Converted by EDGARwiz

0000906318-11-000019.txt : 20110225 0000906318-11-000019.hdr.sgml : 20110225 20110225151034 ACCESSION NUMBER: 0000906318-11-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110223 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110225 DATE AS OF CHANGE: 20110225 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: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11699 FILM NUMBER: 11640565 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 8-K 1 sr8k22011.htm FORM 8-K Converted by EDGARwiz

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 23, 2011

(Date of earliest event reported)

THE STANDARD REGISTER COMPANY

(Exact name of Registrant as specified in its Charter)

Ohio

(State or other jurisdiction of incorporation)

1-1097

(Commission File No.)

31-0455440

(IRS Employer Identification Number)


600 Albany Street, Dayton, Ohio	45417
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (937) 221-1000

N/A

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensation Arrangements of Certain Officers

On February 23, 2011, the Company adopted standard forms of performance-based restricted stock grant agreements and a nonqualified stock option agreement to be used in conjunction with awards to be made under The Standard Register Company 2011 Equity Incentive Plan which will be submitted for shareholder approval at the Company’s upcoming annual shareholders’ meeting. These new forms of award agreements are filed as exhibits with this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Form of performance-based restricted stock grant agreement under The Standard Register Company 2011 Equity Incentive Plan (for use with the chief executive officer, chief financial officer and general counsel).

10.2

Form of performance-based restricted stock grant agreement under The Standard Register Company 2011 Equity Incentive Plan (for use with all plan participants other than the chief executive officer, chief financial officer or general counsel).

10.3

Form of nonqualified stock option agreement under The Standard Register Company 2011 Equity Incentive Plan.

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 24, 2011	By: /s/Gerard D. Sowar
	Gerard D. Sowar, Vice President, General Counsel and Secretary

EX-10 2 ex101.htm EXHIBIT 10.1 Converted by EDGARwiz

Exhibit 10.1

[CEO, CFO, GC]

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 _____________, 20__.

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 2011 Equity Incentive Plan, as amended (“Plan”).

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

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: ____________

(i)

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; provided, however, that all dividends declared by the Company which would otherwise be payable with respect to outstanding shares of Restricted Stock that are ultimately earned shall be retained by the Company, sequestered in a separate account established for such purpose which shall be paid to the Grantee when and as the Restricted Stock becomes vested, or shall be forfeited when and as Restricted Stock is forfeited. 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.

Vesting of Restricted Stock.

(a)

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

The target performance goal for initial vesting is the achievement in the year 2011 of pre-bonus, pre-performance LTI expense, pre-tax adjusted operating earnings, not including impairment and pension settlement and pension amortization, but including restructuring, yielding approximately $__ per share (“Performance Goal”). Fifty percent (50%) of the Target Award will be determined by the achievement in the year 2011 of the Performance Goal (“Adjusted Award”) and 50% of the Target Award will be determined by achievement in the year 2011 of the unadjusted earnings per share target goal of $__ per share (“Unadjusted Award”). If the minimum threshold for the Performance Goal is achieved, then under each calculation, 50% of the Adjusted Award and 50% of the Unadjusted Award shall be earned upon achievement of threshold performance with respect to such award, and a greater numb er of shares can be earned upon achievement of over-target performance. The maximum amount of shares awarded shall be no more than One Hundred Fifty per cent of the Target Award. Upon achievement of no less than the threshold Performance Goal, 25% of the eligible Restricted Stock will vest following public announcement of the Company’s earnings with respect to the 2011 fiscal year end financial statements, and the approval of the Compensation Committee. Thereafter, on the second anniversary of the Award Date, an additional 25% of the eligible Restricted Stock will vest, and on the third anniversary of the Award Date, the remaining 50% of the eligible Restricted Stock will vest. In the event the minimum threshold Performance Goals are not met by year-end 2011, then all Restricted Stock shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the Performance Goal has or has not been achieved.

In the event Grantee’s employment with the Company is terminated prior to any vesting date, 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 (i) if Grantee leaves the Company due to death or permanent and total disability prior to the end of 2011, 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, and (ii) if Grantee leaves the Company due to death or permanent and total disability after the end of 2011 and at least threshold performance was achieved for 2011, then all eligible shares of Restricted Stock shall continue to vest according to the vesting schedule described herein.

(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 vest in accordance with the terms and conditions contained in the Plan.

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.

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

Joseph P. Morgan, Jr.

Chief Executive Officer

GRANTEE

EX-10 3 ex102.htm EXHIBIT 10.2 Converted by EDGARwiz

Exhibit 10.2

[Participants other than CEO, CFO, CG]

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 _____________, 20__.

BACKGROUND:

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

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: ____________

(i)

Vesting of Restricted Stock.

(a)

The target performance goal for initial vesting is the achievement in the year 2011 of pre-bonus, pre-performance LTI expense, pre-tax adjusted operating earnings, not including, impairment and pension settlement and pension amortization, but including restructuring, yielding approximately $__ per share (“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 per cent of the Target Award. Upon achievement of no less than the threshold Performance Goal, 25% of the eligible Restricted Stock will vest following public announcement of the Company’s earnings with respect to the 2011 fiscal year end financial statements, and the approval of the Compensation Committee. Thereafter, on the second anniversary of th e Award Date, an additional 25% of the eligible Restricted Stock will vest, and on the third anniversary of the Award Date, the remaining 50% of the eligible Restricted Stock will vest. In the event the minimum threshold Performance Goal is not met by year-end 2011, then all Restricted Stock shall be cancelled. The Compensation Committee or the Section 162(m) Subcommittee, as the case may be, shall have the sole authority to determine, in its sole but reasonable discretion, whether the Performance Goal has or has not been achieved.

(b)

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

(a)

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)

(c)

Miscellaneous.

(a)

(b)

(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)

(e)

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

(f)

(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

Joseph P. Morgan, Jr.

Chief Executive Officer

GRANTEE

EX-10 4 ex103.htm EXHIBIT 10.3 Converted by EDGARwiz

Exhibit 10.3

THE STANDARD REGISTER COMPANY

NONQUALIFIED STOCK OPTION AGREEMENT

(1)

The Standard Register Company, (the “Company”), hereby grants to the Optionee named below an option to purchase, in accordance with and subject to the terms and restrictions of this Option and of the Company’s 2011 Equity Incentive Plan (“Plan”), which is made part hereof, the number of shares of Common Stock of the Company at the price set forth below as follows:

Optionee:

____________________

No. of Shares Covered by Option:

__________

Option Price Per Share:

$_______

Date of Option:

______________

Expiration Date:

______________

(2)

This Option shall become exercisable in installments as indicated from and after the anniversary dates of the Date of this Option as follows:

First Anniversary:

__________ shares

Second Anniversary:

__________ shares

Third Anniversary:

__________ shares

Fourth Anniversary:

__________ shares

To the extent that the percentage of this Option which becomes exercisable is not exercised in any given year, it may be exercised in the subsequent years of the term of this Option. The Option granted under this Agreement may not be exercised as to less than one hundred (100) shares at any time, or the remaining shares then purchasable under the Option if less than one hundred (100) shares. In no event may this Option be exercised after the expiration of ten years from the date of grant of this Option.

(3)

This Option may be exercised for the number of shares specified by written notice delivered to the Vice President, General Counsel & Secretary, accompanied by full payment, in the manner and subject to the conditions set forth in the Plan, for the number of shares in respect of which it is exercised. If any applicable law or regulation requires the Company to take any action with respect to the shares specified in such notice, or if any action remains to be taken under the Articles of Incorporation or Code of Regulations of the Company to effect due issuance of the shares, the Company shall take such action and the date for delivery of such stock shall be extended for the period necessary to take such action.

(4)

As a condition of the Company’s obligation to issue shares upon exercise of this Option, the Optionee or other person to whom the shares are to be issued shall, concurrently with the delivery of the stock certificates representing the shares so purchased, give such written assurances to the Company as its counsel shall require, to the effect that the purchaser is acquiring the shares for investment and without any present intention of reselling or redistributing the same in violation of any applicable State or Federal Law. If the Company elects to register the stock which is the subject of this Option under the Securities Act of 1933, the issuance of such stock shall not be subject to the restrictions contained in this Paragraph 4.

(5)

This Option is, during the lifetime of the Optionee, exercisable only by the Optionee. This option is not transferable voluntarily or by operation of law and may be exercised only by the holder hereof. Upon the death of the holder, the Option may be transferred to beneficiaries or heirs of the holder of this Option by will or by operation of laws of descent or distribution.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

THE STANDARD REGISTER COMPANY

Joseph P. Morgan, Jr.

Chief Executive Officer

I hereby accept the above Option granted in accordance with and subject to the terms and conditions of its 2011 Equity Incentive Plan and agree to be bound thereby.

Date Accepted:

____________, 2011

__________________________________

_______________, Optionee