-----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, IhhONMcKj/JSB3pmq4G2G7pC3ZyvO76L1s6lEYjbPp9bAQfQNXoUIm2aVwJ7vfbc Ii8eRuHviYznjeW16F5t9w== 0000945633-97-000008.txt : 19971014 0000945633-97-000008.hdr.sgml : 19971014 ACCESSION NUMBER: 0000945633-97-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971010 EFFECTIVENESS DATE: 19971010 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATIONERS INC CENTRAL INDEX KEY: 0000355999 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 363141189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37665 FILM NUMBER: 97694091 BUSINESS ADDRESS: STREET 1: 2200 E GOLF RD CITY: DES PLAINES STATE: IL ZIP: 60016-1267 BUSINESS PHONE: 7086995000 MAIL ADDRESS: STREET 1: 2200 E GOLF ROAD STREET 2: 2200 E GOLF ROAD CITY: DES PLAINES STATE: IL ZIP: 600161267 S-8 1 As filed with the Securities and Exchange Commission on October 10, 1997 Registration Statement No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 United Stationers Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 36-3141189 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 2200 East Golf Road 60016-1267 Des Plaines, Illinois (Zip Code) (Address of Principal Executive Offices) United Stationers Inc. Management Equity Plan (Full title of the plan) ____________________ Otis H. Halleen Vice President, Secretary and General Counsel 2200 East Golf Road Des Plaines, IL 60016-1267 (Name and address of agent for service) (847) 699-5000 (telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE _____________________________________________________________________________ Proposed Proposed maximum maximum offering aggregate Title of Securities Amount to be price offering price Amount of to be registered Registered per share(1) price (1) registration fee Common Stock $.10 par value 4,100,000 $ 39.00 $ 95,060,113 $ 28,806.09 shares _____________________________________________________________________________ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) on the basis of the prices at which currently outstanding options may be exercised, and the average of the high and low prices of the Common Stock in the over-the-counter market on October 9, 1997 as reported on NASDAQ for the balance. Part I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S- 8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. 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 of 1933, as amended. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by United Stationers Inc. (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: A. The Company's most recent Annual report on Form 10-K filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended ("1934 Act"), which contains certified financial statements of the Company for the fiscal year ended December 31, 1996. B. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997. C. The Company's Current Report on Form 8-K dated May 27, 1997. D. The Company's Registration Statement on Form S-2 filed October 6, 1997. E. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 1996. F. The description of the Common Stock which is contained in the Company's Registration Statement on Form 8-A under the 1934 Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective amendment which indicates that all Shares offered hereby have been sold or which deregisters all Shares 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 such documents. ITEM 4. DESCRIPTION OF SECURITIES The Company's Common Stock is registered under Section 12 of the 1934 Act. 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 ("DGCL") empowers a Delaware corporation to indemnify its officers and directors and certain other persons to the extent and under the circumstances set forth therein. Article EIGHTH of the Restated Certificate of Incorporation ("Certificate") of the Company, a copy of which is filed as Exhibit 4.1 to the Company's Registration Statement on Form S-2 filed October 2, 1997, provides for indemnification of officers and directors of the Company and certain other persons against liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions. In addition, the DGCL permits and the Company in its Certificate has implemented provisions which limit or eliminate the personal liability of the directors of the Company acting in their capacities as such to the full extent permitted by the DGCL. Article NINTH of the Company's Certificate eliminates a director's liability to the Company and its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for breach of the duty of loyalty, knowing violations of law and certain other matters specified in the DGCL and the Certificate. The Company maintains insurance for the benefit of its directors and officers and certain other persons insuring them against certain liabilities, including liabilities under the securities laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS 4. Instruments defining the rights of security holders: (a) Restated Certificate of Incorporation as adopted January 8, 1987 and as subsequently amended March 30, 1995 (1) (b) Certificate of Ownership and Merger merging Associated Holdings, Inc. into Registrant (2) (c) Restated by-laws (3) (d) Registration Rights Agreement, dated as of April 26, 1995, among the Registrant, United Stationers Supply Co., and Chase Securities, Inc. (3) (e) Amended and restated Registration Rights Agreement, dated as of March 30, 1995, among Registrant, Wingate Partners, L.P., Cumberland Capital Corporation, Good Capital Co., Inc. and certain other Company stockholders (3). (f) Amendment No. 4 to Management Equity Plan dated as of August 19, 1997 (1) (g) United Stationers Inc. Management Equity Plan, as amended through August 19, 1997 (1) 5. Opinion of Otis H. Halleen, General Counsel to the Company.** 15. Acknowledgment letter of Ernst & Young LLP, independent auditors.* 23. Consents of experts and counsel: (1) Consent of Ernst & Young LLP, independent auditors.* (2) Consent of Arthur Andersen LLP, independent public accountants.* (3) The consent of Otis H. Halleen is included in his opinion included as Exhibit 5. 24. Power of Attorney is included on the signature page of this Registration Statement _______________ * Filed herewith ** To be filed by amendment (1) Incorporated by reference to Registrant's Form S-2 (No. 33- 59811), as amended, initially filed with the Commission on September 4, 1997. (2) Incorporated by reference to Registrant's Schedule 14D-9 dated February 21, 1995 (3) Incorporated by reference to the Company's Form S-1 (No. 33- 59811), as amended, initially filed with the Commission on June 12, 1995 ITEM 9. UNDERTAKINGS 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 of 1933, 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. (4) That, for purposes of determining liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person, in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 Des Plaines, State of Illinois, on October 10, 1997. United Stationers Inc. By: /s/ Randall W. Larrimore Randall W. Larrimore, 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 dates indicated. Signature Title Date /s/Frederick B. Hegi, Jr. Chairman of the Board of Directors October 10, 1997 Frederick B. Hegi, Jr. /s/Randall W, Larrimore President and Chief Executive October 10, 1997 Randall W. Larrimore Officer, Director (principal executive officer) /s/Daniel H. Bushell Executive Vice President, October 10, 1997 Daniel H. Bushell Chief Financial Officer (principal financial and accounting officer) /s/Michael D. Rowsey Executive Vice President, Director October 10, 1997 Michael D. Rowsey /s/ Daniel J. Good Director October 10, 1997 Daniel J. Good /s/James A. Johnson Director October 10, 1997 James A. Johnson /s/James A. Johnson Director October 10, 1997 Gary G. Miller /s/Joel D. Spungin Director October 10, 1997 Joel D. Spungin EX-15 2 Exhibit 15.0 October 9, 1997 The Board of Directors United Stationers Inc. We are aware of the incorporation by reference in the Registration Statement (Form S-8) of United Stationers Inc. for the registration of 4,100,000 shares of its common stock of our reports dated April 17, 1997 and July 25, 1997 relating to the unaudited condensed consolidated interim financial statements of United Stationers Inc. that are included in its Forms 10-Q for the quarters ended March 31, 1997 and June 30, 1997. /s/ Ernst & Young LLP EX-23.1 3 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the references to our firm under the captions "Experts" and "Selected Consolidated Financial Data" in the Registration Statement (Form S-2 No. 333-34937) of the United Stationers Inc. (the "Company") filed October 6, 1997 with the Securities and Exchange Commission and to the incorporation by reference thereof in the Registration Statement (Form S-8) of the Company dated October 10, 1997, pertaining to the United Stationers Inc. Management Equity Plan. We also consent to the incorporation by reference therein f our reports dated January 28, 1997, with respect to the consolidated financial statements and schedule of the Company as of and for each of the years ended December 31, 1996 and 1995, and dated June 27, 1995, with respect to the consolidated financial statements and schedule of United Stationers Inc. (prior to its merger with Associated Holdings, Inc.) for the seven months ended March 30, 1995 which are included in the Company's Annual Report (Form 10- K) for the year ended December 31, 1996 and the Company's Registration Statement (Form S-2 No. 333-34937), both filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois October 9, 1997 EX-23.2 4 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of a) our report dated October 6, 1994 with respect to the consolidated financial statements of United Stationers Inc. for the year ended August 31, 1994 and b) our report dated January 23, 1995 with respect to the consolidated financial statement of Associated Holdings, Inc. for the year ended December 31, 1994, both included in United Stationers Inc.'s Form 10K for the year ended December 31, 1996, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Chicago, Illinois October 10, 1997 -----END PRIVACY-ENHANCED MESSAGE-----