise may be provided in accordance with Section 423 of the Code. 4. OFFERING PERIODS. The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after January 1 and July 1 each year, or on such other date as the Committee shall determine, and continuing thereafter until terminated in accordance with Section 20 hereof. The Committee shall have the power to change the duration of Offering Periods (including the commencement dates thereof), from time to time, with respect to future offerings without shareholder approval if such change is announced prior to the first Trading Day of the first Offering Period to be affected thereafter; provided, no Offering Period shall be for a period of more than twenty-seven (27) months. 5. PARTICIPATION. (a) An Eligible Employee shall be entitled to participate in an Offering only if such individual files a subscription agreement with the Company authorizing payroll deductions in a form and at such time as shall be approved by the Committee, which shall not be less than 30 days prior to the Offering Date for such Offering Period. (b) Any Eligible Employee that fails to file a timely initial subscription agreement for an Offering shall not participate in such Offering but may elect to participate in a succeeding Offering. (c) Once an Eligible Employee commences participation in the Plan, his participation shall continue in all future Offerings unless or until the Participant revokes his election, otherwise withdraws from the Plan or ceases to be an Eligible Employee. 6. PAYROLL DEDUCTIONS. (a) At the time an Eligible Employee files a subscription agreement, he shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding 15% of the Compensation which he receives on each pay day during the Offering Period; provided, that should a pay day occur on an Exercise Date, a Participant shall have the payroll deductions made on such day applied to his account under the next succeeding Offering Period. A Participant's subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof. (b) Payroll deductions for a Participant shall commence on the first payday following the Offering Date and shall end on the last payday in the Offering Period to which such election is applicable, unless sooner terminated by the Participant as provided in Section 10 hereof. (c) All payroll deductions made for a Participant shall be credited to his account under the Plan and shall be withheld in whole percentages only. A Participant may not make any additional payments into such account. (d) A Participant may discontinue his participation in the Plan as provided in Section 10 hereof, but may not increase or decrease (other than to $0.00) his rate of payroll deduction during an Offering Period. A Participant may increase or decrease the rate of his payroll deductions by filing a subscription agreement in accordance with Section 5, which shall be effective for the next succeeding Offering Period. (e) Anything to the contrary herein notwithstanding, in order to satisfy the limitations under Section 3(b), the Committee shall have the authority to decrease or suspend a Participant's payroll deductions, not apply all or any portion of a Participant's stock purchase account toward the purchase of shares of Common Stock, and repurchase shares of Common Stock previously purchased by a Participant at the Purchase Price paid by the Participant. Payroll deductions shall recommence at the rate provided in such Participant's subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10 hereof. (f) At the time the Option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the Option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the Participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Participant. 7. GRANT OF OPTION. Subject to the limitations set forth at Section 3(b), on the Offering Date of each Offering Period, each Eligible Employee participating in such Offering shall be granted an Option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to the whole number of shares of the Company's Common Stock determined by dividing such Eligible Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Participant's account as of the Exercise Date by the applicable Purchase Price. The Eligible Employee may accept the grant of such Option by filing a completed subscription agreement with the Company in accordance with Section 5(a). Exercise of the Option shall occur as provided in Section 8 hereof, unless the Participant has withdrawn from the Offering pursuant to Section 10 hereof. The Option shall expire on the last day of the Offering Period to the extent not exercised. 8. EXERCISE OF OPTION. (a) Unless a Participant withdraws from an Offering as provided in Section 10 hereof, his Option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of whole shares subject to the Option shall be purchased for such Participant at the applicable Purchase Price with the accumulated payroll deductions in his account. No fractional shares shall be purchased; any payroll deductions accumulated in a Participant's account which are not sufficient to purchase a full share shall be retained in the Participant's account for the subsequent Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10 hereof. Any other funds not applied to purchase shares after the Exercise Date shall be returned to the Participant. During a Participant's lifetime, a Participant's Option to purchase shares hereunder is exercisable only by him. (b) If the Committee determines that, on a given Exercise Date, the number of shares with respect to which Options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Offering Date of the applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such Exercise Date, then the Committee shall make a pro rata allocation of the shares available for purchase on such Offering Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants exercising Options to purchase Common Stock on such Exercise Date, and thereupon terminate any or all Offerings then in effect pursuant to Section 20 hereof. The Committee may make pro rata allocation of the shares available on the Offering Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company's shareholders subsequent to such Offering Date. 9. DELIVERY; DIVIDENDS REINVESTED. (a) As soon as reasonably practicable after each Exercise Date on which a purchase of shares occurs, the Company shall arrange the delivery of shares purchased upon exercise of the Participant's Option in a form and to a custodian determined and selected by the Committee. (b) Cash dividends on any shares held by a Participant shall be automatically reinvested in additional shares of Common Stock; such amounts will not be available in the form of cash to Participants. All cash dividends paid on Common Stock credited to Participants' shares will be paid over by the Company to the custodian of the shares at the dividend payment date. The custodian will aggregate all purchases of Common Stock in connection with the Plan for a given dividend payment date. Purchases of Common Stock for purposes of dividend reinvestment will be made as promptly as practicable (but not more than 30 days) after a dividend payment date. The custodian shall make such purchases, as directed by the Committee, either (i) in transactions on any securities exchange upon which Common Stock is traded, otherwise in the over-the-counter market, or in negotiated transactions, or (ii) directly from the Company at 100 percent of the Fair Market Value of a share of Common Stock on the dividend payment date. 10. WITHDRAWAL. During an Offering Period, a Participant may terminate his subscription at any time, and withdraw all but not less than all of the payroll deductions credited to his account and not yet used to exercise his Option under the Plan, by giving written notice to the Company in the form approved by the Committee. All of the Participant's payroll deductions credited to his account shall be paid to such Participant promptly after receipt of notice of withdrawal and such Participant's Option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a Participant withdraws from an Offering, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the Participant files a new subscription agreement and the Committee, in its sole discretion, consents to his participation in such Offering. 11. TERMINATION OF EMPLOYMENT. Termination of a Participant's employment for any reason or a Participant's ceasing to be an Eligible Employee of the Company or of a Designated Subsidiary, shall cause his participation in the Plan to terminate immediately. In such event, payroll deductions shall cease, payroll deductions previously withheld and credited to the Participant's account during the Offering Period but not yet used to purchase Common Stock under the Plan shall be refunded to him (or to his beneficiary designated under Section 15 in the event of his death) without interest. 12. INTEREST. No interest shall accrue on the payroll deductions of a Participant in the Plan. 13. STOCK. (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of the Company's Common Stock that shall be available for purchase under the Plan shall be 500,000 shares of the Common Stock. (b) Until the shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant shall have no right to vote or to receive dividends or any other right of a stockholder with respect to such shares. (c) Shares to be delivered to a Participant under the Plan shall be registered in the name of the Participant. 14. ADMINISTRATION. The Plan shall be administered by the Committee which shall have the discretionary authority and power to adopt, construe, and enforce rules and regulations not inconsistent with the provisions of the Plan and Section 423 of the Code. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all Participants and any person claiming any rights under the Plan from or through any Participant. The Committee may delegate to officers or managers of the Company the authority, subject to such terms as the Committee shall determine, to perform such functions as the Committee may determine, to the extent permitted under applicable law. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and shall, to the maximum extent permitted by the articles of incorporation and by-laws of the Company and applicable law, be fully indemnified and protected by the Company with respect to any such action, determination or interpretation. Transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor under the Exchange Act. 15. DESIGNATION OF BENEFICIARY. (a) A Participant may file a written designation of a beneficiary who is to receive any shares and cash from the Participant's account under the Plan in the event of such Participant's death during an Offering Period or subsequent to an Exercise Date on which the Option is exercised but prior to delivery to such Participant of such shares. (b) Such designation of beneficiary may be changed by the Participant at any time by written notice to the Committee. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant's death, the Company shall deliver such shares and cash to the legal representative of the Participant's estate (or other validly authorized individual or person in the event of a "small estate" in which no legal representative is appointed). (c) All beneficiary designations shall be in such form and manner as the Committee may designate from time to time. 16. TRANSFERABILITY. Neither payroll deductions credited to a Participant's account nor any rights with regard to the exercise of an Option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be void, except that the Committee, in its sole discretion, may treat such act as an election to terminate the Participant's subscription in accordance with Section 10 hereof. 17. USE OF FUNDS. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. Until shares are issued, a Participant shall only have the rights of an unsecured creditor with respect to payroll deductions on his account pursuant to his subscription agreement. 18. ACCOUNTS AND REPORTS. Individual accounts shall be maintained for each Participant in the Plan. Statements of account shall be given to participating Eligible Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any. 19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION, MERGER OR CHANGE OF CONTROL. (a) CHANGES IN CAPITALIZATION. Subject to any required action by the shareholders of the Company, the maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan, the maximum number of shares each Participant may purchase each Purchase Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each Option under the Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other change in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option. (b) In the event of a Change of Control, the Offering Period then in progress shall immediately terminate, each outstanding Option shall be automatically exercised immediately prior to such Change of Control, and upon such Change of Control the Plan shall otherwise shall terminate in accordance with Section 20. When practicable, the Committee shall notify each Participant in writing, at least ten (10) business days prior to such Change of Control of the imminent Change of Control and the effect thereof on the Participant. (c) A "CHANGE OF CONTROL" shall mean the occurrence of any of the following events: (i) The acquisition (other than from the Company) by any person, entity, or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or more of either the then outstanding shares of Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; provided, however, no Change in Control shall be deemed to have occurred for any acquisition by any corporation with respect to which, following such acquisition, more than 60% of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the then outstanding shares of Common Stock or the combined voting power of the Company's then outstanding voting securities immediately prior to such acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of the Company's then outstanding Common Stock and then outstanding voting securities, as the case may be; or (ii) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the "INCUMBENT Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) Consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 60% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, or shareholder approval of a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. 20. AMENDMENT OR TERMINATION. (a) The Board or Committee may at any time and for any reason terminate or amend the Plan, subject to any requirement of shareholder approval of a Plan amendment pursuant to Section 423 of the Code (and the regulations thereunder) or any rule or regulation of the Securities and Exchange Commission or any exchange on which shares of the Company are traded. Except as otherwise provided in the Plan, no such termination shall affect Options previously granted; provided, an Offering Period may be terminated by the Committee on any Exercise Date if the Committee determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its shareholders. Except as provided in Section 19 and this Section 20 hereof, no amendment shall modify any Option theretofore granted that adversely affects the rights of the Participant granted such Option. Anything to the contrary herein notwithstanding, any amendment to increase the maximum number of shares of Common Stock available for purchase under the Plan as set forth in Section 13(a) shall be effective only upon shareholder approval. (b) Without shareholder consent and without regard to whether any Participant rights may be considered to have been "adversely affected," the Committee shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant's Compensation, and establish such other limitations or procedures as the Committee determines in its sole discretion advisable which are consistent with the Plan. (c) The Plan shall immediately terminate, and all amounts on account shall be refunded to the Participants, without interest: (i) if the Company shall not obtain such shareholder approval as may be required pursuant to Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule); (ii) following the automatic exercise of Options upon a Change of Control as provided under Section 19; or (iii) if the Common Stock of the Company shall cease for any reason to be listed on any nationally recognized stock exchange or national market quotation system. (d) In the event the Committee determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: (i) increasing the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price; (ii) shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and (iii) allocating shares. Such modifications or amendments shall not require stockholder approval or the consent of any Plan Participants. 21. NOTICES. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 22. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any action taken hereunder shall be construed as giving any employee, director or other person the right to be retained in the employ or service of the Company, nor shall it interfere in any way with the right of the Company to terminate any employee's employment. 23. GOVERNING LAW. The Plan shall be governed by the laws of the State of Illinois (determined without regard to the choice of law provisions thereof). Each Participant shall, by participating in the Plan, consent to the jurisdiction and venue of the federal and state courts located in Chicago, Illinois. 24. CONDITIONS UPON ISSUANCE OF SHARES. (a) Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the Sarbanes-Oxley Act of 2002, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. (b) As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. (c) Certificates representing shares issued under the Plan shall be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations and other obligations of the Company, including any requirement that a legend or legends be placed thereon. Notwithstanding the foregoing, the Committee may adopt additional terms and conditions to the extent required to comply with local laws and regulations. 25. TERM OF PLAN. The Plan shall become effective upon the date of its adoption by the Board of Directors (and the first Offering Period shall commence January 1, 2004), subject to approval of the shareholders of the Company within twelve months thereafter. It shall continue in effect until terminated under Section 20 hereof. EX-5.1 4 c79842exv5w1.txt OPINION OF DAVID J. BOYD EXHIBIT 5.1 October 1, 2003 CLARCOR Inc. 2323 Sixth Street P.O. Box 7007 Rockford, Illinois 61125 Re: Registration Statement on Form S-8 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 up to 500,000 shares of Common Stock, $1.00 par value, of the Company (the "Common Stock"), together with 500,000 Preferred Stock Purchase Rights of the Company (the "Rights") associated therewith (collectively, the "Registered Securities"), to be issued under the CLARCOR Inc. Employee Stock Purchase 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 becomes effective under the Securities Act; (ii) the Company's Board of Directors or a duly authorized committee thereof has duly adopted final resolutions authorizing the issuance and sale of such shares as contemplated by the Plan and (iii) certificates representing such shares 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. Sincerely yours, /s/ David J. Boyd David J. Boyd Vice President and General Counsel CLARCOR Inc. EX-23.1 5 c79842exv23w1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated January 8, 2003 relating to the financial statements and the financial statement schedule of CLARCOR Inc., which appear in CLARCOR Inc.'s Annual Report on Form 10-K for the year ended November 30, 2002. PricewaterhouseCoopers LLP Chicago, Illinois October 1, 2003 -----END PRIVACY-ENHANCED MESSAGE-----