-----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, CGXPw/y39O1RHQi9IZSV4VIUS1SOPZMJHvUdMbggkAdvdkGf5Fl0carbEav3v01o fzkkwi4wlQYBQR6olzcT2A== 0000892251-96-000086.txt : 19960606 0000892251-96-000086.hdr.sgml : 19960606 ACCESSION NUMBER: 0000892251-96-000086 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960605 EFFECTIVENESS DATE: 19960624 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD REGISTER CO CENTRAL INDEX KEY: 0000093456 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 310455440 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05231 FILM NUMBER: 96577042 BUSINESS ADDRESS: STREET 1: 600 ALBANY ST CITY: DAYTON STATE: OH ZIP: 45401 BUSINESS PHONE: 5134341000 MAIL ADDRESS: STREET 1: 600 ALBANY STREET STREET 2: P O BOX 1167 CITY: DAYTON STATE: OH ZIP: 45401-1167 S-8 1 As filed with the Securities and Exchange Commission on June 5, 1996 Registration No. 333- _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ Incorporated THE STANDARD REGISTER COMPANY I.R.S. Employer Under the Laws 600 ALBANY STREET Identification No. of Ohio DAYTON, OHIO 45401 31-0455440 (513) 443-1000 _____________________________________ DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN _____________________________________ Gary P. Kreider, Esq. Keating, Muething & Klekamp One East Fourth Street Cincinnati, Ohio 45202 (513) 579-6411 (Agent for Service of Process) CALCULATION OF REGISTRATION FEE __________________________________________________________________________ Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities To Be Price Offering Registration To Be Registered Registered(1) Per Share(2) Price(2) Fee(3) ________________ _____________ _____________ ___________ ___________ Common Stock, 100,000 $1.00 par value Shares $27.8125 $2,781,250 $960 __________________________________________________________________________ (1) This Registration Statement is filed for up to 100,000 shares issuable to employees, officers and directors of The Standard Register Company pursuant to the Dividend Reinvestment and Common Stock Purchase Plan. (2) Estimated solely for purposes of calculating registration fee. (3) Registration fee has been calculated pursuant to Rule 457(h) based on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on May 30, 1996 of $27.8125 per share. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by The Standard Register Company (the "Company") with the Securities and Exchange Commis- sion are incorporated herein by reference and made a part hereof: 1. The Company's Annual Report on Form 10-K dated January 1, 1996; 2. The Company's Quarterly Report on Form 10-Q dated April 30, 1996;and 3. The description of the Common Stock contained on the Company's Form 8-A Registration Statement under the Securities Exchange Act of 1934 effective May 13, 1996. All reports and other documents filed by the Company pursu- ant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all Common Stock offered has been sold or which deregisters all Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this Registra- tion Statement and to be a part hereof from the date of filing such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel The legality of the Common Stock offered hereby will be passed upon for the Company by Keating, Muething & Klekamp, 1800 Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202. Item 6. Indemnification of Directors and Officers Section 1701.13(E) of the Ohio General Corporation Law allows indemnification by the Registrant to any person made or threatened to be made a party to any proceedings, other than a proceeding by or in the right of the Registrant, by reason of the fact that the person is or was a director, officer, employee or agent of the Registrant, against expenses, including judgments and fines, if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to criminal actions, in which the person had no reasonable cause to believe that the person's conduct was unlawful. Similar provisions apply to actions brought by or in the right of the Registrant, except that, unless otherwise determined by the court, no indemnification shall be made in such cases when the person shall have been adjudged to be liable for negligence or misconduct to the Registrant. The right to indemnification is mandatory in the case of a director or officer who is successful on the merits or otherwise in defense of any action, suit or proceeding or any claim or issue, or who is successful on the merits or otherwise in defense of any action, suit or proceeding or any claim, issue or matter therein. Permissive indemnification is to be made by a court of competent jurisdiction, the majority vote of a quorum of disinterested directors, the written opinion of independent counsel or by the shareholders. The Registrant's Code of Regulations provides that the Registrant shall indemnify such persons to the fullest extent permitted by law. The Registrant maintains director and officer liability insurance which provides coverage against certain liabilities. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits *4.1 Dividend Reinvestment and Common Stock Purchase Plan (incorporated by reference to the Company's Form S-3 Registration Statement, Registration No. 333-02683) 5 Opinion of Keating, Muething & Klekamp. 23.1 Consent of Keating, Muething & Klekamp (contained on Exhibit 5). 23.2 Consent of Battelle & Battelle PLL. 24 Power of Attorney (contained on the signature page). ______________________ * Incorporated by reference as indicated. Item 9 Undertakings 9.1 The undersigned Registrant hereby undertakes to file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, 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 State- ment and 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 (i) and (ii) shall not apply if the information required to be included in a post-effective amendment is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by refer- ence in this Registration Statement. 9.2 The undersigned Registrant hereby undertakes 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. 9.3 The undersigned Registrant hereby undertakes 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. 9.4 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 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. 9.5 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 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 Regis- trant in the successful defense of any action, suit, or proceed- ing) is asserted by such director, officer or controlling person in connection with the securities being registered, the Regis- trant 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 indemnifica- tion by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 Dayton, Ohio, on June 5, 1996. THE STANDARD REGISTER COMPANY By: Peter S. Redding __________________________ Peter S. Redding President, Chief Executive Officer and Director 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 dates indicated. Persons whose names are marked with an asterisk (*) below hereby desig- nate Paul H. Granzow, Peter S. Redding or Craig J. Brown as their attorney-in-fact to sign all amendments, including any post- effective amendments, to this Registration Statement. Signature Capacity Date ____________________ ______________________ ______________ *Peter S. Redding President, Chief June 5, 1996 ____________________ Executive Officer and Peter S. Redding Director (Principal Executive Officer) *Craig J. Brown Senior Vice President - June 5, 1996 ____________________ Administration, Craig J. Brown Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) *Paul H. Granzow Chairman of the Board June 5, 1996 ____________________ of Directors Paul H. Granzow *Roy W. Begley, Jr. Director June 5, 1996 ____________________ Roy W. Begley, Jr. *F. David Clarke III Director June 5, 1996 ____________________ F. David Clarke III Director June __, 1996 *_________________ Dennis L. Rediker *___________________ Director June __, 1996 John J. Schiff, Jr. *___________________ Director June __, 1996 Charles F. Sherman *John Q. Sherman II Director June 5, 1996 ____________________ John Q. Sherman II *Graeme G. Keeping Director June 5, 1996 ____________________ Graeme G. Keeping *Ann Scavullo Director June 5, 1996 ____________________ Ann Scavullo EX-5 2 EXHIBIT 5 [Letterhead of Keating, Muething & Klekamp] FACSIMILE (513) 579-6956 June 5, 1996 Direct Dial: (513) 579-6411 The Standard Register Company 600 Albany Street Dayton, Ohio 45401 Dear Sir or Madam: We serve as counsel to The Standard Register Company (the "Company") and are familiar with its Articles of Incorporation, Code of Regulations and corporate proceedings generally. We have reviewed the corporate records as to the establishment of the Company's Dividend Reinvestment and Common Stock Purchase Plan and the issuance of up to 100,000 shares of Common Stock, $1.00 par value per share (the "Common Stock"), of The Standard Register Company to employees, officers and directors. Based upon such examination and considerations, we are of the opinion: 1. That the Company is a duly organized and validly existing corporation under the laws of the State of Ohio; and 2. That the Company has taken all necessary and required corporate actions in connection with the proposed issuance of up to 100,000 shares of Common Stock in accordance with the Plan and that Common Stock, when so issued and delivered, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. We hereby consent to be named in the Registration Statement and the Prospectus part thereof as the attorneys who have passed upon legal matters in connection with the issuance of the aforesaid Common Stock and to the filing of this opinion as an exhibit to the Registration Statement. Yours truly, KEATING, MUETHING & KLEKAMP BY: Gary P. Kreider _________________________ Gary P. Kreider EX-23 3 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our Report on the Financial Statements and Schedules of The Standard Register Company included in the Annual Report on Form 10-K for the year ended December 31, 1995. BATTELLE & BATTELLE PLL /s/Battelle & Battelle PLL ___________________________ Dayton, Ohio June 4, 1996 -----END PRIVACY-ENHANCED MESSAGE-----