8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

DATE OF REPORT: February 20, 2008

(Date of earliest event reported)

THE STANDARD REGISTER COMPANY

(Exact name of Registrant as specified in its charter)

OHIO                                0-01097	31-0455440
(State or other jurisdiction of                (Commission File No.)	(I.R.S. Employer
Incorporation or organization)	Identification No.)
600 ALBANY STREET, DAYTON OHIO	45408
(Address of principal executive offices)	(Zip Code)
(937) 443-1000
(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 5.02  COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On February 20, 2008, the Compensation Committee of the Standard Register Board of Directors approved a performance-based vesting arrangement for restricted stock to be awarded to all officers, including executive officers. These grants of performance restricted stock (“PRS”) will be made to executive officers in late February 2008, at the target level of performance, subject to adjustment up or down depending upon achievement of the goal described below.  The grants will be governed by the terms of the 2002 Equity Incentive Plan approved by shareholders on April 17, 2002, and filed as an exhibit to the Company’s Proxy Statement for the Annual Meeting of Shareholders held on April 17, 2002.  The form of Restricted Stock Grant Agreement to be used in connection with the grants of PRS is filed with this report as Exhibit 10.1.  

Grants of PRS will vest upon achievement of a pre-determined adjusted operating profit objective by the end of fiscal year 2009.  Threshold, target and maximum performance against this objective will result in vesting of some or all of the target awards and possible additional grants. The amount of awards will range from 50% to 150% of the target-level PRS grants made in February 2008.  If the objective is not met at the threshold level or greater by the end of fiscal year 2009, the PRS awards granted will be cancelled.  Any target awards not earned in the event of under-target performance will also be cancelled.

During the restricted period, the executive officers will receive dividends paid with respect to the granted PRS, and will be entitled to vote the stock.  Officers will continue to be eligible for annual grants of stock options, which will vest according to a time-based schedule.

In addition, on February 20, 2008, the Compensation Committee of the Board of Directors of The Standard Register Company adopted an annual short-term incentive compensation plan (“Bonus Plan”) for executive officers with respect to the 2008 budget year. The Bonus Plan provides for one-time cash awards payable in February 2009, conditioned upon attainment of a minimum pre-determined threshold of pre-bonus adjusted operating earnings (“PBAOE”) in 2008.  A range of cash award is achievable depending upon attainment of threshold, target, or over-target PBAOE.  The awards are expressed as specified percentages of each officer’s base salary.  The target cash award for which each executive officer is eligible ranges from 50% to 75% of base salary at the target PBAOE, depending on the executive officer’s position.  No bonus is payable if the threshold PBAOE minimum is not met.  The maximum bon us an executive officer can earn under the Bonus Plan is 100% to 150% of that officer’s base salary. Table 1 below sets forth the bonus amount for each executive officer at the threshold and target levels as well as the maximum bonus under the Bonus Plan.

TABLE 1

BONUS AMOUNTS UNDER THE 2008 SHORT TERM INCENTIVE COMPENSATION PLAN

OFFICER	THRESHOLD	TARGET	MAXIMUM
Dennis L. Rediker President & Chief Executive Officer	30% of Base Salary	75% of Base Salary	150% of Base Salary
Craig J. Brown Sr. Vice President, Treasurer & Chief Financial Officer	26% of Base Salary	65% of Base Salary	130% of Base Salary
Kathryn A. Lamme Sr. Vice President, General Counsel & Secretary	26% of Base Salary	65% of Base Salary	130% of Base Salary
Joseph P. Morgan, Jr. Vice President, Chief Technical Officer & General Manager, On Demand Solutions	20% of Base Salary	50% of Base Salary	100% of Base Salary
Thomas M. Furey Vice President, Chief Supply Chain Officer& General Manager, DLS	20% of Base Salary	50% of Base Salary	100% of Base Salary
Bradley R. Cates Vice President, Sales & Marketing	20% of Base Salary	50% of Base Salary	100% of Base Salary

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit 10.1–Restricted Stock Grant Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGISTRANT

THE STANDARD REGISTER COMPANY

Date:  February 25, 2008

/s/ Craig J. Brown                                         

By: Craig J. Brown

Senior Vice President, Treasurer, and

Chief Financial Officer

EX-10

RESTRICTED STOCK GRANT AGREEMENT

THIS AGREEMENT is made and entered into by and between THE STANDARD REGISTER COMPANY, an Ohio corporation (the “Company”), and ___________ (“Grantee”) on February ___, 2008.

BACKGROUND:

The Company considers it desirable and in its best interest to provide Grantee with an added incentive to advance the interests of the Company through a grant of restricted stock of the Company, in accordance with the terms and conditions provided for herein and in The Standard Register Company 2002 Equity Incentive Plan (“Plan”).

NOW, THEREFORE, in consideration of the premises and of the mutual promises herein contained, the parties hereto agree as follows:

1.

Restricted Stock Award.  

(a)

Award.  Subject to the terms and conditions set forth herein and in the Plan, the Company hereby awards to Grantee  shares of the Company’s Common Stock (the “Restricted Stock”) as follows:

Number of Shares:

___________ (“Target Award”)

Award Date:

___________

Stock Price as of Award Date:  ____________

The certificate (or certificates) or book entry issued in respect of the shares of Restricted Stock shall be registered in the name of Grantee and shall be held by the Company subject to the terms of this Agreement.  On and after the Award Date, Grantee will be considered a shareholder with respect to all of the shares of Restricted Stock, including the right to vote such shares and to receive any dividends on such shares.  If, as a result of any future adjustments to the shares of the Company’s stock, such as a stock split, Grantee, as owner of the shares of Restricted Stock, becomes entitled to new, additional or different shares of stock or securities, then any such new, additional or different shares or securities shall be subject to the same rights and restrictions as this award of shares of Restricted Stock.

2.

Vesting of Restricted Stock.

(a)

Vesting Provision.  Grantee’s interest in the Restricted Stock shall vest in accordance with performance achievement as follows, and as adopted by the Company’s Compensation Committee of the Board of Directors:

The target performance goal for vesting is achievement in the year 2009 of __________________________ (“Performance Goal”).  Fifty per cent of the Target Award shall be earned upon achievement of  threshold performance, and a greater number of shares can be earned upon achievement of over-target performance, up to a maximum of One Hundred Fifty percent of the Target Award.  Upon achievement of no less than the threshold Performance Goal, vesting shall occur following public announcement of the Company’s earnings with respect to the fiscal year end financial statements, and the approval of the Compensation Committee.  In the event the minimum threshold Performance Goal is not met by year-end 2009, then all  Restricted Stock shall be cancelled upon the latter to occur of:  (i) February 20, 2010, or, (ii) immediately following the record date for dividends with respect to the first quarter, 2010, if any.

In the event Grantee’s employment with the Company is terminated prior to  vesting, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately forfeited and canceled as of his date of termination without any payment therefore; provided, however, that if Grantee leaves the Company due to death or permanent and total disability, or due to retirement after fiscal year 2008, then a pro-rated number of shares of Restricted Stock received by Grantee pursuant to this Agreement shall continue to be subject to the vesting provision.  

(b) In the event of a change in control of the Company, as described in the Plan, the Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately vested.  

3.

Restrictions on Restricted Stock.  The Restricted Stock shall be subject to the following restrictions:

(a)

Nontransferable.   Grantee shall not have the right to sell, transfer, assign, pledge,  encumber, or otherwise convey his interest in the shares of Restricted Stock (whether or not such interest is nonforfeitable).  Any attempt to transfer or assign the  shares of Restricted Stock in violation of this transfer restriction shall not be recognized by the Company and shall be null and void.  Following any vesting, Grantee may only trade or dispose of the vested Common Stock pursuant to a Registration Statement as may be required by the Securities Act of 1933 or other applicable state and federal law or pursuant to an opinion of the Company’s counsel that an exemption from registration is available and no Registration Statement is necessary.

(b)

Securities Act of 1933.  The Restricted Stock will constitute restricted securities within the meaning of the Securities Act of 1933, and as such will be subject to restrictions and limitations on transferability, with which Grantee is familiar and to which he agrees.

(c)

Restrictive Legend.  The share certificate(s) or book entry representing the shares of Restricted Stock shall have endorsed thereon a legend reflecting the restrictions of this Agreement and such certificate(s) or book entry shall be held by the Company until they become nonforfeitable, at which time they shall be transferred to Grantee.

4.

Miscellaneous.

(a)

Tax.  Grantee shall be responsible for all federal, state and local income taxes payable with respect to this award of Restricted Stock. Grantee shall have the right to make such elections under the tax laws as are available in connection with this award of Restricted Stock.  The Company and Grantee agree to report the value of the Restricted Stock in a consistent manner for federal income tax purposes.  The Company shall have the right to retain and withhold from any payment of Restricted Stock the amount of taxes required to be withheld with respect to such payment.  In its discretion, the Company may require Grantee to reimburse the Company for any such taxes required to be withheld and may withhold any distribution in whole or in part until the Company is so reimbursed.  In lieu thereof, the Company shall have the right to withhold from any other cash amou nts due to Grantee an amount equal to the taxes required to be withheld or withhold and cancel (in whole or in part) a number of shares of Restricted Stock having a market value not less than the amount of such taxes, and Grantee consents to such withholding.

(b)

Securities.  Grantee represents and warrants that he is acquiring the shares of Restricted Stock for investment purposes only, and not with a view to distribution thereof.  Grantee is aware that the shares of Restricted Stock may not be registered under the federal or any state securities laws and that, in addition to the other restrictions on the shares, they may not be able to be transferred unless an exemption from registration is available.  By making this award of Restricted Stock, the Company is not undertaking any obligation to register the shares of Restricted Stock under any federal or state securities laws.

(c)

Binding Effect.  This Agreement shall be binding upon, and inure to the benefit of, Grantee and his executors, representatives and assigns, and the Company and its successors and assigns.

(d)

Entire Agreement.  It is expressly agreed by and between the parties hereto as a material consideration for the execution of this Agreement that there are and were no verbal or written representations, understandings, stipulations, agreements or promises pertaining to the subject matter of this Agreement not incorporated in writing in this Agreement and the Plan.  This Agreement nor any of the provisions herein contained can be modified, terminated, superseded, waived or extended except by an appropriate written instrument executed by the parties hereto.

(e)

Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Ohio.

(f)

Severability.  Each Paragraph and Subparagraph of this Agreement shall be deemed severable and if for any reason any Paragraph or Subparagraph hereof is invalid or contrary to any existing or future law, such invalidity shall not affect the applicability or validity of any such other provision of this Agreement.

(g)

No Assurances.  This Agreement and the award of Restricted Stock shall not be construed as giving to Grantee the right to be retained as an employee of the Company.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

THE STANDARD REGISTER COMPANY

_____________________________________

GRANTEE

______________________________________