-----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, VxQ3tSFz60GdZH62LCttzCJdEbq7bwZmsxCp6k10LCPT2p0ryj7Qo72sFqRThZgI eOPpyhvAo8s40NmFxBrzoQ== 0000906318-98-000049.txt : 19980629 0000906318-98-000049.hdr.sgml : 19980629 ACCESSION NUMBER: 0000906318-98-000049 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980626 EFFECTIVENESS DATE: 19980626 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: 333-57779 FILM NUMBER: 98654729 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 Registration No. ____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________________________________ THE STANDARD REGISTER COMPANY (Exact name of issuer as specified in its Charter) Ohio 31-0455440 (State of Incorporation) (I.R.S. Employer Identification No.) 600 Albany Street, Dayton, Ohio 45408 (Address of Principal Executive Offices) (Zip Code) __________________________________________________________________ The Standard Register Company 1995 Stock Option Plan (Full Title of the Plan) __________________________________________________________________ Charles F. Hertlein, Jr. Dinsmore & Shohl LLP 1900 Chemed Center 255 East Fifth Street Cincinnati, Ohio 45202 (513) 977-8315 (Name, address, including zip code, and telephone number, including area code, of agent for service) ___________________________________________ Approximate date of proposed commencement of sales hereunder: As soon as practicable after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE Title of Amount Proposed Maximum Proposed Amount of Securites to to be Offering Price Maximum Registration be Registered Registered Per Share Aggregate Fee Offering Price __________________________________________________________________ Common Stock, 1,000,000 $36.50 $36,500,000 $11,060.60 $1.00 par value per share * Pursuant to Rule 457(c) of Regulation C, the registration filing fee and the aggregate offering price shall be computed with respect to the maximum number of the Registrant's securities issuable under the plan covered by this Registration Statement based on the closing price of Registrant's Common Stock reported on the New York Stock Exchange on June 4, 1998, a date within five business days prior to the date of filing of this Registration Statement. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information specified in Part I of Form S-8 is set forth in a single document entitled "Prospectus" which constitutes a part of the Section 10(a) Prospectus to which this Registration Statement relates but which is not filed herewith. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Standard Register Company (the "Registrant") hereby states that the documents listed in (a) through (d) below are incorporated by reference in this Registration Statement, and further states that all documents subsequently filed by the Registrant 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 securities offered have been sold or which deregisters all securities 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. (a) The Registrant's Annual Report on Form 10-K for the 52 weeks ended December 28, 1997. (b) The Registrant's Quarterly Report on Form 10-Q for the period ended on March 29, 1998. (c) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 1997. (d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on April 18, 1996. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the shares of Common Stock offered hereby will be passed upon for the Registrant by Dinsmore & Shohl LLP. As of June 3, 1998, partners of Dinsmore & Shohl LLP and attorneys associated therewith, together with their immediate families, beneficially owned approximately 1,000 shares of the Registrant's Common Stock. Item 6. Indemnification of Directors and Officers. The Registrant's Code of Regulations provides that the Registrant shall indemnify each director and each officer of the Registrant, and each person employed by the Registrant who serves at the written request of the Chairman of the Board of the Registrant as a director, trustee, or officer of another corporation, partnership, joint venture, trust, or other enterprise, to the full extent permitted by Ohio law. The Code of Regulations also provides that the Registrant may indemnify assistant officers, employees and others by action of the Board of Directors to the extent permitted by Ohio law. In general, under Section 1701.13(E) of the Ohio Revised Code, an Ohio corporation is permitted to indemnify its present or former officers, directors, employees and agents against liabilities and expenses incurred by such persons in their capacities as such so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, provided that in an action by or in the name of the corporation, if the person seeking indemnification was adjudged to be liable for negligence, no indemnification is permitted unless the court in which the action was brought specifically determines that such person is fairly and reasonably entitled to indemnification in view of all the circumstances of the case. The statute also provides that an Ohio corporation shall advance attorney's fees incurred by directors, and may advance such fees incurred by executive officers, employees, agents and others prior to the final outcome of a matter provided the person seeking such advances undertakes to repay them if it is ultimately determined that such person is not entitled to indemnification (except in the case of directors who must undertake to repay such advances only if it is proved by clear and convincing evidence in a court of competent jurisdiction that the act or failure to act in question was undertaken with deliberate intent to cause injury to the corporation or was undertaken with reckless regard for the best interests of the corporation). In addition, the Registrant has purchased insurance policies which provide coverage for the acts and omissions of the Registrant's directors and officers in certain situations. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. Description 5 and 23.1 Opinion of Dinsmore & Shohl LLP, counsel. 10 The Standard Register Company 1995 Stock Option Plan 23.2 Consent of Battelle & Battelle LLP 24* Power of Attorney ___________________________________ * Included in signature page. Item 9. Undertakings. A. The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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. 2. 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. 3. 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. B. 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange 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. C. 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 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 the City of Dayton, State of Ohio, on June 26, 1998. THE STANDARD REGISTER COMPANY By: /s/ Peter S. Redding Peter S. Redding President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kathryn A. Lamme, Corporate Vice President, Secretary and Deputy General Counsel, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and execute on behalf of the undersigned any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any such amendments, as fully to all intents and purposes as he might or could do in person and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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. Principal Executive Officer: Date: /s/ Peter S. Redding President and June 23, 1998 Peter S. Redding Chief Executive Officer Principal Financial and Accounting Officer: /s/ Craig J. Brown Senior Vice June 23, 1998 Craig J. Brown President Administration, Treasurer and Chief Financial Officer Directors of the Company: Date: /s/ Paul H. Granzow Chairman of June 23, 1998 Paul H. Granzow the Board /s/ Roy W. Begley, Jr. June 23, 1998 Roy W. Begley, Jr. /s/ F. David Clarke, III June 23, 1998 F. David Clarke, III /s/ Graeme G. Keeping June 23, 1998 Grame G. Keeping /s/ Dennis L. Rediker June 23, 1998 Dennis L. Rediker /s/ Ann Scavullo June 23, 1998 Ann Scavullo /s/ John J. Schiff, Jr. June 23, 1998 John J. Schiff, Jr. /s/ Charles F. Sherman June 23, 1998 Charles F. Sherman /s/ John Q. Sherman, II June 23, 1998 John Q. Sherman, II Exhibits 5 and 23.1 Charles F. Hertlein, Jr. (513) 977-8315 c.hertlein@usa.net June 9, 1998 The Standard Register Company 600 Albany Street Dayton, Ohio 45408 Ladies and Gentlemen: This opinion is rendered for use in connection with the Registration Statement on Form S-8, prescribed pursuant to the Securities Act of 1933, to be filed by The Standard Register Company (the "Company") with the Securities and Exchange Commission on or about the date hereof, under which up to 1,000,000 shares of the Company's Common Stock, $1.00 per share par value ("Common Stock") are to be registered. We hereby consent to the filing of this opinion as Exhibits 5 and 23.1 to the Registration Statement and to the reference to our name in the Registration Statement. As counsel to the Company, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such statutes, documents, corporate records, certificates of public officials, and other instruments as we have deemed necessary for the purpose of this opinion, including the Company's Articles of Incorporated and Code of Regulations and the record of proceedings of the shareholders and directors of the Company. Based upon the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing as the corporation under the laws of the State of Ohio. 2. When the Registration Statement shall have been declared effective by order of the Securities and Exchange Commission and up to 1,000,000 shares of the Common Stock to be issued for sale shall have been issued and sold upon the terms set forth in the Registration Statement, such shares will be legally and validly issued and outstanding, fully-paid and nonassessable. Very truly yours, DINSMORE & SHOHL LLP /s/ Charles F. Hertlein, Jr. Charles F. Hertlein, Jr. 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. /s/ Battelle & Battelle LLP BATTELLE & BATTELLE, LLP Dayton, Ohio June 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----