-----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, INPDSI/PQvUlpIvGWrTgihm7dn4rSgyqhTyl2oxWV+Ls0FPmstK5MVfo1xRAv2Vd mC2Zf2PSokFYdKa6vXy0xA== 0000950127-95-000033.txt : 19951004 0000950127-95-000033.hdr.sgml : 19951004 ACCESSION NUMBER: 0000950127-95-000033 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951003 EFFECTIVENESS DATE: 19951022 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL PAPER BOARD CO INC CENTRAL INDEX KEY: 0000034891 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 220904830 STATE OF INCORPORATION: NY FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63153 FILM NUMBER: 95578366 BUSINESS ADDRESS: STREET 1: 75 CHESTNUT RIDGE RD CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2013911776 S-8 1 REGISTRATION STATEMENT Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FEDERAL PAPER BOARD COMPANY, INC. (Exact name of registrant as specified in its charter) NORTH CAROLINA 22-0904830 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 75 CHESTNUT RIDGE ROAD MONTVALE, NEW JERSEY 07645 (Address of Principal Executive Offices) (Zip Code) 1992 KEY EMPLOYEES STOCK OPTION PLAN (Full title of the plan) ______________ QUENTIN J. KENNEDY EXECUTIVE VICE PRESIDENT, SECRETARY AND TREASURER FEDERAL PAPER BOARD COMPANY, INC. 75 CHESTNUT RIDGE ROAD MONTVALE, NEW JERSEY 07645 (201) 391-1776 (Name, address and telephone number of agent for service) Copy to: MAUREEN S. BRUNDAGE, ESQ. WHITE & CASE 1155 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 (212) 819-8200 ______________ CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE SHARE PRICE Common Stock, par value 1,500,000 $39.44(1) $59,160,000.00(1) $20,400.00 $5.00 per share shares (1) Estimated solely for the purpose of calculating the registration fee. Such estimate has been calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low sales price of the Common Stock as reported on New York Stock Exchange on September 29, 1995.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT On June 22, 1992, Federal Paper Board Company, Inc. (the "Registrant") filed a Registration Statement on Form S-8 (File No. 33-48654) (the "1992 Registration Statement") with the Securities and Exchange Commission (the "Commission") to register 1,500,000 shares of common stock, $5.00 par value per share (the "Common Stock"), of the Registrant to be issued pursuant to the terms and conditions of the Registrant's 1992 Key Employees Stock Option Plan (the "Plan"). Pursuant to General Instruction E of Form S-8, the Registrant hereby files this registration statement on Form S-8 (this "Registration Statement") with the Commission in order to register 1,500,000 additional shares of Common Stock to be issued pursuant to the terms and conditions of the Plan. The contents of the 1992 Registration Statement are hereby incorporated by reference in their entirety into this Registration Statement with the exception of Item 6 and Item 8 thereof which are restated in their entirety as follows: ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Amended Articles of Incorporation provide that the Registrant shall, to the fullest extent permitted from time to time by law, indemnify its directors and officers against all liabilities and expenses in any suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Registrant, including all appeals therefrom, arising out of their status as such or their activities in any of the foregoing capacities, unless the activities of the person to be indemnified were at the time taken known or believed by him to be clearly in conflict with the best interests of the Registrant. The Amended Articles of Incorporation also provide that the Registrant shall likewise and to the same extent indemnify any person who, at the request of the Registrant, is or was serving as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under any employee benefit plan. Pursuant to the Amended Articles of Incorporation, the right to be indemnified pursuant thereto includes, without limitation, the right of a director or officer to be paid expenses in advance of the final disposition of any proceeding upon receipt of an undertaking to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified thereunder. Any person entitled to indemnification under the Amended Articles of Incorporation shall also be paid reasonable costs, expenses and attorneys' fees (including expenses) in connection with the enforcement of rights to the indemnification granted thereunder. The Amended Articles of Incorporation also provide that the rights of indemnification granted pursuant thereto are not exclusive of any other rights to which those seeking indemnification may be entitled and shall not be limited by the provisions of Section 55-8-51 of the General Statutes of North Carolina and any successor statute. Pursuant to the General Statutes of North Carolina, a corporation may indemnify an individual director made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if (i) the director conducted himself in good faith and (ii) he reasonably believed that his conduct in his official capacity was in the best interests of the corporation and that his conduct in all other capacities was not opposed to the best interests of the corporation, and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director under this section in connection with a proceeding in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit to him in which he was held liable because he received an improper personal benefit. Pursuant to the General Statutes of North Carolina, expenses incurred by a director in defending a proceeding may be paid by the corporation in advance upon receipt of an undertaking by or on behalf of a director to repay such amount if it is determined that he is not entitled to indemnification. Unless limited by the articles of incorporation, a corporation shall indemnify a director who is wholly successful, on the merits or otherwise, in any proceeding in which he was a defendant because he was a director of the corporation against the reasonable expenses incurred by him in connection with the proceeding. A corporation may purchase insurance on behalf of directors, officers, employees, or agents of the corporation against liability arising from his status as a director, officer, employee, or agent whether or not the corporation has the power to indemnify such person against the same liability under any provisions of the General Statements of North Carolina. The Registrant and its directors and officers in their capacities as such are insured against liability for wrongful acts (to the extent defined) under an insurance policy providing aggregate coverage in the amount of $50,000,000 per policy year. ITEM 8. EXHIBITS. 4.1 Amended articles of incorporation of the Registrant as amended as of January 18, 1994 (filed as Exhibits 3.1 and 3.2 to Form 8-B Registration of Securities of Certain Successor Issuers dated August 19, 1994 and incorporated herein by reference). 4.2 Current bylaws of the Registrant (filed as Exhibit 3.3 to Form 8-B Registration of Securities of Certain Successor Issuers dated August 19, 1994 and incorporated herein by reference). 5 Opinion of Maupin Taylor Ellis & Adams, P.A., counsel to the Registrant, dated October 3, 1995, with respect to the legality of the Common Stock being registered. 23.1 Consent of Deloitte & Touche LLP, dated October 3, 1995. 23.2 Consent of Maupin Taylor Ellis & Adams, P.A. (included in Exhibit 5 to this Registration Statement). 24 Powers of Attorney. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Township of Montvale, State of New Jersey, on this 3rd day of October, 1995. FEDERAL PAPER BOARD COMPANY, INC. (Registrant) By /s/ Quentin J. Kennedy Name: Quentin J. Kennedy Title: Director, Executive Vice President, Secretary and Treasurer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons, or by his duly authorized attorney-in-fact, in the capacities indicated and on the date indicated.
Signature Title Date * Director, President and Chief October 3, 1995 (John R. Kennedy) Executive Officer (Principal Executive Officer) /s/ Quentin J. Kennedy Director, Executive Vice October 3, 1995 (Quentin J. Kennedy) President, Secretary and Treasurer (Principal Financial Officer) /s/ Roger L. Sanders, II Vice President and Controller October 3 1995 (Roger L. Sanders, II) (Principal Accounting Officer) * Director and Senior Vice October 3, 1995 (Robert D. Baldwin) President * Director and Senior Vice October 3, 1995 (W. Mark Massey, Jr.) President * Director October 3, 1995 (Thomas L. Cassidy) * Director October 3, 1995 (W. Ran Clerihue) * Director October 3, 1995 (James T. Flynn) * Director October 3, 1995 (Edmund J. Kelly) * Director October 3, 1995 (John L. Kelsey) *By /s/ Quentin J. Kennedy October 3, 1995 (Quentin J. Kennedy, Attorney-in-fact)
EXHIBIT INDEX
EXHIBIT NO. 4.1 Amended articles of incorporation of the Registrant as amended as of January 18, 1994 (filed as Exhibits 3.1 and 3.2 to Form 8-B Registration of Securities of Certain Successor Issuers dated August 19, 1994 and incorporated herein by reference). 4.2 Current bylaws of the Registrant (filed as Exhibit 3.3 to Form 8-B Registration of Securities of Certain Successor Issuers dated August 19, 1994 and incorporated herein by reference). 5 Opinion of Maupin Taylor Ellis & Adams, P.A., counsel to the Registrant, dated October 3, 1995, with respect to the legality of the Common Stock being registered. 23.1 Consent of Deloitte & Touche LLP, dated October 3, 1995. 23.2 Consent of Maupin Taylor Ellis & Adams, P.A. (included in Exhibit 5 to this Registration Statement). 24 Powers of Attorney.
EX-5 2 OPINION RE LEGALITY EXHIBIT 5 October 3, 1995 Federal Paper Board Company, Inc. 75 Chestnut Ridge Road Montvale, New Jersey 07645 re Federal Paper Board Company, Inc. 1,500,000 Shares of Common Stock Our File No. 8961.010 Dear Sirs: We are familiar with the proceedings taken and proposed to be taken by Federal Paper Board Company, Inc., a North Carolina corporation (the "Company"), in connection with the registration, pursuant to the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended, of 1,500,000 additional shares of its Common Stock, $5.00 par value (the "Common Stock"), issuable pursuant to the Company's 1992 Key Employees Stock Option Plan (the "Plan"). We have examined such documents, certificates, records, authorizations and proceedings and have made such investigations as we have deemed necessary or appropriate in order to give the opinion expressed herein. Based on the foregoing, it is our opinion that the 1,500,000 shares of Common Stock referred to above have been duly authorized and reserved for issuance by the Company and, when issued pursuant to the exercise of stock options granted under the Plan and payment of the option price thereof as described in the Plan, such shares will be validly issued, fully paid and nonassessable shares of Common Stock of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Maupin Taylor Ellis & Adams, P.A. MAUPIN TAYLOR ELLIS & ADAMS, P.A. EX-23 3 CONSENT OF AUDITOR EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Federal Paper Board Company, Inc. on Form S-8 of our reports dated February 3, 1995 (which express an unqualified opinion and include an explanatory paragraph relating to changes in the method of accounting for income taxes and in the method of accounting for postretirement benefits other than pensions) appearing in and incorporated by reference in the Annual Report on Form 10-K of Federal Paper Board Company, Inc. for the fiscal year ended December 31, 1994. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Parsippany, New Jersey 07054 September 29, 1995 EX-24 4 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II, his true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution, to sign in the name of such person a Registration Statement of FEDERAL PAPER BOARD COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000 additional shares of the Corporation's common stock issued from time to time in connection with the Corporation's 1992 Key Employees Stock Option Plan and all amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: August 15, 1995 /s/ John R. Kennedy John R. Kennedy POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II, his true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution, to sign in the name of such person a Registration Statement of FEDERAL PAPER BOARD COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000 additional shares of the Corporation's common stock issued from time to time in connection with the Corporation's 1992 Key Employees Stock Option Plan and all amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: August 15, 1995 /s/ Robert D. Baldwin Robert D. Baldwin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II, his true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution, to sign in the name of such person a Registration Statement of FEDERAL PAPER BOARD COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000 additional shares of the Corporation's common stock issued from time to time in connection with the Corporation's 1992 Key Employees Stock Option Plan and all amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: August 15, 1995 /s/ W. Mark Massey, Jr. W. Mark Massey, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II, his true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution, to sign in the name of such person a Registration Statement of FEDERAL PAPER BOARD COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000 additional shares of the Corporation's common stock issued from time to time in connection with the Corporation's 1992 Key Employees Stock Option Plan and all amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: August 15, 1995 /s/ Thomas L. Cassidy Thomas L. Cassidy POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II, his true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution, to sign in the name of such person a Registration Statement of FEDERAL PAPER BOARD COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000 additional shares of the Corporation's common stock issued from time to time in connection with the Corporation's 1992 Key Employees Stock Option Plan and all amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: August 15, 1995 /s/ W. Ran Clerihue W. Ran Clerihue POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II, his true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution, to sign in the name of such person a Registration Statement of FEDERAL PAPER BOARD COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000 additional shares of the Corporation's common stock issued from time to time in connection with the Corporation's 1992 Key Employees Stock Option Plan and all amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: August 15, 1995 /s/ James T. Flynn James T. Flynn POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II, his true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution, to sign in the name of such person a Registration Statement of FEDERAL PAPER BOARD COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000 additional shares of the Corporation's common stock issued from time to time in connection with the Corporation's 1992 Key Employees Stock Option Plan and all amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: August 15, 1995 /s/ Edmund J. Kelly Edmund J. Kelly POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II, his true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution, to sign in the name of such person a Registration Statement of FEDERAL PAPER BOARD COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000 additional shares of the Corporation's common stock issued from time to time in connection with the Corporation's 1992 Key Employees Stock Option Plan and all amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: August 15, 1995 /s/ John L. Kelsey John L. Kelsey -----END PRIVACY-ENHANCED MESSAGE-----