S-8 POS 1 0001.txt As filed with the Securities and Exchange Commission on June 20, 2000 Registration No. 333-37390 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- POST EFFECTIVE AMENDMENT NO.1 TO FORM S-4 ON FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- International Paper Company (Exact Name of Registrant as specified in its charter) New York ____ 13-0872805 (State of incorporation) (I.R.S. Employer Identification No.) 2 Manhattanville Road Purchase, New York 10577 (Address of principal executive offices) --------------------------- Champion International Corporation Savings Plan #077 Champion International Corporation Savings Plan for Hourly Employees #158 Champion International Corporation Nonqualified Supplemental Savings Plan Executive Retirement Plan for Employees of Weldwood of Canada Limited Weldwood of Canada Limited Employee Phantom Share Plan (Full title of Plans) --------------------------- Barbara L. Smithers, Esq. Vice President and Corporate Secretary International Paper Company Two Manhattanville Road Purchase, New York 10577 (914) 397-1500 (Name, address and telephone number, including area code of agent for service) =============================================================================== PURPOSE OF AMENDMENT The purpose of this Post Effective Amendment No. 1 is to register on Form S-8 1,200,000 shares of common stock, par value $1.00 per share, of International Paper Company, a New York corporation (the "Registrant") previously registered on Form S-4 (Registration No. 333-37390) for issuance under the Champion International Corporation Savings Plan #077, Champion International Corporation Savings Plan for Hourly Employees #158, Champion International Corporation Nonqualified Supplemental Savings Plan, Executive Retirement Plan for Employees of Weldwood of Canada Limited and Weldwood of Canada Limited Employee Phantom Share Plan (collectively, the "Plans") pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of May 12, 2000 by and among the Registrant, Condor Acquisition Corporation ("Merger Sub") and Champion International Corporation ("Champion"), which provided for the merger of Merger Sub with and into Champion. PART I The following documents listed under this Part I and the documents incorporated by reference under Item 3 of Part II to this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are incorporated herein by reference. ITEM 1. PLAN INFORMATION The documents containing the information required to be provided to participants pursuant to this Item will be sent or given to the participants of the Plans as specified by Rule 428(b)(1). Such documents are not filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The written statement required to be provided to participants pursuant to this Item is set forth in the Prospectus referenced in Item 1 above. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated herein by reference. (1) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1999; (2) All reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 1999; (3) The Registrant's Current Reports on Form 8-K filed January 12, 2000, February 17, 2000, March 27, 2000, April 11, 2000, April 25, 2000, May 19, 2000 and May 22, 2000; and (4) The description of the Registrant's capital stock which is contained in the Registrant's registration statement on Form 8-A, dated July 20, 1976, as amended. All documents subsequently filed by the Registrant 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 securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to 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 superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters with respect to the offering of the shares of Common Stock registered hereby have been passed upon by Barbara L. Smithers, Vice President and Corporate Secretary of the Registrant. Ms. Smithers does not own a material or significant amount of the outstanding shares of Common Stock. She participates in the Registrant's Stock Option Plan which has awarded her options on the Registrant's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 721 of the New York Business Corporation Law ("NYBCL") provides that, in addition to indemnification provided in Article 7 of the NYBCL, a corporation may indemnify a director or the officer by a provision contained in its certificate of incorporation or by-laws or by a duly authorized resolution of its shareholders or directors or by agreement, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and material to the cause of action, or that such director or officer personally gained in fact a financial profit or other advantage to which he was not legally entitled. 3 Section 722(a) of the NYBCL provides that a corporation may indemnify a director or officer made, or threatened to be made, a party to any action other than a derivative action, whether civil or criminal, against judgments, fines, amounts paid in settlement and reasonable expenses actually and necessarily incurred as a result of such action, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, has no reasonable cause to believe that his conduct was unlawful. Section 722(c) of the NYBCL provides that a corporation may indemnify a director or officer, made or threatened to be made a party in a derivative action, against amounts paid in settlement and reasonable expenses actually and necessarily incurred by him in connection with the defense or settlement of such action or in connection with an appeal therein if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification will be available under Section 722(c) of the NYBCL in respect of a threatened or pending action which is settled or otherwise disposed of or any claim as to which such director or officer shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines, upon application, that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. Section 723 of the NYBCL specifies the manner in which payment of indemnification under Section 722 of the NYBCL or indemnification permitted under Section 721 of the NYBCL may be authorized by the corporation. It provides that indemnification may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification must be authorized by the appropriate corporate action as set forth in Section 723. Section 724 of the NYBCL provides that, upon application by a director or officer, indemnification may be awarded by a court to the extent authorized under Section 722 and 723 of the NYBCL contains certain other miscellaneous provisions affecting the indemnification of directors and officers. Section 726 of the NYBCL authorizes the purchase and maintenance of insurance to indemnify (1) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the above section, (2) directors and officers in instances in which they may be indemnified by a corporation under such section, and (3) directors and officers in instances in which they may not otherwise be indemnified by a corporation under such section, provided that the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance. Article VII of the Restated Certificate of Incorporation of the Registrant provides in part as follows: "Each Director of the Corporation shall be indemnified by the Corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of his being or having been a Director of the Corporation, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties as such Director, provided that such right of indemnification shall not be deemed exclusive of any other rights to which a Director of the Corporation may be entitled, under any by-law, agreement, vote of stockholders or otherwise." Article IX of the By-laws, as amended, of the Registrant provides as follows: "The Corporation shall indemnify each Officer or Director who is made, or threatened to be made, a party to any action by reason of the fact that he or she is or was an Officer or Director of the Corporation, or is or was serving at the request of the 4 Corporation in any capacity for the Corporation or any other enterprise, to the fullest extent permitted by applicable law. The Corporation may, so far as permitted by law, enter into an agreement to indemnify and advance expenses to any Officer or Director who is made, or threatened to be made, a party to any such action." The Registrant has purchased certain liability insurance for its officers and directors as permitted by Section 727 of the NYBCL and has entered into indemnity agreements with its directors and certain officers providing indemnification in addition to that provided under the NYBCL as permitted by Section 721 of the NYBCL. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 5.1 Opinion of Barbara L. Smithers, Vice President and Corporate Secretary, regarding the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP, independent public accountants (for the Registrant) 23.2 Consent of PricewaterhouseCoopers LLP (for the Registrant) 23.3 Consent of Barbara L. Smithers (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page of the first filing of the Form S-4 Registration Statement) ITEM 9. REQUIRED UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration statement: (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 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. 5 (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 1933 Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in this 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 1933 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 1933 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 Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the 1933 Act, the registrant has duly caused this registration statement on form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Purchase, State of New York, on this 20th day of June, 2000. INTERNATIONAL PAPER COMPANY By: /s/ Barbara L. Smithers --------------------------------- Barbara L. Smithers, Vice President and Corporate Secretary Pursuant to the requirements of the 1933 Act, this registration statement has been signed by the following persons in the capacities and on the 20th day of June, 2000. Signature Title Date --------- ----- ---- * Director and Chairman June 20, 2000 --------------------------- of the Board John T. Dillon (Chief Executive Officer) * Executive Vice President and June 20, 2000 --------------------------- Director C. Wesley Smith * Director June 20, 2000 --------------------------- Peter I. Bijur * Director June 20, 2000 --------------------------- Robert J. Eaton * Director June 20, 2000 --------------------------- Samuel G. Gibara * Director June 20, 2000 --------------------------- James A. Henderson * Director June 20, 2000 --------------------------- John R. Kennedy * Director June 20, 2000 --------------------------- Robert D. Kennedy * Director June 20, 2000 --------------------------- W. Craig McClelland * Director June 20, 2000 --------------------------- Donald F. McHenry * Director June 20, 2000 --------------------------- Patrick F. Noonan * Director June 20, 2000 --------------------------- Jane C. Pfeiffer * Director June 20, 2000 --------------------------- Jeremiah J. Sheehan * Director June 20, 2000 --------------------------- Charles R. Shoemate * Senior Vice President and June 20, 2000 --------------------------- Chief Financial Officer John V. Faraci * Vice President - Finance June 20, 2000 --------------------------- Andrew R. Lessin * By: /s/ BARBARA L. SMITHERS -------------------------------------- Barbara L. Smithers, Attorney-in-fact 8 Pursuant to the requirements of the 1933 Act, the named fiduciary of Champion International Corporation Savings Plan #077, Champion International Corporation Savings Plan for Hourly Employees #158, Champion International Corporation Nonqualified Supplemental Savings Plan, Executive Retirement Plan for Employees of Weldwood of Canada Limited, Weldwood of Canada Limited Employee Phantom Share Plan has duly caused this registration statement on form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Purchase, State of New York, on this 20th day of June, 2000. International Paper Company By: /s/ Jerome N. Carter --------------------------------- Name: Jerome N. Carter Title: Senior Vice President Human Resources 9 Exhibit No. Description of Exhibit Page No. ----------- ---------------------- -------- 5.1 Opinion of Barbara L. Smithers, Vice President and Corporate Secretary, regarding the legality of the securities being registered. 11 23.1 Consent of Arthur Andersen LLP, independent public accountants (for the Registrant) 12 23.2 Consent of PricewaterhouseCoopers LLP (for the Registrant) 13 23.3 Consent of Barbara L. Smithers (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page of the first filing of the Form S-4 Registration Statement) 10