-----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, UDuTvYyTNodMs+cty+hxiSKtFJkD/bqUwXwGKxeiubNwj6WoAdT6NnE57liMcRcX YKdp/q0YWlHCUTmosrZvOw== 0000950152-01-503033.txt : 20010702 0000950152-01-503033.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950152-01-503033 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010629 EFFECTIVENESS DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEAD CORP CENTRAL INDEX KEY: 0000064394 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 310535759 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64258 FILM NUMBER: 1672780 BUSINESS ADDRESS: STREET 1: MEAD WORLD HEADQUARTERS STREET 2: COURTHOUSE PLZ NORTHEAST CITY: DAYTON STATE: OH ZIP: 45463 BUSINESS PHONE: 9374954439 S-8 1 l89099as-8.txt THE MEAD CORTPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ THE MEAD CORPORATION (Exact name of registrant as specified in its charter) OHIO 31-0535759 (State of Incorporation) (I.R.S. Employer Identification No.) COURTHOUSE PLAZA NORTHEAST DAYTON, OHIO 45463 (Address, including zip code, of registrant's principal executive offices) THE MEAD CORPORATION 1996 STOCK OPTION PLAN (Full title of the plan) DAVID L. SANTEZ, ESQ. ASSISTANT SECRETARY THE MEAD CORPORATION MEAD WORLD HEADQUARTERS COURTHOUSE PLAZA NORTHEAST DAYTON, OHIO 45463 937-495-6323 (Name, address and telephone number, including area code, of agent for service)
- ------------------------------------------------------------------------------------------------------------ CALCULATION OF REGISTRATION FEE ============================================================================================================ Proposed Proposed Maximum Maximum Amount of Title of Securities Amount to be Offering Price Per Aggregate Registration to be Registered Registered (1)(2) Share (3) Offering Price (3) Fee - --------------------------------- ----------------- --------------------- ------------------ --------------- Common Shares, without par value (2) 2,500,000 $27.10 $67,750,000 $16,938 - --------------------------------- ----------------- --------------------- ------------------ ---------------
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of shares of Common Shares that may be offered or sold as a result of any adjustments from stock splits, stock dividends or similar events. (2) There are also being registered hereunder an equal number of related Purchase Rights, which are currently attached to and transferrable only with the Common Shares registered hereby, issuable pursuant to the Registrant's Shareholder Rights Plan. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) on the basis of the average of the high and low prices reported on the New York Stock Exchange, Inc. on June 25, 2001. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- The Registration Statement on Form S-8 (Reg. No. 33-03047) filed by The Mead Corporation, an Ohio corporation (the "Registrant"), is hereby incorporated by reference. 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 Dayton, State of Ohio, on this day 28th of June, 2001. THE MEAD CORPORATION By /s/ Jerome F. Tatar -------------------------------- Jerome F. Tatar Chairman of the Board, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: - ------------------------------------------------------------------------------ NAME TITLE DATE - ------------------------------------------------------------------------------ /s/ Jerome F. Tatar Chairman of the Board, June 28, 2001 - ------------------------- Chief Executive Officer and Jerome F. Tatar President (principal executive officer) and Director /s/ Timothy R. McLevish Vice President and Chief June 28, 2001 - ------------------------- Financial Officer (principal Timothy R. McLevish financial officer) -2- 3 /s/ John G. Breen - ----------------------- John G. Breen Director June 28, 2001 /s/ Duane E. Collins - ----------------------- Duane E. Collins Director June 28, 2001 /s/ William E. Hoglund - ----------------------- William E. Hoglund Director June 28, 2001 /s/ James G. Kaiser - ----------------------- James G. Kaiser Director June 28, 2001 /s/ Robert J. Kohlhepp - ----------------------- Robert J. Kohlhepp Director June 28, 2001 /s/ John A. Krol - ----------------------- John A. Krol Director June 28, 2001 /s/ Susan J. Kropf - ----------------------- Susan J. Kropf Director June 28, 2001 /s/ Heidi G. Miller - ----------------------- Heidi G. Miller Director June 28, 2001 /s/ Lee J. Styslinger, Jr. - ----------------------- Lee J. Styslinger, Jr. Director June 28, 2001 /s/ J. Lawrence Wilson - ----------------------- J. Lawrence Wilson Director June 28, 2001 -3- 4 INDEX TO EXHIBITS (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES 4.1 Amended Articles of Incorporation of The Mead Corporation adopted May 28, 1987 (filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference) 4.2 Regulations of The Mead Corporation, as amended April 25, 1996 (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference) (5) OPINION RE LEGALITY 5.1 Opinion of Thompson Hine LLP (23) CONSENTS OF EXPERTS AND COUNSEL 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Thompson Hine LLP [contained in their opinion filed as Exhibit 5.1] ----------------------------------- -4- EX-5.1 2 l89099aex5-1.txt EXHIBIT 5.1 1 Exhibit 5.1 THOMPSON HINE LLP 2000 COURTHOUSE PLAZA, N.E. 10 WEST SECOND STREET DAYTON, OH 45402 (937) 443-6600 June 29, 2001 The Mead Corporation Courthouse Plaza Northeast Dayton, Ohio 45463 Ladies and Gentlemen: We have acted as counsel to The Mead Corporation, an Ohio corporation (the "Company"), in connection with its Registration Statement on Form S-8 covering 2,500,000 Common Shares of the Company to be offered and sold under the Company's 1996 Stock Option Plan (the "Registration Statement"). Please be advised that we have examined such proceedings and records of the Company, and have made investigation of such other matters, as in our judgment permit us to render an informed opinion on the matters set forth herein. Based upon the foregoing, it is our opinion that the Common Shares of the Company offered under the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Company's Registration Statement. Very truly yours, /s/ Thompson Hine LLP DAN:JMR:lsh -5- EX-23.1 3 l89099aex23-1.txt EXHIBIT 23.1 1 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Mead Corporation on Form S-8 of our report dated January 25, 2001, appearing in the Annual Report on Form 10-K of The Mead Corporation for the year ended December 31, 2000. Dayton, Ohio /s/ Deloitte & Touche LLP ----------------------------- June 28, 2001 Deloitte & Touche LLP -6- -----END PRIVACY-ENHANCED MESSAGE-----