-----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, N+NAkz/AwIvGTLCFuG0LUTHtQxjYqrn7f4Wx4msu1VW7OShpsJOo8NVYPnHeERKe R/VaE/6a1XPe49oPjblnBQ== 0000892251-98-000137.txt : 19980430 0000892251-98-000137.hdr.sgml : 19980430 ACCESSION NUMBER: 0000892251-98-000137 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: 333-51181 FILM NUMBER: 98602886 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 STANDARD REGISTER EMPLOYEE SAVINGS PLAN 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 ----------------------------------- THE STANDARD REGISTER COMPANY EMPLOYEE SAVINGS 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) - -------------------------------------------------------------------------------- Common Stock, 2,000,000 $35.375 $70,750,000 $20,872 par value $1.00 Shares per share - -------------------------------------------------------------------------------- (1) This Registration Statement is filed for up to 2,000,000 shares of the common stock, $1.00 par value per share, of The Standard Register Company issuable in connection with The Standard Register Company Employee Savings Plan. (2) Estimated solely for purposes of calculating registration fee. (3) Registration fee has been calculated pursuant to Rule 457(h). 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 28, 1997; and 2. 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 None required. 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 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 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). 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: i. to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; ii. 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. iii. 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-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 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 Pursuant to the requirements of the Securities Act, the trustee has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on April 27, 1998. THE STANDARD REGISTER COMPANY By: /s/ Kathryn A. Lamme ------------------------------- Kathryn A. Lamme Its: Corporate Vice President, Secretary and Deputy General Counsel 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 Standard Register Employee Savings Plan (the "Plan"), (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 Plan, issuance of shares of Common Stock pursuant to the Plan 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 Plan will, when arising under the Plan 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 Plan, 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 Plan. 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 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----