-----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, TCB/zecEGAVqzED1CEvosRBGkHaHI4WoKEkfP9iVdyIZXWCuXzx7tfxalb26l4tw TZ6M9xwElGH3rj6o73qv6A== 0000892251-97-000275.txt : 19971224 0000892251-97-000275.hdr.sgml : 19971224 ACCESSION NUMBER: 0000892251-97-000275 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971223 EFFECTIVENESS DATE: 19971223 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: SEC FILE NUMBER: 333-43055 FILM NUMBER: 97743184 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 THE STANDARD REGISTER COMPANY FORM S-8 As filed with the Securities and Exchange Commission on December 23, 1997 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 Deferred Compensation Plan Management Incentive Compensation 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 To Be Price Offering Registration Be Registered Registered(1) Per Unit(2) Price(2) Fee(3) - -------------------------------------------------------------------------------- Deferred Compensation Obligations $1,500,000 $1 $1,500,000 Common Stock, par value $1.00 per share 15,000 Shares $34.9375 $524,062.50 $687 - -------------------------------------------------------------------------------- (1) This Registration Statement is filed for up to $1,500.000 in cash Deferred Compensation Obligations issuable pursuant to The Standard Register Company Deferred Compensation Plan and 15,000 shares of the common stock, $1.00 par value per share, of The Standard Register Company issuable in connection with its Management Incentive Compensation Plan. (2) Estimated solely for purposes of calculating registration fee. (3) Registration fee has been calculated pursuant to Rule 457(h). - 2 - 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 Commission are incorporated herein by reference and made a part hereof: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1996; 2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 30, 1997, June 29, 1997 and September 28, 1997; 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 pursuant 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 Registration Statement and to be a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES This Registration Statement registers up to $1,500,000 in Deferred Compensation Obligations issuable pursuant to The Standard Register Company Deferred Compensation Plan and 15,000 shares of the common stock of The Standard Register Company issuable in connection with its Management Incentive Compensation Plan. The common stock issuable under the Management Incentive Compensation Plan is described in documents incorporated by reference in this Registration Statement as set forth above. Under the Deferred Compensation Plan, the Company will provide eligible employees the opportunity to defer a specified percentage of their compensation. The obligation of the Company ultimately to pay such deferred amounts in accordance with the Deferred Compensation Plan (the "Deferred Obligations") will be unsecured general obligations of the Company and will rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. - 3 - The amount of compensation to be deferred by each participating employee will be determined in accordance with the Deferred Compensation Plan based on elections by the employee. Each distribution under the Deferred Compensation Plan will be made on a date selected by the employee participant in accordance with the terms of the Deferred Compensation Plan. Participants' accounts will be adjusted for earnings determined by deemed investment vehicles elected by participants. The the Board of Directors of the Company may amend the possible deemed investment vehicles from time to time in its sole discretion. Such obligations will be denominated and be payable in United States dollars. Any employee participant's right or the right of any other person to the Deferred Obligations cannot be transferred, pledged, or encumbered except by a written designation of a beneficiary under the Deferred Compensation Plan. The Deferred Obligations are not subject to redemption, in whole or in part, prior to the individual payment dates specified by the participating employees, at the option of the Company or through operation of a mandatory or optional sinking fund of analogous provision. However, the Company reserves the right to amend or terminate the Deferred Compensation Plan at any time, except that no such amendment or termination shall reduce retroactively the right of an employee participant to the balance of his or her deferred account as of the date of such amendment or termination. The Deferred Obligations are not convertible into another security of the Company. The Deferred Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. No trustee has been appointed having the authority to take action with respect to the Deferred Obligations and each employee participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers or amendments pertaining to the Deferred Obligations, enforcing covenants and taking action upon a default. 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, P.L.L., 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 - 4 - 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 Management Incentive Compensation Plan (incorporated by reference to the Company's Proxy Statement dated March 21, 1997) 4.2 Form of Deferred Compensation Plan 5 Opinion of Counsel. 23.1 Consent of Counsel (contained on Exhibit 5). 23.2 Consent of Battelle & Battelle PLL. 24 Power of Attorney (contained on the signature page). 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: - 5 - 1. to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 2. 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. 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 end 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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. 3. 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; 9.2 The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-ef9fective 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 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 - 6 - 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 Act and will be governed by the final adjudication of such issue. - 7 - 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 December 23, 1997. 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 designate Paul H. Granzow, Peter S. Redding or Craig J. Brown as their attorney-in-fact to sign all amendments, including post-effective amendments, to this Registration Statement. Signature Capacity Date --------- -------- ---- * Peter S. Redding - ------------------------ President, Chief December 23, 1997 Peter S. Redding Executive Officer and Director (Principal Executive Officer) * Craig J. Brown - ------------------------ Senior Vice President - December 23, 1997 Craig J. Brown Administration, Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) - 8 - Signature Capacity Date --------- -------- ---- *Paul H. Granzow - ------------------------ Chairman of the December 23, 1997 Paul H. Granzow Board of Directors *Roy W. Begley , Jr. - ------------------------ Director December 23, 1997 Roy W. Begley, Jr. *F. David Clarke, III - ------------------------ Director December 23, 1997 F. David Clarke, III * - ------------------------ Director December __, 1997 Graeme G. Keeping * - ------------------------ Director December __, 1997 Dennis L. Rediker * - ------------------------ Director December __, 1997 Ann Scavullo * John J. Schiff, Jr. - ------------------------ Director December 23, 1997 John J. Schiff, Jr. *Charles F. Sherman - ------------------------ Director December 23, 1997 Charles F. Sherman * John Q. Sherman, II - ------------------------ Director December 23, 1997 John Q. Sherman, II EX-4 2 FORM OF DEFERRED COMPENSATION PLAN THE STANDARD REGISTER COMPANY DEFERRED COMPENSATION PLAN EFFECTIVE - JANUARY 1, 1998 THE STANDARD REGISTER COMPANY DEFERRED COMPENSATION PLAN Table of Contents Page ---- ARTICLE I.....................................................................1 1.1 Statement of Purpose..............................................1 ARTICLE II. DEFINITIONS.......................................................1 2.1 Account...........................................................1 2.2 Base Salary.......................................................1 2.3 Beneficiary.......................................................1 2.4 Board.............................................................1 2.5 Bonus.............................................................2 2.6 Change in Control.................................................2 2.7 Code..............................................................3 2.8 Committee.........................................................3 2.9 Compensation......................................................3 2.10 Company..........................................................3 2.11 Credited Service.................................................3 2.12 Deferral Account.................................................3 2.13 Deferral Benefit.................................................3 2.14 Deferral Election................................................3 2.15 Disability.......................................................4 2.16 Early Retirement.................................................4 2.17 Eligible Employee................................................4 2.18 Employer.........................................................4 2.19 Hardship Withdrawal..............................................4 2.20 Investment Return Rate...........................................4 2.21 Participant......................................................4 2.22 Participation Agreement..........................................4 2.23 Plan.............................................................5 2.24 Plan Year........................................................5 2.25 Retirement.......................................................5 2.26 Selected Affiliate...............................................5 2.27 Valuation Date...................................................5 ARTICLE III..ELIGIBILITY AND PARTICIPATION....................................5 3.1 Eligibility.......................................................5 3.2 Participation.....................................................6 3.3 Change in Participation Status....................................6 3.4 Ineligible Participant............................................6 ARTICLE IV..DEFERRAL OF COMPENSATION..........................................6 4.1 Amount of Deferral................................................6 4.2 Crediting Deferred Compensation...................................7 ARTICLE V..BENEFIT ACCOUNTS...................................................7 5.1 Valuation of Account..............................................7 5.2 Crediting of Investment Return....................................7 5.3 Statement of Account..............................................7 5.4 Vesting of Account................................................8 5.5 Investment Vehicles...............................................8 5.6 Transfers from Other Plan.........................................8 ARTICLE VI..PAYMENT OF BENEFITS...............................................8 6.1 Payment of Deferral Benefit upon Death, Disability or Retirement..........................................8 6.2 Payment of Deferral Benefit upon Termination......................9 6.3 Payments to Beneficiaries.........................................9 6.4 Hardship Withdrawal - "Haircut" Provisions........................9 6.5 Hardship Withdrawal...............................................9 6.6 Form of Payment..................................................10 6.7 Commencement of Payments.........................................10 6.8 Small Benefit....................................................10 ARTICLE VII..BENEFICIARY DESIGNATION.........................................11 7.1 Beneficiary Designation..........................................11 7.2 Change of Beneficiary Designation................................11 7.3 No Designation...................................................11 7.4 Effect of Payment................................................11 ARTICLE VIII..ADMINISTRATION.................................................11 8.1 Committee........................................................11 8.2 Agents...........................................................12 8.3 Binding Effect of Decisions......................................12 8.4 Indemnification of Committee.....................................12 ARTICLE IX..AMENDMENT AND TERMINATION OF PLAN................................12 9.1 Amendment........................................................12 9.2 Termination......................................................12 ARTICLE X..MISCELLANEOUS.....................................................13 10.1 Funding.........................................................13 10.2 Nonassignability................................................13 10.3 Legal Fees and Expenses.........................................13 10.4 Captions........................................................14 10.5 Governing Law...................................................14 10.6 Successors......................................................14 10.7 Right to Continued Service......................................14 EXHIBIT A....................................................................16 EXHIBIT B....................................................................17 ARTICLE I 1.1 STATEMENT OF PURPOSE This is the The Standard Register Company Deferred Compensation Plan (the "Plan") made in the form of this Plan and in related agreements between the Employer and certain management or highly compensated employees. The purpose of the Plan is to provide management and highly compensated employees of the Employer with the option to defer the receipt of portions of their compensation payable for services rendered to the Employer. It is intended that the Plan will assist in attracting and retaining qualified individuals to serve as officers and managers of the Employer. The Plan is effective as of January 1, 1998. ARTICLE II DEFINITIONS When used in this Plan and initially capitalized, the following words and phrases shall have the meanings indicated: 2.1 ACCOUNT. "Account" means a Participant's Deferral Account. 2.2 BASE SALARY. "Base Salary" means a Participant's base earnings paid by an Employer to a Participant without regard to any increases or decreases in base earnings as a result of (i) an election to defer base earnings under this Plan or (ii) an election between benefits or cash provided under a Plan of an Employer maintained pursuant to Section 125 or 401(k) of the Code and as limited in Exhibit B attached hereto. 2.3 BENEFICIARY. "Beneficiary" means the person or persons designated or deemed to be designated by the Participant pursuant to Article VII to receive benefits payable under the Plan in the event of the Participant's death. 2.4 BOARD. "Board" means the Board of Directors of the Company. 1 2.5 BONUS. "Bonus" means a Participant's bonus or sales commission paid by the Employer to a Participant under the plans listed in Exhibit B attached hereto and to the degree limited in Exhibit B, as applicable, without regard to any decreases as a result of (i) an election to defer all or any portion of a bonus under this Plan or (ii) an election between benefits or cash provided under a plan of the Employer maintained pursuant to Section 401(k) of the Code. 2.6 CHANGE IN CONTROL. "Change in Control" shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement, provided, however, that, anything in this Agreement to the contrary notwithstanding, a Change in Control shall be deemed to have occurred if: (a) Any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14 (d) (2) of the Exchange Act, becomes the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company, except that shares deemed beneficially owned by any Trustee under the Last Will and Testament of John Q. Sherman, deceased, or a trust created under an Agreement with William C. Sherman dated December 29, 1939, shall not be considered beneficially owned for purposes of this subparagraph. (b) During any period of two (2) consecutive years (not including any period prior to the execution of this Plan) individuals who at the beginning of such period constituted the Board and any new directors, whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the "Incumbent Directors"), cease for any reason to constitute a majority thereof; (c) There occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a "Transaction"), in each case, with respect to which the shareholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50 percent of the combined voting power of the Company or other corporation resulting from such Transaction; or (d) All or substantially all of the assets of the Company are sold, liquidated or distributed. 2 2.7 CODE. "Code" means the Internal Revenue Code of 1986, as amended. 2.8 COMMITTEE. "Committee" has the meaning set forth in Section 8.1. 2.9 COMPENSATION. "Compensation" means the Base Salary, Commission and Bonus, payable with respect to an Eligible Employee for each PlanYear. 2.10 COMPANY. "Company" means The Standard Register Company and Selected Affiliates (Standard Register) and any successor(s) thereto. 2.11 CREDITED SERVICE. "Credited Service" means the sum of all periods of a Participant's employment by the Company or a Selected Affiliate for which vesting service credit is given under the The Standard Register Company 401(k) Plan. 2.12 DEFERRAL ACCOUNT. "Deferral Account" means the account maintained on the books of the Employer for the purpose of accounting for the amount of Compensation that each Participant elects to defer under the Plan and for the amount of investment return credited thereto for each Participant pursuant to Article V. 2.13 DEFERRAL BENEFIT. "Deferral Benefit" means the benefit payable to a Participant or his or her Beneficiary pursuant to Article VI. 2.14 DEFERRAL ELECTION. "Deferral Election" means the written election made by a Participant to defer Compensation pursuant to Article IV. 3 2.15 DISABILITY. "Disability" means a Participant's Disability as defined under the Company's Long Term Disability Plan or its successors. 2.16 EARLY RETIREMENT. "Early Retirement" will be as granted by the Committee at its sole discretion. 2.17 ELIGIBLE EMPLOYEE. "Eligible Employee" means a highly compensated or management employee of the Company who is designated by the Committee, by name or group or description, in accordance with Section 3.1 as eligible to participate in the Plan. 2.18 EMPLOYER. "Employer" means, with respect to a Participant, the Company or the Selected Affiliate which pays such Participant's Compensation. 2.19 HARDSHIP WITHDRAWAL. "Hardship Withdrawal" has the meaning set forth in Section 6.5. 2.20 INVESTMENT RETURN RATE. "Investment Return Rate" means: (a) In the case of an investment named in Exhibit C of a fixed income nature, the interest deemed to be credited, (b) In the case of an investment named in Exhibit C of an equity investment nature, the increase and decrease in deemed value and dividends deemed to be credited. 2.21 PARTICIPANT. "Participant" means any Eligible Employee who elects to participate by filing a Participation Agreement. 2.22 PARTICIPATION AGREEMENT. "Participation Agreement" means the agreement filed by a Participant, in the form prescribed by the Committee, pursuant to Section 3.2. 4 2.23 PLAN. "Plan" means The Standard Register Company Deferred Compensation Plan, as amended from time to time. 2.24 PLAN YEAR. "Plan Year" means a twelve-month period commencing January 1 and ending the following December 31. 2.25 RETIREMENT. "Retirement" means the termination of a Participant who has reached age 55. 2.26 SELECTED AFFILIATE. "Selected Affiliate" means (1) any company in an unbroken chain of companies beginning with the Company if each of the companies other than the last company in the chain owns or controls, directly or indirectly, stock possessing not less than 50 percent of the total combined voting power of all classes of stock in one of the other companies, or (2) any partnership or joint venture in which one or more of such companies is a partner or venturer, each of which shall be selected by the Committee. 2.27 VALUATION DATE. "Valuation Date" means a date on which the amount of a Participant's Account is valued as provided in Article V. The Valuation Date shall be the end of the Plan Year and any other date determined by the Committee. 6 ARTICLE III ELIGIBILITY AND PARTICIPATION 3.1 ELIGIBILITY. Eligibility to participate in the Plan is limited to Eligible Employees. From time to time and subject to Section 3.4, the Committee shall prepare, and attach to the Plan as Exhibit A, a complete list of the Eligible Employees, by individual name or by reference to an identifiable group of persons or by descriptions of the components of compensation of an individual which would qualify individuals who are eligible to participate and all of whom shall be a select group of management or highly compensated employees. 6 5 3.2 PARTICIPATION. Participation in the Plan shall be limited to Eligible Employees who elect to participate in the Plan by filing a Participation Agreement with the Committee. An Eligible Employee shall commence participation in the Plan upon the first day of his or her first payroll period following the receipt of his or her Participation Agreement by the Committee. 3.3 CHANGE IN PARTICIPATION STATUS. A Participant may change a previously elected percentage during the election period each December of deferral of base salary and commission or elect to terminate his or her participation in the Plan. Changes will only become effective as of the beginning of the next Plan Year following receipt of the change in election by the Committee and in accordance with the Company's prevailing administrative procedures. Amounts credited to such Participant's Account with respect to periods prior to the effective date of such termination shall continue to be payable pursuant to, receive investment credit on, and otherwise be governed by, the terms of the Plan. 3.4 INELIGIBLE PARTICIPANT. Notwithstanding any other provisions of this Plan to the contrary, if the Committee determines that any Participant may not qualify as a "management or highly compensated employee" within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or regulations thereunder, the Committee may determine, in its sole discretion, that such Participant shall cease to be eligible to participate in this Plan. Upon such determination, the Employer shall make a sum payment to the Participant equal to the amount credited to his Account as soon as administratively practicable. Upon such payment, no benefit shall thereafter be payable under this Plan either to the Participant or any Beneficiary of the Participant, and all of the Participant's elections as to the time and manner of payment of his Account will be deemed to be canceled. ARTICLE IV DEFERRAL OF COMPENSATION 4.1 AMOUNT OF DEFERRAL. With respect to each Plan Year, a Participant may elect to defer a specified percentage of his or her Compensation up to the percentage of compensation defined and the terms described in Exhibit B attached hereto. 6 4.2 CREDITING DEFERRED COMPENSATION. The amount of Compensation that a Participant elects to defer under the Plan shall be credited by the Employer to the Participant's Deferral Account periodically, the frequency of which will be determined by the Committee. To the extent that the Employer is required to withhold any taxes or other amounts from a Participant's Deferred Compensation pursuant to any state, federal or local law, such amounts shall be withheld only from the Participant's compensation before such amounts are credited. ARTICLE V BENEFIT ACCOUNTS 5.1 VALUATION OF ACCOUNT. As of each Valuation Date, a Participant's Account shall consist of the balance of the Participant's Account as of the immediately preceding Valuation Date, plus the Participant's Deferred Compensation credited pursuant to Section 4.2 since the immediately preceding Valuation Date, plus investment return credited as of such Valuation Date pursuant to Section 5.2, minus the aggregate amount of distributions, if any, made from such Account since the immediately preceding Valuation Date. 5.2 CREDITING OF INVESTMENT RETURN. As of each Valuation Date, each Participant's Deferral Account shall be increased by the amount of investment return earned since the immediately preceding Valuation Date. Investment return shall be credited at the Investment Return Rate as of such Valuation Date based on the average balance of the Participant's Deferral Account since the immediately preceding Valuation Date, but after such Accounts have been adjusted for any contributions or distributions to be credited or deducted for such period. Investment return for the period prior to the first Valuation Date applicable to a Deferral Account shall be deemed earned ratably over such period. Until a Participant or his or her Beneficiary receives his or her entire Account, the unpaid balance thereof shall earn an investment return as provided in this Section 5.2. 5.3 STATEMENT OF ACCOUNT. The Committee shall provide to each Participant, within 30 days after the close of each calendar quarter, a statement setting forth the balance of such Participant's Account as of the last day of the preceding calendar quarter and showing all adjustments made thereto during such calendar quarter. 7 5.4 VESTING OF ACCOUNT. Except as provided in Sections 10.1 and 10.2, a Participant shall be 100% vested in his or her Deferral Account at all times. 5.5 INVESTMENT VEHICLES. The Company may select investment vehicles owned as general assets by the Company or as assets of a trust described in Section 10.1 to establish the Investment Return Rate. The deemed investment vehicles are set forth in Exhibit C, which the Company may amend from time to time in its sole discretion. A Participant may request the Company to make deemed investments of the credit balance of his Account in one or more of such investment vehicles. A Participant may change the deemed investment of his Account or change the deemed investment of future credits to his Account and the deemed investment of his existing Account balance may differ from the deemed investment of future amounts credited to the Account. Such changes shall be made in accordance with procedures as the Committee may establish from time to time. Such procedures may regulate the frequency of such changes and the form of notice required to make such election or changes. The Committee may also establish a deemed investment which shall apply if the Participant makes no election. The effective date of any change shall be the date for which the appropriate direction to the Company or its designee has been properly received in accordance with the procedures established by the Committee. The Committee shall have the right to refuse to honor any Participant direction related to investments or withdrawals, including transfers among investment options, where necessary or desirable to assure compliance with applicable law including U.S. and other securities laws. However, neither the Company nor the Committee assumes any responsibility for compliance by officers or others with any such laws, and any failure by the Company or the Committee to delay or dishonor any such direction shall not be deemed to increase the Company's legal obligations to the Participant or third parties. ARTICLE VI PAYMENT OF BENEFITS 6.1 PAYMENT OF DEFERRAL BENEFIT UPON DEATH, DISABILITY OR RETIREMENT. Upon the death, Disability, Early Retirement, or Retirement of a Participant, the Employer shall pay to the Participant or his Beneficiary a Deferral Benefit equal to the balance of his or her Account determined pursuant to Article V, less any amounts previously distributed, based on his written election pursuant to Section 6.6 8 6.2 PAYMENT OF DEFERRAL BENEFIT UPON TERMINATION. Upon the termination of service of the Participant as an employee of the Employer and all Selected Affiliates for reasons other than death, Disability, or Retirement, the Employer shall pay to the Participant a Deferral Benefit in a lump sum equal to the balance of his or her account determined pursuant to Article V, less any amounts previously distributed, as soon as administratively practical. However, in the event of an involuntary termination as a result of a Change of Control of the Company, the participant may receive his or her Deferral Benefit based on his/her written election pursuant to Section 6.6. In the event no written election has been made prior to a Change of Control, then the Deferral Benefit will be paid in five approximately equal annual installments, the first of which shall be made in January of the year following termination. Remaining Deferral Benefit payments will be made in January of subsequent years. 6.3 PAYMENTS TO BENEFICIARIES. In the event of the Participant's death prior to his or her receipt of all elected annual installments, his or her Beneficiary will receive the remaining annual installments at such times as such installments would have become distributable to the Participant. 6.4 HARDSHIP WITHDRAWAL - "HAIRCUT" PROVISIONS Notwithstanding any other provision of the Plan, a Participant at any time shall be entitled to receive, upon written request to the Committee, a lump sum distribution of up to the entire amount owed to the Participant under the Plan subject to penalties as set forth below: (a) The lump-sum will be equal to 90% of the Participant's then current Deferral Account balance, and; (b) The remaining balance shall be forfeited by the Participant, and; (c) The Participant will not be eligible to recommence income deferrals until the first of the January following a one (1) year period commencing on the date of withdrawal, and then only if otherwise eligible to participate under the terms of the Plan. The amount payable under this section of the Plan shall be paid within sixty (60) days following receipt of written notice by the Committee. 6.5 HARDSHIP WITHDRAWAL. In the event that the Committee, under written request of a Participant, determines, in its sole discretion, that the Participant has suffered an unforeseeable financial emergency, the Employer shall pay to the Participant, as soon as practicable following such determination, an amount necessary to meet the emergency (the "Hardship Withdrawal"), but not exceeding 9 the aggregate balance of such Participant's Deferral Account as of the date of such payment. For purposes of this Section 6.5, an "unforeseeable financial emergency" shall mean an event that the Committee determines to give rise to an unexpected need for cash arising from an illness, casualty loss, sudden financial reversal or other such unforeseeable occurrence. Amounts of Hardship Withdrawal may not exceed the amount the Committee reasonably determines to be necessary to meet such emergency needs (including taxes incurred by reason of a taxable distribution). The amount of the Deferral Benefit otherwise payable under the Plan to such Participant shall be adjusted to reflect the early payment of the Hardship Withdrawal. 6.6 FORM OF PAYMENT. The Deferral Benefit payable pursuant to Section 6.1 shall be paid in one of the following forms, as elected by the Participant in his or her Participant Agreement on file as of one (1) year and one (1) day prior to the date of termination or death: (a) Annual payments of a fixed amount which shall amortize the Account balance of the payment commencement date over a period not to exceed fifteen (15) years (together, in the case of each annual payment, with interest thereon credited after the payment commencement date pursuant to Section 5.2). (b) A lump sum as soon as administratively practical. In the event a Participant fails to make a distribution election, his or her Account Balance shall be distributed as a lump sum distribution as soon as administratively practical after his or her termination, death or Disability. 6.7 COMMENCEMENT OF PAYMENTS. Commencement of payments under Section 6.1 of the Plan shall begin within 60 days following receipt of written notice by the Committee of an event which entitles a Participant (or a Beneficiary) to payments in lump sum under the Plan or in the January following the event for annual payment. 6.8 SMALL BENEFIT. In the event the Committee determines that the balance of a Participant's Account is less than $5,000 at the time of commencement of payments, or the portion of the balance of the Participant's Account payable to any Beneficiary is less than $5,000 at the time of commencement of payments, the Committee may inform the Employer and the Employer, in its discretion, may choose to pay the benefit in the form of a lump sum payment, notwithstanding any provision of the Plan or a Participant election to the contrary. Such lump sum payment shall be equal to the balance of the Participant's Account or the portion thereof payable to a Beneficiary. 10 ARTICLE VII BENEFICIARY DESIGNATION 7.1 BENEFICIARY DESIGNATION. Each Participant shall have the sole right, at any time, to designate any person or persons as his Beneficiary to whom payment under the Plan shall be made in the event of his or her death prior to complete distribution to the Participant of his or her Account. Any Beneficiary designation shall be made in a written instrument provided by the Committee. All Beneficiary designations must be filed with the Committee and shall be effective only when received in writing by the Committee. 7.2 CHANGE OF BENEFICIARY DESIGNATION. Any Beneficiary designation may be changed by a Participant by the filing of a new Beneficiary designation, which will cancel all Beneficiary designations previously filed. The designation of a Beneficiary may be made or changed at any time without the consent of any person. 7.3 NO DESIGNATION. If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant, then the Participant's designated Beneficiary shall be deemed to be the Participant's estate. 7.4 EFFECT OF PAYMENT. Payment to a Participant's Beneficiary (or, upon the death of a primary Beneficiary, to the contingent Beneficiary or, if none, to the Participant's estate) shall completely discharge the Employer's obligations under the Plan. ARTICLE VIII ADMINISTRATION 8.1 COMMITTEE. The administrative committee for the Plan (the "Committee") shall be those members of the Personnel and Compensation Committee of the Board who are not Participants, as long as there are at least three such members. The Committee shall have complete discretion to i) supervise the administration and operation 11 of the Plan, ii) adopt rules and procedures governing the Plan from time to time, and, iii) shall have authority to give interpretive rulings with respect to the Plan. 8.2 AGENTS. The Committee may appoint an individual, who may be an employee of the Company, to be the Committee's agent with respect to the day-to-day administration of the Plan. In addition, the Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company. 8.3 BINDING EFFECT OF DECISIONS. Any decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan shall be final and binding upon all persons having any interest in the Plan. 8.4 INDEMNIFICATION OF COMMITTEE. The Company shall indemnify and hold harmless the members of the Committee and their duly appointed agents under Section 8.2 against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to the Plan, except in the case of gross negligence or willful misconduct by any such member or agent of the Committee. ARTICLE IX AMENDMENT AND TERMINATION OF PLAN 9.1 AMENDMENT. The Board of Directors of the Company, on behalf of itself and of each Selected Affiliate, may at any time amend, suspend or reinstate any or all of the provisions of the Plan, except that no such amendment, suspension or reinstatement may adversely affect any Participant's Account, as it existed as of the day before the effective date of such amendment, suspension or reinstatement, without such Participant's prior written consent. 9.2 TERMINATION. The Board of Directors of the Company, on behalf of itself and of each Selected Affiliate, in its sole discretion, may terminate this Plan at any time and for any reason whatsoever. Upon termination of the Plan, the Committee shall take 12 those actions necessary to administer any Accounts existing prior to the effective date of such termination; provided, however, that a termination of the Plan shall not adversely affect the value of a Participant's Account, as it existed as of the day before the effective date of such termination, or the timing or method of distribution of a Participant's Account, without the Participant's prior written consent. Notwithstanding the foregoing, a termination of the Plan shall not give rise to accelerated or automatic vesting of any Participant's Account. ARTICLE X MISCELLANEOUS 10.1 FUNDING. Participants, their Beneficiaries, and their heirs, successors and assigns, shall have no secured interest or claim in any property or assets of the Employer. The Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Employer to pay money in the future. Notwithstanding the foregoing, the Company shall create an irrevocable trust, to hold funds to be used in payment of the obligations of Employer under the Plan. In the event of a Change in Control or prior thereto, the Employer shall fund such trust in an amount equal to not less than the total value of the Participants' Accounts under the Plan as of the Valuation Date immediately preceding the Change in Control, provided that any funds contained therein shall remain liable for the claims of the respective Employer's general creditors. 10.2 NONASSIGNABILITY. No right or interest under the Plan of a Participant or his or her Beneficiary (or any person claiming through or under any of them) shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of any such Participant or Beneficiary. If any Participant or Beneficiary shall attempt to or shall transfer, assign, alienate, anticipate, sell, pledge or otherwise encumber his or her benefits hereunder or any part thereof, or if by reason of his or her bankruptcy or other event happening at any time such benefits would devolve upon anyone else or would not be enjoyed by him or her, then the Committee, in its discretion, may terminate his or her interest in any such benefit (including the Deferral Account) to the extent the Committee considers necessary or advisable to prevent or limit the effects of such occurrence. Termination shall be effected by the delivery of a written "termination declaration" to the last known address of the Participant or Beneficiary whose interest is adversely affected (the "terminated participant"). 10.3 LEGAL FEES AND EXPENSES. It is the intent of the Company and each Selected Affiliate that no Eligible Employee or former Eligible Employee be required to incur the expenses 13 associated with the enforcement of his or her rights under this Plan by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to an Eligible Employee hereunder. Accordingly, if after a Change in Control it should appear that the Employer has failed to comply with any of its obligations under this Plan or in the event that the Employer or any other person takes any action to declare this Plan void or unenforceable, or institutes any litigation designed to deny, or to recover from, the Eligible Employee the benefits intended to be provided to such Eligible Employee hereunder, the Employer irrevocably authorizes such Eligible Employee from time to time to retain counsel of his or her choice, at the expense of the Employer as hereafter provided, to represent such Eligible Employee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Employer or any director, officer, stockholder or other person affiliated with the Employer in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Employer and such counsel, the Employer irrevocably consents to such Eligible Employee's entering into an attorney-client relationship with such counsel, and in that connection, the Employer and such Eligible Employee agree that a confidential relationship shall exist between such Eligible Employee and such counsel. The Employer shall pay and be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by such Eligible Employee as a result of the Employer's failure to perform under this Plan or any provision thereof; or as a result of the Employer or any person contesting the validity or enforceability of this Plan or any provision thereof. 10.4 CAPTIONS. The captions contained herein are for convenience only and shall not control or affect the meaning or construction hereof. 10.5 GOVERNING LAW. The provisions of the Plan shall be construed and interpreted according to the laws of the state of Ohio. 10.6 SUCCESSORS. The provisions of the Plan shall bind and inure to the benefit of the Company, its Selected Affiliates, and their respective successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the business and assets of the Company or a Selected Affiliate and successors of any such Company or other business entity. 10.7 RIGHT TO CONTINUED SERVICE. Nothing contained herein shall be construed to confer upon any Eligible Employee the right to continue to serve as an Eligible Employee of the Employer or in any other capacity. 14 Executed this ______________ day of _____________________, 19____. THE STANDARD REGISTER COMPANY By: --------------------------------- Title: 15 EXHIBIT A Re:Section 3.1 - Eligible Employees Date:______________, 19__. The Committee has determined that the following named individuals or groups of persons or descriptions of the components of compensation of an individual which would qualify individuals which are eligible to participate in the Plan as Eligible Employees: ELIGIBLE FOR DEFERRAL BENEFITS: The following select group of highly compensated, management employees: 16 EXHIBIT B Re:Section 4.1 - Amount of Deferral Dated: ____________, 19__ As of the date above, and effective until this Exhibit is Modified by the Committee, the table below indicates the types of compensation which are eligible for income deferral at the assigned percentages as noted: Type of Maximum Percentage Compensation that can be deferred Other Limitations ------------ -------------------- ----------------- Base Salary 75% Bonus 100% EX-5 3 OPINION OF KEATING, MUETHING & KLEKAMP, P.L.L. EXHIBIT 5 [Letterhead of Keating, Muething & Klekamp, P.L.L.] December 23, 1997 The Standard Register Company 600 Albany Street Dayton, Ohio 45401 Ladies and Gentlemen: RE: Registration Statement on Form S-8 We serve as counsel to The Standard Register Company (the "Company"). In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate as a basis for the opinions set forth below including (i) the Registration Statement on Form S-8 relating to the Company's Deferred Compensation Plan and Management Incentive Compensation Plan (the "Plans"), (ii) the Articles of Incorporation and Code of Regulations of the Company, each as amended to the date hereof, and (iii) resolutions of the Board of Directors of the Company relating to the approval of the Plans, issuance of shares of Common Stock pursuant to the Plans and the filing of the Registration Statement. Based upon and subject to the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Securities Act of 1933: (i) the obligations under the Plans will, when arising under the Plans in accordance with its terms, constitute valid and binding obligations of the Company; (ii) when the shares of Common Stock have been issued or purchased for use by the Plans, such shares of Common Stock will constitute duly issued, fully paid and non-assessable shares of Common Stock of the Company; (iii)the Company is a duly organized and validly existing corporation under the laws of the State of Ohio; and (iv) the Company has taken all necessary and required corporate actions in connection with the Plans. We hereby consent to the reference to our firm in the Registration Statement. In providing this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission promulgated thereunder. Yours truly, KEATING, MUETHING & KLEKAMP, P.L.L. By: Gary P. Kreider ------------------------------------ Gary P. Kreider EX-23 4 OPINION OF BATTELLE & BATTELLE, LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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 29, 1996. BATTELLE & BATTELLE, LLP Dayton, Ohio December 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----