-----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, FTqN4noqeMOf3ExquvKA5+GprrJ0dMCQAraZq6nkQKmdxmXkiFE2hRYDAz/eBXiu F0kdW/PSwYf8YlMy2C+kdQ== 0000071023-96-000004.txt : 19960525 0000071023-96-000004.hdr.sgml : 19960525 ACCESSION NUMBER: 0000071023-96-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960524 EFFECTIVENESS DATE: 19960612 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NELSON THOMAS INC CENTRAL INDEX KEY: 0000071023 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 620679364 STATE OF INCORPORATION: TN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04503 FILM NUMBER: 96572278 BUSINESS ADDRESS: STREET 1: P O BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214-1000 BUSINESS PHONE: 6158899000 MAIL ADDRESS: STREET 1: P O BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214-1000 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL PUBLISHERS INC DATE OF NAME CHANGE: 19721019 S-8 1 As filed with the Securities and Exchange Commission on May 24, 1996 Registration No. 333- ________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THOMAS NELSON, INC. (Exact name of registrant as specified in its charter) Tennessee 62-0679364 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Nelson Place at Elm Hill Pike Nashville, Tennessee 37214-1000 (Address of principal executive offices) (Zip code) THOMAS NELSON, INC. AMENDED AND RESTATED 1992 EMPLOYEE STOCK INCENTIVE PLAN (Full title of the plan) Joe L. Powers Executive Vice President and Secretary Nelson Place at Elm Hill Pike Nashville, Tennessee 37214-1000 (Name and address of agent for service) (615) 889-9000 (Telephone number, including area code, of agent for service) ---------------- Copy To: James H. Cheek, III, Esq. Bass, Berry & Sims PLC 2700 First American Center Nashville, Tennessee 37238 ----------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Proposed maximum Proposed Title of offering maximum Amount of securities to Amount to be price per aggregate registration be registered registered share (*) offering price(*) fee (*) - -------------------------------------------------------------------------------- Common Stock or Class B 1,202,500 $12.625 $15,181,563 $5,236.00 Common Stock Shares ================================================================================
(*) Estimated solely for the purpose of determining the amount of the registration fee. Such estimates have been calculated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, and are based upon the average of the high and low prices per share of the Common Stock and Class B Common Stock as reported on the New York Stock Exchange on May 22, 1996. Registration of Additional Securities This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of Common Stock, $1.00 par value per share, or Class B Common Stock, $1.00 par value per share, of Thomas Nelson, Inc., a Tennessee corporation (the "Registrant"), for the Thomas Nelson, Inc. Amended and Restated 1992 Employee Stock Incentive Plan. Incorporation By Reference of Earlier Registration Statement The Registration Statement on Form S-8 (Registration File No. 33-80086) heretofore filed by the Registrant with the Securities and Exchange Commission on June 13, 1994 is hereby incorporated by reference herein. Item 8. Exhibits Exhibit Number Description -------------- ------------ 5 Opinion of Bass, Berry & Sims PLC 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24 Power of Attorney (included at pages II-2 and II-3) 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 Nashville, State of Tennessee, on this 23rd day of May, 1996. THOMAS NELSON, INC. By:/s/ Joe L. Powers ------------------------- Joe L. Powers Executive Vice President and Secretary KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Sam Moore and Joe L. Powers, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 dates indicated. Signature Title Date --------- ----- ---- /s/ Sam Moore Chairman of the May 23, 1996 - ------------------ Board of Directors, Sam Moore Chief Executive Officer and President (Principal Executive Officer) /s/ S. Joseph Moore Executive Vice May 23, 1996 - ------------------ President and S. Joseph Moore Director /s/ Joe L. Powers Executive Vice May 23, 1996 - ------------------ President and Joe L. Powers Secretary (Principal Financial and Accounting Officer) /s/ Brownlee O. Director May 23, 1996 Currey, Jr. - ------------------ Brownlee O. Currey, Jr. /s/ W. Lipscomb Director May 23, 1996 Davis, Jr. - ------------------ W. Lipscomb Davis, Jr. Signature Title Date --------- ----- ---- /s/ Robert J. Director May 23, 1996 Niebel, Sr. - ------------------ Robert J. Niebel, Sr. - ------------------ Director Millard V. Oakley /s/ Joe M. Rodgers Director May 23, 1996 - ------------------ Joe M. Rodgers /s/ Cal Turner, Jr. Director May 23, 1996 - ------------------ Cal Turner, Jr. /s/ Andrew J. Young Director May 23, 1996 - ------------------ Andrew J. Young INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- 5 Opinion of Bass, Berry & Sims PLC 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24 Power of Attorney (included at pages II-2 and II- 3) B A S S, B E R R Y & S I M S P L C A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW 2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509 TELEPHONE (615) 742-6200 KNOXVILLE,TN 37901-1509 TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200 TELECOPIER (423) 521-6234 May 23, 1996 Thomas Nelson, Inc. Nelson Place at Elm Hill Pike Post Office Box 141000 Nashville, Tennessee 37214 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Thomas Nelson, Inc., a Tennessee corporation (the Company ), in the preparation of a Registration Statement on Form S-8 (the Registration Statement ) relating to the Company s Amended and Restated 1992 Employee Stock Incentive Plan (the Plan ) filed by you with the Securities and Exchange Commission covering the registration of 1,202,500 additional shares of Common Stock, $1.00 par value per share, or Class B Common Stock, $1.00 par value per share, of the Company issuable pursuant to the Plan. In so acting, we have examined and relied upon such records, documents, and other instruments as in our judgment are necessary or appropriate in order to express the opinion hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing, we are of the opinion that the Common Stock and/or Class B Common Stock, when issued pursuant to and in accordance with the Plan, will be duly and validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Bass, Berry & Sims PLC Arthur Andersen LLP 424 Church Street, Suite 1000 Nashville, Tennessee 37219 Telephone (615) 726-6121 Facsimile (615) 726-6299 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 registration statement of our report dated May 19, 1995 incorporated by reference in Thomas Nelson, Inc.'s Form 10-K for the year ended March 31, 1995 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP Nashville, Tennessee May 21, 1996 Thomas Nelson, Inc. Nelson Place at Elm Hill Pike Post Office Box 141000 Nashville, Tennessee 37214 Telephone (615) 889-9000 Telecopier (615) 883-6353 May 23, 1996 VIA EDGAR Filing Desk Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Thomas Nelson, Inc. -- Registration Statement on Form S-8 relating to Amended and Restated 1992 Employee Stock Incentive Plan Ladies and Gentlemen: Pursuant to Rule 901 of Regulation S-T, the following is the electronic submission of the above-referenced Registration Statement. By copy of this letter, one true and complete copy of the above-referenced Registration Statement is being concurrently sent for filing with the New York Stock Exchange. Please contact the undersigned at the above-referenced number or our counsel, Gregory T. Stevens of Bass, Berry & Sims PLC at (615) 742-6200, with any comments pertaining to the Registration Statement. Sincerely, Joe L. Powers Executive Vice President and Secretary cc: New York Stock Exchange Gregory T. Stevens -----END PRIVACY-ENHANCED MESSAGE-----