-----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, OVGHEoI7V45HvCfW9WJLO+aTKs/tfOTD2qs4LrGoOKB8yPqqoz1IVpq0kvthdjmU sJtgoMkRU7wLtd3u0xj1AA== 0000892251-98-000136.txt : 19980430 0000892251-98-000136.hdr.sgml : 19980430 ACCESSION NUMBER: 0000892251-98-000136 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980428 EFFECTIVENESS DATE: 19980428 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: 333-51189 FILM NUMBER: 98602929 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 S-8 FOR THE STANDARD REGISTER COMPANY As filed with the Securities and Exchange Commission on April 28, 1998 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 Be Price Offering Registration To Be Registered Registered(1) Per Unit(2) Price(2) Fee(3) - -------------------------------------------------------------------------------- Deferred Compensation Obligations $6,000,000 $1 $6,000,000 Common Stock, par value $1.00 per share 100,000 $35.375 $3,537,500 $2,814 Shares - -------------------------------------------------------------------------------- (1) This Registration Statement is filed for up to $6,000,000 in cash Deferred Compensation Obligations issuable pursuant to The Standard Register Company Deferred Compensation Plan and up to 100,000 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). The contents of Registration Statement No. 333-43055, filed by The Standard Register Company on December 23, 1997, are incorporated in this Registration Statement by reference. EXHIBIT INDEX 4.1 Management Incentive Compensation Plan (incorporated by reference to the Company's Proxy Statement dated March 21, 1997). 4.2 Form of The Standard Register Company Deferred Compensation Plan (incorporated by reference to Registration Statement No. 333-43055 filed by the Company. 5 Opinion of Counsel. 23.1 Consent of Counsel (contained on Exhibit 5). 23.2 Consent of Battelle & Battelle LLP 24 Power of Attorney (contained on the signature page). 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 April 27, 1998. THE STANDARD REGISTER COMPANY BY: /s/ 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 --------- -------- ---- */s/Peter S. Redding - ------------------------- President, Chief Executive April 27, 1998 Peter S. Redding Officer and Director (Principal Executive Officer) */s/Craig J. Brown - ------------------------- Senior Vice President - April 27, 1998 Craig J. Brown Administration, Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Signature Capacity Date --------- -------- ---- */s/Paul H. Granzow - ------------------------- Chairman of the Board of April 27, 1998 Paul H. Granzow Directors */s/Roy W. Begley, Jr. - ------------------------- Director April 27, 1998 Roy W. Begley, Jr. */s/F. David Clarke, III - -------------------------- Director April 27, 1998 F. David Clarke, III */s/Graeme G. Keeping - -------------------------- Director April 27, 1998 Graeme G. Keeping */s/Dennis L. Rediker - -------------------------- Director April 27, 1998 Dennis L. Rediker */s/Ann Scavullo - -------------------------- Director April 27, 1998 Ann Scavullo */s/John J. Schiff, Jr. - -------------------------- Director April 27, 1998 John J. Schiff, Jr. */s/Charles F. Sherman - -------------------------- Director April 27, 1998 Charles F. Sherman */s/John Q. Sherman, II - -------------------------- Director April 27, 1998 John Q. Sherman, II EX-5 2 OPINION OF KEATING, MUETHING & KLEKAMP, P.L.L. EXHIBIT 5 [Letterhead of Keating, Muething & Klekamp, P.L.L.] April 27, 1998 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 3 CONSENT 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 28, 1997. BATTELLE & BATTELLE, LLP Dayton, Ohio April 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----