-----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, TzQ4hIzeiLWrl0KJWmK23gcscfwjjvOt/TcC6OE3B8riHUmDkaIduEhrOZVTw3A4 7+AanMZW35JiNt0RgkOBKg== 0001047469-99-011912.txt : 19990330 0001047469-99-011912.hdr.sgml : 19990330 ACCESSION NUMBER: 0001047469-99-011912 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990329 EFFECTIVENESS DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COURIER CORP CENTRAL INDEX KEY: 0000025212 STANDARD INDUSTRIAL CLASSIFICATION: BOOK PRINTING [2732] IRS NUMBER: 042502514 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-75189 FILM NUMBER: 99575793 BUSINESS ADDRESS: STREET 1: 15 WELLMAN AVENUE CITY: NORTH CHELMSFORD STATE: MA ZIP: 01863 BUSINESS PHONE: 9782516000 S-8 1 S-8 REGISTRATION STATEMENT CONSISTS OF 6 PAGES. THE EXHIBIT INDEX APPEARS ON PAGE 4. File No. 33-_________ As filed with the Securities and Exchange Commission on March 29, 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- COURIER CORPORATION (Exact Name of Registrant as Specified in Its Charter) MASSACHUSETTS 04-2502514 (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 15 WELLMAN AVENUE NORTH CHELMSFORD, MA 01863 (Address of Principal Executive Offices) (978) 251-6000 (Registrant's Telephone Number) COURIER CORPORATION 1993 AMENDED AND RESTATED STOCK INCENTIVE PLAN (Full Title of the Plan) -------------------- JAMES F. CONWAY III CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER COURIER CORPORATION 15 WELLMAN AVENUE NORTH CHELMSFORD, MASSACHUSETTS 01863 (Name and Address of Agent for Service) (978) 251-6000 (Telephone Number, Including Area Code, of Agent for Service) -------------------- With Copy to: F. Beirne Lovely, Jr., P.C. Goodwin, Procter & Hoar LLP Exchange Place Boston, MA 02109 (617) 570-1000 -------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered(1) Offering Price Per Share Aggregate Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------- Common Stock, par value $1 per share 100,000 shares $19.8125(2) $1,981,250 $551.00 - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
(1) Plus such additional number of shares as may be required pursuant to the Registrant's 1993 Amended and Restated Stock Incentive Plan in the event of a stock dividend, stock split, split-up, recapitalization or other similar event. (2) This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended (the "Securities Act"), solely for the purposes of determining the aggregate offering price and the registration fee and is based upon the average of the bid and ask prices of the Common Stock on the National Association of Securities Dealers Automatic Quotation/National Market System on March 25, 1999. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. Courier Corporation (the "Registrant") hereby incorporates by reference the documents listed below, which have previously been filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended September 26, 1998, as amended by the Registrant's Annual Report on Form 10-K/A filed on December 28, 1998; (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended December 26, 1998; (c) The Registrant's Registration Statement on Form S-8, Registration no. 33-76816, relating to the 1993 Amended and Restated Stock Incentive Plan; and (d) The description of the Registrant's common stock contained in its Registration Statement on Form 8-A filed pursuant to Section 12(g) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). In addition, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereunder 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 a part hereof from the date of filing of such documents. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares to be offered hereby will be passed upon for the Registrant by Goodwin, Procter & Hoar LLP, Boston, Massachusetts, counsel to the Registrant. A professional corporation controlled by F. Beirne Lovely, Jr., the Clerk of the Registrant, is a partner of Goodwin, Procter & Hoar LLP, which receives compensation from the Registrant for rendering legal services. Item 8. EXHIBITS. (a) The following is a complete list of exhibits filed or incorporated by reference as part of this Registration Statement.
EXHIBIT - ------- 5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP, as to the legality of the securities being registered. 23.1 Consent of Independent Auditors, Deloitte & Touche LLP 23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto). 24.1 Powers of Attorney (included in Part II of this Registration Statement).
1 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 relating to the 1993 Amended and Restated Stock Incentive Plan to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Chelmsford, the Commonwealth of Massachusetts, on this 18th day of March, 1999. COURIER CORPORATION By: /s/ James F. Conway III -------------------------------- James F. Conway III Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Each person whose signature appears below constitutes and appoints James F. Conway III, Robert P. Story, Jr. and Peter M. Folger, and each of them, as her or his true and lawful attorney-in-fact and agent, with full power of substitution, for her or him and in her or his name, place and stead, in any and all capacities to sign any or all amendments or 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 her or his substitute, may lawfully do or cause to be done by virtue hereof. SIGNATURE TITLE DATE --------- ----- ---- /s/ James F. Conway III Chairman, President, and Chief March 18, 1999 - ---------------------------- Executive Officer James F. Conway III /s/ Robert P. Story, JR. Senior Vice President, Chief March 18, 1999 - ---------------------------- Financial Officer and Director Robert P. Story, Jr. /s/ Peter M. Folger Vice President and Controller March 18, 1999 - ---------------------------- Peter M. Folger /s/ Edward J. Hoff Director March 18, 1999 - ---------------------------- Edward J. Hoff /s/ Arnold S. Lerner Director March 18, 1999 - ---------------------------- Arnold S. Lerner 2 /s/ George Q. Nichols Director March 18, 1999 - ----------------------------- George Q. Nichols Director March 18, 1999 - ----------------------------- Charles E. Otto /s/ W. Nicholas Thorndike Director March 18, 1999 - ----------------------------- W. Nicholas Thorndike /s/ Kathleen Foley Curley Director March 18, 1999 - ------------------------------ Kathleen Foley Curley /s/ Richard K. Donahue Director March 18, 1999 - ------------------------------ Richard K. Donahue 3 EXHIBIT INDEX
Sequential Exhibit No. Description Page No. - ---------- ----------- ---------- 5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP, as to the legality of the securities being registered. 5 23.1 Consent of Independent Auditors, Deloitte & Touche LLP 6 23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto). 24.1 Powers of Attorney (included in Part II of this Registration Statement).
4 EX-5.1 2 EX-5.1 EXHIBIT 5.1 March 26, 1999 Courier Corporation 15 Wellman Avenue North Chelmsford, Massachusetts 01863 Re: Courier Corporation Registration on Form S-8 of Securities UNDER THE 1993 AMENDED AND RESTATED STOCK INCENTIVE PLAN Ladies and Gentlemen: This opinion is furnished in connection with the registration pursuant to the Securities Act of 1933, as amended (the "Act"), of 100,000 shares (the "Shares") of Common Stock, par value $1 per share (the "Common Stock"), of Courier Corporation (the "Company") which may be issued pursuant to the Company's 1993 Amended and Restated Stock Incentive Plan (the "Plan"). We have acted as counsel to the Company in connection with the registration of the Shares under the Act. We have examined the Plan; the Articles of Organization and the By-laws of the Company, each as amended to date; such records of the corporate proceedings of the Company as we deemed material; the Registration Statement on Form S-8 under the Act relating to the Shares (the "Registration Statement"); and such other certificates, receipts, records and documents as we considered necessary for the purposes of this opinion. We are attorneys admitted to practice in the Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdictions other than the laws of the United States of America and the Commonwealth of Massachusetts, and also express no opinion with respect to the blue sky or Securities Laws of any State. Based upon the foregoing, we are of the opinion that upon the issuance and delivery of the Shares in accordance with the terms of the Registration Statement and the Plan, the Shares will be legally issued, fully paid and non-assessable shares of the Company's Common Stock. The foregoing assumes that all requisite steps will be taken to comply with the requirements of the Act and applicable requirements of state laws regulating the offer and sale of securities. We hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and to the use of our name therein. Very truly yours, /s/ Goodwin, Procter & Hoar LLP -------------------------------- GOODWIN, PROCTER & HOAR LLP EX-23.1 3 EX-23.1 EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement of Courier Corporation (the "Company") on Form S-8 of our report dated November 5, 1998, appearing in the Annual Report on Form 10-K of the Company for the year ended September 26, 1998. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Boston, Massachusetts March 26, 1999 -----END PRIVACY-ENHANCED MESSAGE-----