-----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, EZEaa96NE4bPxDXceM6GEpGDkqG3Syo/u6q3JjCL47nj96ZjbeSFiSbxwQxwDS6G zOjq1rjiWyi/xwfawv9s0w== 0000950129-96-001489.txt : 19960711 0000950129-96-001489.hdr.sgml : 19960711 ACCESSION NUMBER: 0000950129-96-001489 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960710 EFFECTIVENESS DATE: 19960729 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWOOD PROMOTIONAL PRODUCTS INC CENTRAL INDEX KEY: 0000902793 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 742553074 STATE OF INCORPORATION: TX FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07877 FILM NUMBER: 96593026 BUSINESS ADDRESS: STREET 1: 70 NE LOOP 410 SUITE 295 STREET 2: THE RENAISSANCE PLAZA CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2102277629 S-8 1 NORWOOD PROMOTIONAL PRODUCTS, INC. 1 As filed with the Securities and Exchange Commission on July 10, 1996. Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION 450 FIFTH STREET N.W. WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- NORWOOD PROMOTIONAL PRODUCTS, INC. (Exact name of registrant as specified in its charter) TEXAS 74-2553074 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 70 N.E. LOOP 410, SUITE 295 78216 SAN ANTONIO, TEXAS (Zip Code) (Address of Principal Executive Offices) ---------------------- 1993 NONQUALIFIED STOCK OPTION PLAN (Full title of the plan) ---------------------- J. MAX WAITS COPY TO: CHIEF FINANCIAL OFFICER WILLIAM R VOLK, ESQ. 70 N.E. LOOP 410, SUITE 295 HUGHES & LUCE, L.L.P. SAN ANTONIO, TEXAS 78216 111 CONGRESS AVENUE, SUITE 900 (Name, address and telephone number, AUSTIN, TEXAS 78701 including area code, of agent for service) (512) 482-6800 ---------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================== PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE (2) FEE(2) - ------------------------------------------------------------------------------------------------------------------------ Shares of Common Stock, no 11,028 $5.25 $57,897.00 $100.00 par value per share . . . . . ========================================================================================================================
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement is deemed to include additional shares of Common Stock of the registrant issuable under the terms of the 1993 Nonqualified Stock Option Plan to prevent dilution resulting from any future stock split, stock dividend or similar transaction. (2) Calculated pursuant to Rule 457(h) of the Securities Act. The price per share of the Common Stock offered pursuant to the plan is based on 11,028 shares of Common Stock reserved for issuance under the 1993 Nonqualified Stock Option Plan subject to options issued thereunder at an exercise price of $5.25 per share. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS EXPLANATORY NOTE The information required by Items 1 and 2 of Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement on Form S-8 in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I on Form S-8. I-1 3 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The registrant hereby incorporates by reference in this Registration Statement the following documents previously filed by the registrant with the Securities and Exchange Commission (the "Commission"): (1) the description of the Common Stock, no par value per share, of the registrant (the "Common Stock") set forth in the Registration Statement on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all amendments and reports which have been filed for the purpose of updating such description. (2) the registrant's Annual Report on Form 10-K for the fiscal year ended September 2, 1995; (3) the registrant's Quarterly Reports on Form 10-Q for the quarters ended December 2, 1995 and March 2 and June 1, 1996; and All documents filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents until such time as there shall have been filed a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities remaining unsold at the time of such amendment. ITEM 4. DESCRIPTION OF SECURITIES. The information required by this item is not applicable to this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The information required by this item is not applicable to this Registration Statement. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The registrant has authority under Articles 2.02(A)(16) and 2.02-1 of the Texas Business Corporation Act (the "TBCA") to indemnify its directors and officers to the extent provided for in such statute. The registrant's Articles of Incorporation and Bylaws allow indemnification of directors and officers to the full extent permitted by said provisions of the TBCA. The TBCA provides in part that a corporation may indemnify a director or officer or other person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director, officer, employee or agent of the corporation, if it is determined that (i) such person conducted himself in good faith; (ii) reasonably believed, in the case of conduct in his official capacity as a director or officer of the corporation, that his conduct was in the corporation's best interests, and, in all other cases, that his conduct was at least not opposed to the corporation's best interest; and (iii) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. II-1 4 A corporation may indemnify a person under the TBCA against judgments, penalties (including excise and similar taxes), fines, settlement, and reasonable expenses actually incurred by the person in connection with the proceeding. If the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the corporation. A corporation may also pay or reimburse expenses incurred by a person in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding. Reference is also made to the Articles of Incorporation, which limit or eliminate a director's liability for monetary damages to the registrant or its shareholders for acts or omissions in the director's capacity as a director, except that the Articles of Incorporation do not eliminate or limit the liability of a director for (i) a breach of the director's duty of loyalty to the registrant or its shareholders, (ii) an act or omission not in good faith that constitutes a breach of duty of the director to the registrant or an act or omission that involves intentional misconduct or a knowing violation of the law, (iii) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, or (iv) an act or omission for which the liability of a director is expressly provided for by an applicable statute. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The information required by this item is not applicable to this Registration Statement. ITEM 8. EXHIBITS. The following documents are filed as a part of this Registration Statement. (a) Exhibits. The following documents are filed as a part of this registration statement.
Exhibit Description of Exhibit ------- ---------------------- 4.1 Articles of Incorporation of the registrant, as amended (incorporated by reference to Exhibit 3.1 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed with the Commission on April 28, 1993). 4.2 Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed with the Commission on April 28, 1993). 4.3 1993 Nonqualified Stock Option Plan of the registrant (incorporated by reference to Exhibit 10.18 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed with the Commission on April 28, 1993). 4.4 Form of 1993 Nonqualified Stock Option Agreement under the 1993 Nonqualified Stock Option Plan of the registrant (attached as an exhibit to item 4.3).
II-2 5 5.1 Opinion of Hughes & Luce, L.L.P. 23.1 Consent of Hughes & Luce, L.L.P. (included in their opinion filed as Exhibit 5.1). 23.2 Consent of Ernst & Young, LLP. 24.1 Power of Attorney (see signature page of this Registration Statement).
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 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; (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; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered that 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, 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 Securities 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 of 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. II-3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all 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 San Antonio, Texas, on July 2, 1996: NORWOOD PROMOTIONAL PRODUCTS, INC. By: /s/ ROBERT P. WHITESELL ------------------------------------- Robert P. Whitesell President and Chief Operating Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Frank P. Krasovec and Robert P. Whitesell, 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 (including post-effective amendments) to this registration statement, and to file the same with all exhibits, thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- Chairman and Chief Executive Officer and Director (Principal /s/ FRANK P. KRASOVEC Executive Officer) June 30, 1996 - ----------------------------------------- Frank P. Krasovec President and Chief Operating /s/ ROBERT P. WHITESELL Officer and Director June 30, 1996 - ------------------------------------------ Robert P. Whitesell Chief Financial Officer, Secretary and Treasurer (Principal Financial and /s/ J. MAX WAITS Accounting Officer) June 30, 1996 - ------------------------------------------ J. Max Waits
II-4 7 /s/ JOHN H. JOSEPHSON Director June 30, 1996 - ------------------------------------------ John H. Josephson /s/ ROBERT L. SEIBERT Director June 30, 1996 - -------------------------------------------- Robert L. Seibert /s/ JOHN H. WILSON III Director June 30, 1996 - ------------------------------------------- John H. Wilson III /s/ HAROLD HOLLAND Director June 30, 1996 - ------------------------------------------ Harold Holland
II-5 8 INDEX TO EXHIBITS
Exhibit No. Description of Exhibit ----------- ---------------------- 4.1 Articles of Incorporation of the registrant, as amended (incorporated by reference to Exhibit 3.1 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed with the Commission on April 28, 1993). 4.2 Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed with the Commission on April 28, 1993). 4.3 1993 Nonqualified Stock Option Plan of the registrant. (incorporated by reference to Exhibit 10.18 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed with the commission on April 28, 1993. 4.4 Form of 1993 Nonqualified Stock Option Agreement under 1993 Nonqualified Stock Option Plan of the registrant (attached as an exhibit to item 4.3). 5.1 Opinion of Hughes & Luce, L.L.P. 23.1 Consent of Hughes & Luce, L.L.P. (included in their opinion filed as Exhibit 5.1). 23.2 Consent of Ernst & Young, LLP. 24.1 Power of Attorney (see signature page of this Registration Statement).
EX-5.1 2 OPINION OF HUGHES & LUDE, L.L.P. 1 EXHIBIT 5.1 [HUGHES & LUCE, L.L.P. LETTERHEAD] July 2, 1996 Norwood Promotional Products, Inc. 70 NE Loop 410, Suite 295 San Antonio, TX 78216 Ladies and Gentlemen: We have acted as counsel to Norwood Promotional Products, Inc., a Texas corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on or about July 8, 1996, under the Securities Act of 1933, as amended (the "Securities Act"), relating to 11,028 shares (the "Shares") of common stock, no par value, (the "Common Stock") of the Company that may be offered under the 1993 Nonqualified Stock Option Plan (the "Plan"), or that are offered on the exercise of any stock options (collectively, the "Stock Options") granted or that may be granted under the Plan. In connection with this opinion, we have examined and relied upon the original, or copies identified to our satisfaction, of (i) the articles of incorporation and the bylaws of the Company, in each case, as amended; (ii) minutes and records of the corporate proceedings of the Company with respect to the establishment of the Plan, the issuance of shares of Common Stock pursuant to the Plan and related matters; (iii) the Registration Statement and exhibits thereto, including the Plan; and (iv) such other documents and instruments as we have deemed necessary for the expression of opinions herein contained. In making these examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies. As to various questions of fact material to this opinion, and as to the content and form of the articles of incorporation, the bylaws, minutes, records, resolutions and other documents or writings of the Company, we have relied upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent investigation or verification of their accuracy. Based upon our examination and consideration of, and reliance on the documents and other matters described above, we are of the opinion that the Company presently has available at least 11,028 shares of authorized but unissued Common Stock or treasury shares of Common 2 [HUGHES & LUCE LETTERHEAD] Norwood Promotional Products, Inc. July 2, 1996 Page 2 Stock currently issuable pursuant to the Plan from which the 11,028 of Common Stock proposed to be offered under the Plan or to be sold pursuant to the exercise of Stock Options granted or to be granted under the Plan may be issued. Assuming that (i) the outstanding Shares and Stock Options were duly granted, the Shares and Stock Options to be granted in the future are duly granted in accordance with the terms of the Plan and the shares of Common Stock to be issued in the future are duly issued in accordance with the terms of the Plan, and the Stock Options, (ii) the Company maintains an adequate number of authorized but unissued shares or treasury shares of Common Stock available for issuance to those persons to whom Shares are offered under the Plan or who exercise Stock Options granted under the Plan, and (iii) the consideration for shares of Common Stock issued pursuant to the Plan and pursuant to such Stock Options, as the case may be, is actually received by the Company as provided in the Plan and the respective Stock Options, the Shares issued in accordance with the terms of the Plan and issued pursuant to the exercise of the Stock Options granted under and in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to references to our firm included in or made a part of the Registration Statement under the caption "Legal Matters." In giving this consent, we do not admit that we come within the category of person whose consent is required under the Rules and Regulations of the Securities Securities and Exchange Commission thereunder. Very truly yours, HUGHES & LUCE, L.L.P. By: /s/ WILLIAM R. VOLK ------------------------- William R. Volk, Partner EX-23.2 3 CONSENT OF ERNST & YOUNG, LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1993 Nonqualified Stock Option Plan of our report dated October 5, 1995, with respect to the consolidated financial statements and schedule of Norwood Promotional Products, Inc. included in its Annual Report (Form 10-K) for the year ended September 2, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP --------------------------- Ernst & Young LLP San Antonio, Texas July 2, 1996 -----END PRIVACY-ENHANCED MESSAGE-----