<PAGE>
As filed with the Securities and Exchange Commission on April 2, 1997
Registration No. ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
THE JPM COMPANY
---------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1702908
- ------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Route 15 North
Lewisburg, Pennsylvania 17837
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
---------------
THE JPM COMPANY
1995 STOCK OPTION PLAN
------------------------
(Full title of plan)
---------------
John H. Mathias, Chairman of the Board
and Chief Executive Officer Copy to:
The JPM Company
Route 15 North Shaun R. Eisenhauer, Esquire
Lewisburg, Pennsylvania 17837 Duane, Morris & Heckscher
- --------------------------------------- P.O. Box 1003
(Name and address of agent for service) 305 North Front Street
Harrisburg, Pennsylvania 17108-1003
(717) 524-8200
------------------------------
(Telephone number, including area
code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
======================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered(1) price per share(2) offering price(2) registration fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 525,000 shares $16.38 $8,599,500 $2,605.91
par value $.000067
======================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interest to
be offered or sold pursuant to the 1995 Stock Option Plan. 475,000 shares
of Common Stock were originally registered on Form S-8 for issuance under
the 1995 Stock Option Plan (Registration Number 33-19769) on January 14,
1997.
(2) Estimated solely for the purpose of calculating the registration fee based
on the average of the high and low prices of the Common Stock of the
Company on The Nasdaq Stock Market's National Market on March 31, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following material is incorporated herein by reference:
(a) The contents of the Securities and Exchange Commission
("Commission") Form S-8 (Registration Number 33-19769) filed by The JPM Company
(the "Company") on January 14, 1997, including all documents incorporated
therein by reference and all exhibits thereto.
(b) The Quarterly Report on Form 10-Q of the Company for the period
ended December 31, 1996 filed by the Company with the Commission on February 5,
1997.
All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of the Registration Statement, in each case filed by the
Company prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 8. Exhibits.
(4) The JPM Company 1995 Stock Option Plan. (Previously filed as an
Exhibit to the Commission Form S-8 (Registration Number 33-19769)
on January 14, 1997.)
(5) Opinion of Duane, Morris & Heckscher.
(23)(A) Consent of Duane, Morris & Heckscher (included in their opinion
filed as Exhibit 5).
(23)(B) Consent of Price Waterhouse LLP.
(24) Power of Attorney (included on signature page II-2).
II-1
<PAGE>
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Lewisburg, Pennsylvania on April 1, 1997 .
THE JPM COMPANY
By: /s/ John H. Mathias
-------------------------------------------
John H. Mathias, Chairman of the Board,
Director and Chief Executive Officer
(principal executive officer)
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John H. Mathias and William D. Baker, and each of
them, as such person's trust and lawful attorneys-in-fact and agents, with full
power of substitution, for such person, and in such person's name, place and
stead, in any and all capacities to sign any or all amendments or post-effective
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 attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
/s/ John H. Mathias Chairman, Chief Executive Officer April 1, 1997
- ------------------- and Director (principal executive
John H. Mathias officer
/s/ James P. Mathias President and Director April 1, 1997
- --------------------
James P. Mathias
/s/ William D. Baker Chief Financial Officer and April 1, 1997
- -------------------- Treasurer (principal financial
William D. Baker and accounting officer)
/s/ Janet B. Mathias Secretary and Director April 1, 1997
- --------------------
Janet B. Mathias
/s/ Steven M. Brody Director April 1, 1997
- -------------------
Steven M. Brody
/s/ Bruce M. Eckert Director April 1, 1997
- -------------------
Bruce M. Eckert
/s/ Wayne A. Bromfield Director April 1, 1997
- ----------------------
Wayne A. Bromfield
II-2
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
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<CAPTION>
Exhibit No. Exhibit Page
<S> <C> <C>
(4) The JPM Company 1995 Stock Option Plan. (Previously filed
as an Exhibit to Commission Form S-8 (Registration Number
33-19769) on January 14, 1997.)
(5) Opinion of Duane, Morris & Heckscher.
(23)(A) Consent of Duane, Morris & Heckscher (included in their
opinion filed as Exhibit 5).
(23)(B) Consent of Price Waterhouse LLP.
(24) Power of Attorney (included on signature page II-2).
</TABLE>
<PAGE>
EXHIBIT (5)
<PAGE>
[LETTERHEAD OF DUANE, MORRIS, & HEEKSCHER APPEARS HERE]
April 2, 1997
The Board of Directors of
The JPM Company
Route 15 North
Lewisburg, PA 19837
Gentlemen:
We have acted as counsel to The JPM Company (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, of the Registration Statement on
Form S-8, (the "Registration Statement"). The Registration Statement is being
filed in order to register 525,000 additional shares (the "Shares") of Common
Stock, $.000067 par value, of the Company, pursuant to the Company's 1995 Stock
Option Plan (the "Plan").
As counsel to the Company, we have supervised all corporate proceedings in
connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Certificate of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
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April 2, 1997
Page 2
Based upon the foregoing, it is our opinion that each of the Shares, when
issued in accordance with the terms and conditions of the Plan, will be duly
authorized, legally and validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the use of this opinion in the Registration Statement.
Sincerely,
DUANE, MORRIS & HECKSCHER
By: /s/ Shaun R. Eisenhauer
-------------------------------
A Partner
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EXHIBIT (23)(B)
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated November 14, 1996 appearing on page 10
of The JPM Company's Annual Report on Form 10-K for the year ended September 30,
1996.
/s/ PRICE WATERHOUSE LLP
Philadelphia, PA
March 28, 1997
