-----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, ACw3mH4PUyPR+wXveF30ElQc2LR3XWp6G4t/1jQZXEXP3hqe2ifFn3BLLoHLS2di 5Mrth3qG3AYt6NxPvRphSQ== 0000950137-04-004448.txt : 20040526 0000950137-04-004448.hdr.sgml : 20040526 20040526095841 ACCESSION NUMBER: 0000950137-04-004448 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040526 EFFECTIVENESS DATE: 20040526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APTARGROUP INC CENTRAL INDEX KEY: 0000896622 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 363853103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-115872 FILM NUMBER: 04831208 BUSINESS ADDRESS: STREET 1: 475 W TERRA COTTA AVE STREET 2: STE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 BUSINESS PHONE: 8154770424 MAIL ADDRESS: STREET 1: 475 W. TERRA COTTA AVE. SUITE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 S-8 1 c85804sv8.txt REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2004 REGISTRATION NO. 333-____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 APTARGROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3853103 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 475 WEST TERRA COTTA AVENUE, SUITE E CRYSTAL LAKE, ILLINOIS 60014 (Address of principal executive offices) APTARGROUP, INC. 2004 STOCK AWARDS PLAN APTARGROUP, INC. 2004 DIRECTOR STOCK OPTION PLAN (Full title of the plan) Copy to: STEPHEN J. HAGGE GARY D. GERSTMAN EXECUTIVE VICE PRESIDENT, SIDLEY AUSTIN BROWN & WOOD LLP CHIEF FINANCIAL OFFICER AND SECRETARY BANK ONE PLAZA 475 WEST TERRA COTTA AVENUE, SUITE E CHICAGO, ILLINOIS 60603 CRYSTAL LAKE, ILLINOIS 60014 (312) 853-7000 (815) 477-0424 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE SHARE PRICE - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value 2,580,000 shares $39.30 (1) $101,394,000 (1) $12,846.62 - ------------------------------------------------------------------------------------------------------------------------------------ Preferred Stock Purchase Rights 2,580,000 (2) -- (2) -- (2) -- (2) - ------------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933, based upon the average of the high and low sale prices of the Common Stock of the Registrant on the New York Stock Exchange on May 21, 2004. (2) Rights are initially carried and traded with the Common Stock of the Registrant. Value attributable to such Rights, if any, is reflected in the market price of the Common Stock. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by AptarGroup, Inc. (the "Company") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2003. (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since December 31, 2003. (c) The description of the Company's common stock, par value $.01 per share (the "Common Stock"), which is contained in the Registration Statement on Form 8-A filed with the Commission on April 5, 1993 under the Exchange Act, and the description of the associated preferred stock purchase rights (the "Rights"), which is contained in the Registration Statement on Form 8-A filed with the Commission on April 7, 2003 under the Exchange Act, including in each case any subsequent amendment or any report filed for the purpose of updating such descriptions. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and all documents filed by the Plan pursuant to Section 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") provides that, to the fullest extent permitted by the Delaware General Corporation Law (the "DGCL"), as the same exists or may be amended, a director of the Company shall not be liable to the Company or its stockholders for monetary damages for a breach of fiduciary duty as a director. In accordance with Section 102(b)(7) of the DGCL, no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except for (i) breach of the director's duty of loyalty to the Company or its stockholders, (ii) acts or omissions -2- not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends under Section 174 of the DGCL or (iv) transactions from which the director derives an improper personal benefit. The Certificate of Incorporation provides for indemnification of directors and officers to the fullest extent permitted by the DGCL, as amended from time to time. Under Article Thirteen of the Certificate of Incorporation, the Company may maintain insurance on behalf of any person who is or was a director, officer or employee of the Company or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to any employee benefit plan) against any liability asserted against such person in such capacity, whether or not the Company would have the power to indemnify such person against such liability under the provisions of Article Thirteen of the Certificate of Incorporation. Reference is made to Section 145 of the DGCL, which provides for indemnification of directors and officers in certain circumstances. Pursuant to Section 145 of the DGCL and the Certificate of Incorporation, the Company maintains directors' and officers' liability insurance coverage. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index. ITEM 9. 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 Securities Act of 1933; (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; Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and -3- (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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any 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 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 Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. -4- SIGNATURES The Registrant. 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 Crystal Lake, State of Illinois, on this 26th day of May, 2004. APTARGROUP, INC. By: /s/ Stephen J. Hagge --------------------------------- Stephen J. Hagge Executive Vice President, Chief Financial Officer and Secretary KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen J. Hagge and Ralph A. Poltermann, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, including any filings under Rule 462 promulgated under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, 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 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 by the following persons in the capacities indicated on this 26th day of May, 2004. /s/ King Harris Chairman of the Board and Director - ---------------------------------- King Harris /s/ Carl A. Siebel President and Chief Executive Officer - ---------------------------------- and Director Carl A. Siebel (Principal Executive Officer) /s/ Peter Pfeiffer Vice Chairman of the Board - ---------------------------------- and Director Peter Pfeiffer /s/ Stephen J. Hagge Executive Vice President, Chief - ---------------------------------- Financial Officer, Secretary and Stephen J. Hagge Director (Principal Accounting and Financial Officer) /s/ Alain Chevassus Director - ---------------------------------- Alain Chevassus /s/ Rodney L. Goldstein Director - ---------------------------------- Rodney L. Goldstein /s/ Ralph Gruska Director - ---------------------------------- Ralph Gruska /s/ Leo A. Guthart Director - ---------------------------------- Leo A. Guthart /s/ Prof. Dr. Robert W. Hacker Director - ---------------------------------- Prof. Dr. Robert W. Hacker /s/ Dr. Joanne C. Smith Director - ---------------------------------- Dr. Joanne C. Smith -5- INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 Exhibit Number Description of Exhibit - ------- ---------------------- 4(a) Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3(i) to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1999, File No. 1-11846). 4(b) Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-11846). 4(c) Rights Agreement dated as of April 7, 2003 between the Company and National City Bank, as rights agent (incorporated by reference to Exhibit 1 of the Company's Registration Statement on Form 8-A filed under the Exchange Act, File No. 1-11846). 4(d) Certificate of Designation of the Series B Junior Participating Preferred Stock of the Company dated April 7, 2003 (incorporated by reference to Exhibit 2 of the Company's Registration Statement on Form 8-A filed under the Exchange Act, File No. 1-11846). 4(e) AptarGroup, Inc. 2004 Stock Awards Plan (incorporated by reference to Appendix A to the Proxy Statement for the 2004 Annual Meeting of Stockholders filed under the Exchange Act, File No. 1-11846). 4(f) AptarGroup, Inc. 2004 Director Stock Option Plan (incorporated by reference to Appendix B to the Proxy Statement for the 2004 Annual Meeting of Stockholders filed under the Exchange Act, File No. 1-11846). *5 Opinion of Sidley Austin Brown & Wood LLP *23(a) Consent of Sidley Austin Brown & Wood LLP (included in its opinion filed as Exhibit 5). *23(b) Consent of PricewaterhouseCoopers LLP. *24 Powers of Attorney (contained in the signature page to this Registration Statement). - -------------------------------- * Filed herewith. EX-5 2 c85804exv5.txt OPINION OF SIDLEY AUSTIN BROWN & WOOD LLP SIDLEY AUSTIN BROWN & WOOD LLP BEIJING BANK ONE PLAZA LOS ANGELES 10 S. DEARBORN STREET BRUSSELS CHICAGO, ILLINOIS 60603 NEW YORK TELEPHONE 312 853 7000 CHICAGO FACSIMILE 312 853 7036 SAN FRANCISCO www.sidley.com DALLAS SHANGHAI FOUNDED 1866 GENEVA SINGAPORE HONG KONG TOKYO LONDON WASHINGTON, D.C. Exhibit 5 May 26, 2004 AptarGroup, Inc. 475 West Terra Cotta Avenue, Suite E Crystal Lake, Illinois 60014 Re: AptarGroup, Inc. Registration on Form S-8 Ladies and Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") being filed by AptarGroup, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 2,580,000 shares of Common Stock, par value $.01 per share (the "Shares"), of the Company, together with 2,580,000 Preferred Stock Purchase Rights (the "Rights") associated therewith, to be issued under the Company's 2004 Stock Awards Plan and 2004 Director Stock Option Plan (collectively, the "Plans"). The terms of the Rights are set forth in the Rights Agreement dated as of April 7, 2003 (the "Rights Agreement") between the Company and National City Bank, as Rights Agent. We are familiar with the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-laws of the Company and the resolutions of the Board of Directors of the Company relating to the Plans and the Registration Statement, the Plans and the Registration Statement. In this connection, we have examined such records, documents and questions of law, and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for the opinions set forth herein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination. SIDLEY AUSTIN BROWN & WOOD LLP IS AN ILLINOIS LIMITED LIABILITY PARTNERSHIP PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO AptarGroup, Inc. May 26, 2004 Page 2 Based upon the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares will be legally issued, fully paid and non-assessable when (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) the Company's Board of Directors or a duly authorized committee thereof shall have duly adopted final resolutions authorizing the issuance of the Shares as contemplated by the Registration Statement and the relevant Plan; and (iii) certificates representing such Shares shall have been duly executed, countersigned and registered and duly delivered against receipt by the Company of the consideration (not less than the par value thereof), if any, provided in the applicable Plan. 3. The Rights associated with the Shares referred to in paragraph 2 will be legally issued when (i) such Rights have been duly issued in accordance with the terms of the Rights Agreement; and (ii) certificates representing such Shares shall have been duly executed, countersigned and registered and duly delivered against receipt by the Company of the consideration (not less than the par value thereof), if any, provided in the applicable Plan. We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states or the District of Columbia to the issuance and sale of the Shares or the associated Rights. This opinion letter is limited to the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons from whom consent is required by Section 7 of the Act or the related rules promulgated by the Commission. Very truly yours, /s/ Sidley Austin Brown & Wood LLP EX-23.(B) 3 c85804exv23wxby.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 10, 2004 relating to the financial statements of AptarGroup, Inc., which appears in the AptarGroup Inc. Annual Report on Form 10-K for the year ended December 31, 2003. We also consent to the incorporation by reference of our report dated February 10, 2004 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ Pricewaterhouse Coopers LLP - ------------------------------- PricewaterhouseCoopers LLP May 24, 2004 -----END PRIVACY-ENHANCED MESSAGE-----