-----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, GVDqyz0yVlfwDBuHzZVKVEdkSMNjHjYaprp7G5zN0j6xS32pueWKl03wudgp8S2z AbxU/lP1SpcXbvR7ygHd0A== 0000892251-96-000176.txt : 19961111 0000892251-96-000176.hdr.sgml : 19961111 ACCESSION NUMBER: 0000892251-96-000176 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961108 EFFECTIVENESS DATE: 19961108 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: 333-15851 FILM NUMBER: 96657403 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 1995 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on November 8, 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 ------------------------- 1995 STOCK OPTION 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, 2,000,000 $26.375 $52,750,000.00 $15,984.85 $1.00 par value Shares - -------------------------------------------------------------------------------- (1) This Registration Statement is filed for up to 2,000,000 shares issuable upon exercise options granted pursuant to the 1995 Stock Option Plan. (2) Estimated solely for purposes of calculating registration fees. (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 November 7, 1996 of $26.375 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 Commission are incorporated herein by reference and made a part hereof: 1. The Company's Annual Report on Form 10-K dated March 22,1996; 2. The Company's Quarterly Reports on Form 10-Q dated May 15, 1996 and August 14, 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 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 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 1995 Stock Option Plan 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). 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 Statement 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 reference 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 Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 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 November 7, 1996. 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 November 7, 1996 - ----------------------- Executive Officer Peter S. Redding and Director (Principal Executive Officer) */s/Craig J. Brown Senior Vice President - November 7, 1996 - ----------------------- Administration, Craig J. Brown Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Signature Capacity Date */s/Paul H. Granzow Chairman of the November 7, 1996 - ---------------------- Board of Directors Paul H. Granzow */s/Roy W. Begley, Jr. Director November 7, 1996 - ---------------------- Roy W. Begley, Jr. */s/F. David Clarke III Director November 7, 1996 - ---------------------- F. David Clarke, III */s/Graeme G. Keeping Director November 7, 1996 - ---------------------- Graeme G. Keeping */s/Dennis Rediker Director November 7, 1996 - ---------------------- Dennis L. Rediker */s/Ann Scavullo Director November 7, 1996 - ---------------------- Ann Scavullo */s/John J. Schiff, Jr. Director November 7, 1996 - ---------------------- John J. Schiff, Jr. */s/Charles F. Sherman Director November 7, 1996 - ---------------------- Charles F. Sherman */s/John Q. Sherman II Director November 7, 1996 - ---------------------- John Q. Sherman, II EX-4 2 STOCK OPTION PLAN Exhibit 4.1 THE STANDARD REGISTER COMPANY 1995 Stock Option Plan ARTICLE 1 OBJECTIVES The Standard Register Company, an Ohio corporation, has established this Stock Option Plan effective October 19, 1995 as an incentive to the attraction and retention of dedicated and loyal employees of outstanding ability, to stimulate the efforts of such persons in meeting Standard Register's objectives and to encourage ownership of Standard Register Common Stock by employees. ARTICLE 2 DEFINITIONS For purposes of the Plan the following terms shall have the definition which is attributed to them, unless another definition is clearly indicated by a particular usage and context. A. "Code" means the Internal Revenue Code of 1986. B. The "Company" means The Standard Register Company and any subsidiary of The Standard Register Company, as the term "subsidiary" is defined in Section 424(f) of the Code. C. "Date of Exercise" means the date on which the Company has received a written notice of exercise of an Option, in such form as is acceptable to the Committee, and full payment of the purchase price. D. "Date of Grant" means the date on which the Committee makes an award of an Option. E. "Eligible Employee" means any individual who performs services for the Company and is treated as an employee for federal income tax purposes. F. "Fair Market Value" means the last sale price reported on any stock exchange or over-the-counter trading system on which Shares are trading on the last trading day prior to a specified date or, if no last sales price is reported, the average of the closing bid and asked prices for a Share on a specified date. If no sale has been made on the specified date, then prices on the last preceding day on which any such sale shall have been made shall be used in determining Fair Market Value under either method prescribed in the previous sentence. G. "Incentive Stock Option" shall have the same meaning as given to that term by Section 422 of the Code. H. "Nonqualified Stock Option" means any Option granted under the Plan which is not considered an Incentive Stock Option. I. "Option" means the right to purchase a stated number of Shares at a specified price. The option may be granted to an Eligible Employee subject to the terms of this Plan, and such other conditions and restrictions as the Committee deems appropriate. Each Option shall be designated by the Committee to be either an Incentive Stock Option or a Nonqualified Stock Option. J. "Option Price" means the purchase price per Share subject to an Option and shall be fixed by the Committee, but shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant in the case of an Incentive Stock Option. K. "Permanent and Total Disability" shall mean any medically determinable physical or mental impairment rendering an individual unable to engage in any substantial gainful activity, which disability can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. L. "Plan" means this 1995 Stock Option Plan as it may be amended from time to time. M. "Share" means one share of the Common Stock, $1.00 par value, of the Company. ARTICLE 3 ADMINISTRATION 3.1 The Plan shall be administered by a committee (the "Committee") designated by the Board of Directors of the Company. The Committee shall be comprised solely of three or more directors each of whom shall be (i) a "disinterested person" as defined under Rule 16b-3 of the Securities and Exchange Act of 1934 (the "Act") and (ii) an "outside director" to the extent required by Section 162(m) of the Internal Revenue Code ("Section 162(m)"). Actions shall be taken by a majority of the Committee. 3.2 Except as specifically limited by the provisions of the Plan, the Committee in its discretion shall have the authority to: A. Determine which Eligible Employees shall be granted Options; B. Determine the number of Shares which may be subject to each Option; C. Determine the Option Price; D. Determine the term of each Option; E. Determine whether each Option is an Incentive Stock Option or Nonqualified Stock Option; F. Interpret the provisions of the Plan and decide all questions of fact arising in its application; and G. Prescribe such rules and procedures for Plan administration as from time to time it may deem advisable. 3.3 Any action, decision, interpretation or determination by the Committee with respect to the application or administration of this Plan shall be final and binding upon all persons, and need not be uniform with respect to its determination of recipients, amount, timing, form, terms or provisions of Options. 3.4 No member of the Committee shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Option granted hereunder, and to the extent permitted by law, all members shall be indemnified by the Company for any liability and expenses which may occur through any claim or cause of action. ARTICLE 4 SHARES SUBJECT TO PLAN 4.1 The Shares that may be made subject to Options granted under the Plan shall not exceed 2,000,000 Shares in the aggregate. Except as provided in Section 4.2, upon lapse or termination of any Option for any reason without being completely exercised, the Shares which were subject to such Option may again be subject to other Options. 4.2 The maximum number of Shares with respect to which options may be granted to any employee during each fiscal year of the Company is 100,000. If an Option is cancelled by mutual agreement, it continues to be counted against the maximum number of Shares for which Options may be granted to an employee. If an Option is repriced by mutual agreement, the transaction is treated as a cancellation of the Option and a grant of a new Option. ARTICLE 5 GRANTING OF OPTIONS Subject to the terms and conditions of the Plan, the Committee may, from time to time prior to October 18, 2005, grant Options to Eligible Employees on such terms and conditions as the Committee may determine. More than one Option may be granted to the same Eligible Employee. ARTICLE 6 TERMS OF OPTIONS 6.1 Subject to specific provisions relating to Incentive Stock Options set forth in Article 9, each Option shall be for a term of from one to ten years from the Date of Grant and may not be exercised during the first twelve months of the term of said Option. The Committee shall establish exercise schedules and impose other conditions upon exercise for particular Options or groups of Options at the time of grant. Rights of exercise shall be cumulative and shall be exercisable in whole or in part. The Committee in its sole discretion may permit particular holders of Options to exercise an Option to a greater extent than provided herein. 6.2 The holder of an Option must remain continuously in the service of the Company as an employee for a period of at least twelve months. Nothing contained in this Plan or in any Option granted pursuant to it shall confer upon any employee any right to continue in the employ of the Company or to interfere in any way with the right of the Company to terminate employment at any time. So long as a holder of an Option shall continue to be an employee of the Company, the Option shall not be affected by any change of the employee's duties or position. ARTICLE 7 EXERCISE OF OPTIONS Any person entitled to exercise an Option in whole or in part, may do so by delivering a written notice of exercise to the Company, attention Corporate Secretary, at its principal office. The written notice shall specify the number of Shares for which an Option is being exercised and the grant date of the option being exercised and shall be accompanied by full payment of the Option Price for the Shares being purchased. ARTICLE 8 PAYMENT OF OPTION PRICE 8.1 Payment of the Option Price may be made in cash, by the tender of Shares, or both. Shares tendered shall be valued at their Fair Market Value on the date of tender. 8.2 Payment through tender of Shares may be made by instruction from the Optionee to the Company to withhold from the Shares issuable upon exercise that number which have a Fair Market Value equal to the exercise price for the Option or portion thereof being exercised. ARTICLE 9 INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS 9.1 The Committee in its discretion may designate whether an Option is to be considered an Incentive Stock Option or a Nonqualified Stock Option. The Committee may grant both an Incentive Stock Option and a Nonqualified Stock Option to the same individual. However, where both an Incentive Stock Option and a Nonqualified Stock Option are awarded at one time, such Options shall be deemed to have been awarded in separate grants, shall be clearly identified, and in no event will the exercise of one such Option affect the right to exercise the other such Option. 9.2 Any option designated by the Committee as an Incentive Stock Option will be subject to the general provisions applicable to all Options granted under the Plan. In addition, the Incentive Stock Option shall be subject to the following specific provisions: A. At the time the Incentive Stock Option is granted, if the Eligible Employee owns, directly or indirectly, stock representing more than 10% of (i) the total combined voting power of all classes of stock of the Company, or (ii) a corporation that owns 50% or more of the total combined voting power of all classes of stock of the Company, then: (i) The Option Price must equal at least 110% of the Fair Market Value on the Date of Grant; and (ii) The term of the Option shall not be greater than five years from the Date of Grant. B. The aggregate Fair Market Value of Shares (deter mined at the Date of Grant) with respect to which Incentive Stock Options are exercisable by an Eligible Employee for the first time during any calendar year under this Plan or any other plan maintained by the Company shall not exceed $100,000. 9.3 If any Option is not granted, exercised, or held pursuant to the provisions noted immediately above, it will be considered to be a Nonqualified Stock Option to the extent that the grant is in conflict with these restrictions. ARTICLE 10 TRANSFERABILITY OF OPTION During the lifetime of an Eligible Employee to whom an Option has been granted, such Option is not transferable voluntarily or by operation of law and may be exercised only by such individual. Upon the death of an Eligible Employee to whom an Option has been granted, the Option may be transferred to the beneficiaries or heirs of the holder of the Option by will or by the laws of descent and distribution. ARTICLE 11 TERMINATION OF OPTIONS 11.1 An Option will terminate as follows: A. Upon exercise or expiration by its terms. B. Except as provided in Subsection 11.1.C, upon termination of employment for reasons other than cause, the then exercisable portion of any Option will terminate on the 60th day after the date of termination. The portion not then exercisable will terminate on the date of termination of employment. For purposes of the Plan, a leave of absence approved by the Company shall not be deemed to be termination of employment. C. If an Eligible Employee holding an Option dies or becomes subject to a Permanent and Total Disability while employed by the Company, or within 60 days after termination of employment for reasons other than cause, such Option may be exercised, to the extent exercisable on the date of the occurrence of the event which triggers the operation of this paragraph, at any time within one year after the date of termination of employment of such Eligible Employee, by the estate or guardian of such person or by those persons to whom the Option may have been transferred by will or by the laws of descent and distribution. D. Options shall terminate immediately if employment is terminated for cause. Cause is defined as including, but not limited to, theft of or intentional damage to Company property, intentional harm to the Company's reputation, material breach of the optionee's duty of fidelity to the Company, excessive use of alcohol, the use of illegal drugs, the commission of a criminal act, willful violation of Company policy, or trading in securities of the Company for personal gain based on knowledge of the Company's activities or results when such information is not available to the general public. E. If an Eligible Employee holding an Option violates any terms of any written employment or noncompetition agreement between the Company and the Eligible Employee, all existing options held by such Employee will terminate. In addition, if at the time of such violation the Employee has exercised Options but has not received certificates for the shares to be issued, the Company may void the Option and its exercise. Any such actions by the Company shall be in addition to any other rights or remedies available to the Company in such circumstances. 11.2 Except as provided in Article 12 hereof, in no event will the continuation of the term of an Option beyond the date of termination of employment allow the Eligible Employee, or his beneficiaries or heirs, to accrue additional rights under the Plan, or to purchase more Shares through the exercise of an Option than could have been purchased on the day that employment was terminated. In addition, notwithstanding anything contained herein, no option may be exercised in any event after the expiration of ten years from the date of grant of such option. ARTICLE 12 ADJUSTMENTS TO SHARES AND OPTION PRICE 12.1 In the event of changes in the outstanding Common Stock of the Company as a result of stock dividends, splitups, recapitalizations, combinations of Shares or exchanges of Shares, the number and class of Shares for all purposes covered by the Plan and number and class of Shares and price per Share for each Option and each outstanding Option covered by the Plan shall be correspondingly adjusted by the Committee. 12.2 The Committee may make appropriate adjustments in the Option Price to reflect any spin-off of assets, extraordinary dividends or other distributions to shareholders. 12.3 In the event of the dissolution or liquidation of the Company or any merger, consolidation, exchange or other transaction in which the Company is not the surviving corporation or in which the outstanding Shares of the Company are converted into cash, other securities or other property, each outstanding Option shall terminate as of a date fixed by the Committee provided that not less than 20 days' written notice of the date of expiration shall be given to each holder of an Option and each such holder shall have the right during such period following notice to exercise the Option as to all or any part of the Shares for which it is exercisable at the time of such notice. The Committee, in its sole discretion, may provide that Options in such circumstances may be exercised to an extent greater than the number of shares for which they were exercisable at the time of such a notice. 12.4 All outstanding Options shall become immediately exercisable in full if a change in control of the Company occurs. For purposes of this Agreement, a "change in control of the Company" shall be deemed to have occurred if any "person," as such term is used in Sections 13(d) and 14(d) of the Act, other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or (ii) a trustee under the John Q. Sherman Testamentary Trust or the William C. Sherman Testamentary Trust or the William C. Sherman Intervivos Trust dated December 29, 1939, becomes the "beneficial owner," as defined in Rule 13d-3 under the Act, directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding securities. ARTICLE 13 OPTION AGREEMENTS 13.1 All Options granted under the Plan shall be evidenced by a written agreement in such form or forms as the Committee in its sole discretion may determine. 13.2 Each optionee, by acceptance of an Option under this Plan, shall be deemed to have consented to be bound, on the optionee's own behalf and on behalf of the optionee's heirs, assigns and legal representatives, by all terms and conditions of this Plan. ARTICLE 14 AMENDMENT OR DISCONTINUANCE OF PLAN 14.1 The Board of Directors of the Company may at any time amend, suspend, or discontinue the Plan; provided, however, that no amendments by the Board of Directors of the Company shall, without further approval of the shareholders of the Company: A. Change the definition of Eligible Employees; B. Except as provided in Articles 4 and 12 hereof, increase the number of Shares which may be subject to Options granted under the Plan. C. Cause the Plan or any Option granted under the Plan to fail to (i) qualify for exemption from Section 16(b) of the Act, (ii) be excluded from the $1 million deduction limitation imposed by Section 162(m) of the Code, or (iii) qualify as an "Incentive Stock Option" as defined by Section 422 of the Code. 14.2 No amendment or discontinuance of the Plan shall alter or impair any Option granted under the Plan without the consent of the holder thereof. ARTICLE 15 EFFECTIVE DATE This Plan shall become effective as of October 19, 1995, having been adopted by the Board of Directors of the Company on such date subject to approval by the affirmative vote of the holders of a majority of the shares of Capital Stock of the Company voting on the issue, and all Options granted prior to such approval are expressly conditioned upon such approval being received. If shareholder approval is not received, within 12 months of the effective date, Options granted pursuant to this Plan shall be null and void. ARTICLE 16 MISCELLANEOUS 16.1 Nothing contained in this Plan or in any action taken by the Board of Directors or shareholders of the Company shall constitute the granting of an Option. An Option shall be granted only at such time as a written Option shall have been executed and delivered to the respective employee and the employee shall have executed an agreement respecting the Option in conformance with the provisions of the Plan. 16.2 Certificates for Shares purchased through exercise of Options will be issued in regular course after exercise of the Option and payment therefor as called for by the terms of the Option but in no event shall the Company be obligated to issue certificates more often than once each quarter of each fiscal year. No persons holding an Option or entitled to exercise an Option granted under this Plan shall have any rights or privileges of a shareholder of the Company with respect to any Shares issuable upon exercise of such Option until certificates representing such Shares shall have been issued and delivered. No Shares shall be issued and delivered upon exercise of an Option unless and until the Company, in the opinion of its counsel, has complied with all applicable registration requirements of the Securities Act of 1933 and any applicable state securities laws and with any applicable listing requirements of any national securities exchange on which the Company securities may then be listed as well as any other requirements of law. 16.3 This Plan shall continue in effect until the expiration of all Options granted under the Plan unless terminated earlier in accordance with Article 14; provided, however, that it shall otherwise terminate ten years after the Effective Date. EX-5 3 KMK OPINION Exhibit 5 [Letterhead of Keating, Muething & Klekamp] November 7, 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 Stock Option Plan (the "Plan") and the issuance of up to 2,000,000 shares of Common Stock, $1.00 par value per share (the "Common Stock"), of The Standard Register Company to employees. 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 2,000,000 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, P.L.L. BY: /s/Gary P. Kreider ------------------------------ Gary P. Kreider EX-23 4 CONSENT OF BATTELLE & BATTELLE 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 31, 1995. BATTELLE & BATTELLE, LLP Dayton, Ohio November 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----