-----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, BLmhKEIQ5ww5slfFqUXFwb+TRCRp4YHrAUqbH3juiG2A5O9v7+sBvRRWkG5uVEro 1HP9C6zDuUHjpTFFeRVISQ== 0000950172-00-000366.txt : 20000223 0000950172-00-000366.hdr.sgml : 20000223 ACCESSION NUMBER: 0000950172-00-000366 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000222 EFFECTIVENESS DATE: 20000222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVEX PACKAGING CORP /DE/ CENTRAL INDEX KEY: 0000900367 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, FOIL & COATED PAPER BAGS [2673] IRS NUMBER: 760171625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-30880 FILM NUMBER: 550722 BUSINESS ADDRESS: STREET 1: 100 TRI STATE DR STREET 2: SUITE 200 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 7089459100 MAIL ADDRESS: STREET 1: 100 TRI STATE DRIVE STREET 2: SUITE 200 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: IVEX HOLDINGS CORP DATE OF NAME CHANGE: 19940920 S-8 1 S-8 As filed with the Securities and Exchange Commission on February 22, 2000 Registration No. ______ - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------------------ IVEX PACKAGING CORPORATION (Exact name of registrant as specified in its charter) ------------------------ DELAWARE 76-0171625 (State of incorporation) (I.R.S. employer identification number) 100 TRI-STATE DRIVE, SUITE 200 LINCOLNSHIRE, ILLINOIS 60069 (Address of principal executive offices, including zip code) IVEX PACKAGING CORPORATION 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (FULL TITLE OF THE PLAN) G. Douglas Patterson Vice President and General Counsel Ivex Packaging Corporation 100 Tri-State Drive, Suite 200 Lincolnshire, Illinois 60069 (847) 945-9100 (Name, address and telephone number, including area code, of agent for service) ------------------------ With Copies To: William R. Kunkel, Esq. Skadden, Arps, Slate, Meagher & Flom (Illinois) 333 West Wacker Drive Chicago, Illinois 60606 (312) 407-0700 ------------------------
CALCULATION OF REGISTRATION FEE =============================================================================================== Proposed Maximum Proposed Maximumn Amount of Title of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered Registered per Share (1)(2) Price (2) Fee (3) - ----------------------------------------------------------------------------------------------- Common Stock, 100,000(4) $8.625 $862,500 $227.70 par value $.01 per share ===============================================================================================
(1) In accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of calculating the registration fee, the maximum offering price per share is based on the average of the high and low sale prices for a share of common stock of Ivex Packaging Corporation (the "Common Stock") on the Composite Tape of the New York Stock Exchange on February 16, 2000. (2) Estimated solely for the purpose of calculating the registration fee. (3) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act. (4) Includes 100,000 shares of Common Stock available for issuance under the Ivex Packaging Corporation 1999 Stock Option Plan for Non-Employee Directors (the "Stock Option Plan"), plus such additional number of shares of Common Stock as may be issuable to prevent dilution under this plan. - ---------------------------------------------------------------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Introductory Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by the registrant, Ivex Packaging Corporation, a Delaware corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this registration statement: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, which was filed with the Commission on March 30, 1999. (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended (i) March 31, 1999, which was filed with the Commission on May 3, 1999, (ii) June 30, 1999, which was filed with the Commission on August 12, 1999 and (iii) September 30, 1999, which was filed with the Commission on November 15, 1999. (3) The Company's Current Report on Form 8-K which was filed with the Commission on March 3, 1999. (4) The description of the Company's Common Stock as set forth on the Registration Statements filed by the Company on Form 8-A (File No. 001-13968) on October 7, 1998 and March 3, 1999, both of which were filed pursuant to Section 12(b) of the Exchange Act, and any reports or amendments filed with the Commission for the purpose of updating such description. (5) There are no other reports filed pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of the last fiscal year ended December 31, 1998. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article Ninth of the Amended and Restated Certificate of Incorporation of the Company empowers the Company to indemnify its directors, officers, employees and agents to the extent and under the circumstances permitted by the General Corporation Law of Delaware (the "GCL"). The Amended and Restated By-Laws of the Company provide that directors and officers shall be indemnified against liabilities arising from their services as a director or officer of the Company to the fullest extent permitted by law. Section 145 of the GCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 also empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless, and only to the extent that, the Court of Chancery or the court in which such action was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent that a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation is empowered to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. In addition, the Company maintains liability insurance coverage for directors and officers, including, without limitation, coverage applicable in certain situations where the Company cannot pursuant to the GCL directly indemnify such directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company 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. A list of exhibits is set forth on the Exhibit Index which immediately precedes the exhibits and which is incorporated by reference herein. ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: (a) (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; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement; and (iii) 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; 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 Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities 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. (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) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. (c) Insofar as indemnification for liabilities arising under the Securities 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 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 Securities Act and will be governed by the final adjudication of such issue. 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 Lincolnshire, State of Illinois, on this 22nd day of February, 2000. IVEX PACKAGING CORPORATION (Registrant) By: /s/ G. Douglas Patterson ------------------------------ G. Douglas Patterson Vice President and General Counsel POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints G. Douglas Patterson his true and lawful attorney-in-fact and agent 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 all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or 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 attorney-in-fact and agent, or his 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 by the following persons in the capacities and on the date indicated. NAME TITLE DATE ---- ----- ---- /s/ George V. Bayly Chairman of the Board, February 22, 2000 - -------------------------- President and Chief George V. Bayly Executive Officer (Principal Executive Officer) /s/ Frank V. Tannura Vice President and Chief February 22, 2000 - -------------------------- Financial Officer and Frank V. Tannura Director (Principal Financial Officer) /s/ David E. Wartner Corporate Controller February 22, 2000 - -------------------------- (Principal Accounting David E. Wartner Officer) /s/ Glenn R. August Director February 22, 2000 - -------------------------- Glenn R. August /s/ R. James Comeaux Director February 22, 2000 - -------------------------- R. James Comeaux /s/ Anthony P. Scotto Director February 22, 2000 - -------------------------- Anthony P. Scotto /s/ William J. White Director February 22, 2000 - -------------------------- William J. White EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 4.1 Form of certificate representing shares of Common Stock (incorporated by reference to the Company's Registration Statement on Form S-1 (Registration No. 33-95436)). 5 Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois). 23.1 Consent of PricewaterhouseCoopers LLP, independent auditors. 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (included as part of Exhibit 5). 24 Power of Attorney (included on the signature page hereto). 99.1 Ivex Packaging Corporation 1999 Stock Option Plan for Non-Employee Directors (incorporated by reference to the Company's Definitive Schedule 14A filed with the Commission on May 11, 1999 (File No. 001-13968)). EX-5 2 EXHIBIT 5 - OPINION February 22, 2000 Ivex Packaging Corporation 100 Tri-State Drive, Suite 200 Lincolnshire, IL 60069 Re: Registration Statement on Form S-8 of Ivex Packaging Corporation Ladies and Gentlemen: We have acted as special counsel to Ivex Packaging Corporation, a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8, which is being filed by the Company with the Securities and Exchange Commission (the "Commission") on the date hereof (the "Registration Statement"), relating to the registration and issuance by the Company under the Securities Act of 1933, as amended (the "Act"), of up to an aggregate of 100,000 shares (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), pursuant to the Company's 1999 Stock Option Plan for Non-Employee Directors (the "Plan"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. In our examination we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinion which we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others. We assume that the Company will have at the time of the issuance of any Shares under the Plan at least that number of authorized but unissued shares of Common Stock equal to the number of Shares to be issued pursuant to the Plan. In rendering the opinions set forth herein, we have examined and relied on originals or copies of the following: (a) the Registration Statement; (b) the Plan; (c) the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Company, as presently in effect; (d) a specimen certificate representing the Common Stock; and (e) copies of certain resolutions of the Board of Directors of the Company relating to the Plan, the Shares and related matters. We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware. Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, and assuming the conformity of the certificates representing the Shares to the form of the specimen thereof examined by us and the due execution of such certificates, we are of the opinion that the Shares have been duly authorized by requisite corporate action by the Company, and, when issued, delivered and paid for in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom (Illinois) EX-23 3 EXHIBIT 23.1 - CONSENT CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 25, 1999 except Note 16 which is as of February 10, 1999 relating to the financial statements, which appears in the 1998 Annual Report to Shareholders of Ivex Packaging Corporation, which is incorporated by reference in Ivex Packaging Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report dated January 25, 1999 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K. /S/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Chicago, Illinois February 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----