As filed with the Securities and Exchange Commission on December 23, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------
UNION CAMP CORPORATION
(Exact name of Registrant as specified in its charter)
A Virginia Corporation 13-5652423
I.R.S. Employer
Identification No.
1600 Valley Road
Wayne, New Jersey 07470
Telephone (973) 628-2000
UNION CAMP CORPORATION
DIRECTORS' STOCK OPTION PLAN
(Full Title of Plan)
---------------------------------
Dirk R. Soutendijk, Esq.
Vice President, General Counsel and Secretary
Union Camp Corporation
1600 Valley Road
Wayne, New Jersey 07470
(973) 628-2000
(Name, address and telephone number,
including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------- ------------------- --------------------------- ---------------------------- ----------------------
Title of Securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
to be registered registered price per share (1) offering price (1) registration fee
- ---------------------------- ------------------- --------------------------- ---------------------------- ----------------------
- ---------------------------- ------------------- --------------------------- ---------------------------- ----------------------
Common Stock, $1.00 par 9,600 shares $62.5625 $600,600 $167.00
value......
- ---------------------------- ------------------- --------------------------- ---------------------------- ----------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and 457(c) under the Securities Act of 1933, based
upon the average of the high and low prices of the Common Stock as reported on
the New York Stock Exchange, Inc. on December 17, 1998.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998;
3. The Registrant's Amended and Restated Current Report on Form 8-K
filed November 30, 1998;
4. The Registrant's Amendment to Form 8-A filed November 27, 1998; and
5. The description of the Registrant's Common Stock filed as part of
the Registrant's Current Report on Form 8-K for the month of August, 1988.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The By-Laws of the Company provide that each person who now is, was or
hereafter becomes a director or officer shall be indemnified by the Company
against liabilities and expenses reasonably incurred by or imposed on such
person, including liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act"), in connection with any action, suit or
proceeding in which such person was, is or is threatened to be made a party by
reason of such person now or hereafter being or having been a director or
officer of the Company, only if (i) such person believed, in the case of conduct
in his official capacity, that such conduct was in the best interests of the
Company, and in all other cases that his conduct was at least not opposed to the
Company's best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful, (ii)
in connection with a proceeding by or in the right of the Company, such person
was not adjudged liable to the Company and (iii) in connection with any
proceeding charging improper benefit to such person, whether or not involving
action in his official capacity, he was not adjudged liable on the basis that
personal benefit was improperly received by him. Such rights of indemnification
are in addition to any other rights to which any such person may otherwise be
entitled. In addition, directors have indemnification contracts with the Company
which provide for substantially similar indemnification as the By-Laws.
The Virginia Stock Corporation Act also provides that a corporation
may indemnify any officer or director against loss and expense reasonably
incurred in connection with a civil suit or proceeding to which such person is a
party by reason of being such officer or director, on condition such person
acted in good faith and believed his conduct was in the corporation's best
interest in the case of conduct in his official capacity, or, in all other
cases, believed his conduct was not opposed to the best interests of the
corporation. With respect to a criminal proceeding, a corporation may indemnify
an officer or director under the same conditions set forth above if such person
had no reasonable cause to believe his conduct was unlawful. With respect to
suit brought by or in the right of the corporation to which an officer or
director is adjudged liable, indemnification may be made only if a court
determines such person is fairly and reasonably entitled to indemnification in
view of the relevant circumstances, provided any such indemnification shall be
limited to reasonable expenses incurred.
The Company maintains both directors' and officers' liability and
corporate reimbursement insurance which provides for payment on behalf of the
directors and officers of all losses of such persons (other than matters
uninsurable under the law) arising from claims, including claims arising under
the Securities Act, for acts or omissions by such persons while acting as
directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Documents
4.1 Articles of Incorporation, as amended February 26, 1996. Incorporated
by reference to Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995.
4.2 By-Laws, as amended October 27, 1998. Incorporated by reference to
Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
5 Opinion of White & Case, counsel to the Registrant, dated December 23,
1998 with respect to the legality of the Common Stock being
registered.
23.1 Consent of PricewaterhouseCoopers LLP, dated December 22, 1998.
23.2 Consent of White & Case (included in Exhibit 5 to the Registration
Statement).
24 Power of Attorney of certain officers and directors (included on pages
5 and 6).
99 Union Camp Corporation Directors' Stock Option Plan. Incorporated by
reference to Exhibit B to Registrant's Proxy Statement filed March 16,
1998.
Item 9. Undertakings.
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:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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; and
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item
P6, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Wayne, State of New Jersey, on this 23rd day of
December, 1998.
By /s/ W. Craig McClelland
-------------------------------------
Name: W. Craig McClelland
Title: Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints A. William Hamill and Dirk R. Soutendijk, and
each of them severally, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
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, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on December 23, 1998.
/s/ W. Craig McClelland
- -------------------------------- Director, Chairman of the
W. Craig McClelland Board and Chief Executive
Officer (Principal Executive
Officer)
/s/ Jerry H. Ballengee
- -------------------------------- Director, President and
Jerry H. Ballengee Chief Operating Officer
/s/ A. William Hamill
- -------------------------------- Executive Vice President
A. William Hamill and Chief Financial
Officer (Principal Financial
Officer)
/s/ John F. Haren
- -------------------------------- Controller (Principal
John F. Haren Accounting Officer)
/s/ George D. Busbee
- -------------------------------- Director
George D. Busbee
/s/ Raymond E. Cartledge
- -------------------------------- Director
Raymond E. Cartledge
/s/ Sir Colin Corness
- -------------------------------- Director
Sir Colin Corness
/s/ Robert D. Kennedy
- -------------------------------- Director
Robert D. Kennedy
- -------------------------------- Director
Gary E. MacDougal
/s/ Ann D. McLaughlin
- -------------------------------- Director
Ann D. McLaughlin
/s/ George J. Sella, Jr.
- -------------------------------- Director
George J. Sella, Jr.
/s/ Jeremiah J. Sheehan
- -------------------------------- Director
Jeremiah J. Sheehan
<PAGE>
EXHIBIT INDEX
Exhibit No.
4.1 Articles of Incorporation, as amended February 26, 1996. Incorporated
by reference to Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995.
4.2 By-Laws, as amended October 27, 1998. Incorporated by reference to
Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
5 Opinion of White & Case, counsel to the Registrant, dated December 23,
1998 with respect to the legality of the Common Stock being
registered.
23.1 Consent of PricewaterhouseCoopers LLP, dated December 22, 1998.
23.2 Consent of White & Case (included in Exhibit 5 to the Registration
Statement).
24 Power of Attorney of certain officers and directors (included on pages
5 and 6).
99 Union Camp Corporation Directors' Stock Option Plan. Incorporated by
reference to Exhibit B to Registrant's Proxy Statement filed March 16,
1998.
EXHIBIT 5
December 23, 1998
Union Camp Corporation
1600 Valley Road
Wayne, NJ 07470
Re: Union Camp Corporation
9,600 Shares of
Common Stock
- -------------------------------------------
Dear Sirs:
We are familiar with the proceedings taken and proposed to be taken by
Union Camp Corporation, a Virginia corporation (the "Company"), in connection
with the registration pursuant to the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), of 9,600 shares of its common stock, $1.00 par value (the
"Common Stock"), issuable pursuant to the Company's Directors' Stock Option Plan
(the "Plan").
We have examined such documents, certificates, records, authorizations and
proceedings and have made such investigations as we have deemed necessary or
appropriate in order to give the opinion expressed herein.
Based on the foregoing, it is our opinion that the 9,600 shares of Common
Stock referred to above have been duly authorized by the Company and, when (x)
issued pursuant to the Plan and (y) in the case of options exercisable for
Common Stock, the purchase price thereof has been paid in full, such shares of
Common Stock will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement. In giving this consent, we do not
hereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act and the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ White & Case LLP
KK:JMC
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
February 5, 1998, which appears on page 28 of the 1997 Annual Report to
Stockholders of Union Camp Corporation, which is incorporated by reference in
Union Camp Corporation's Annual Report on Form 10-K for the year ended December
31, 1997. We also consent to the incorporation by reference in such Prospectus
of our report on the Financial Statement Schedule, which appears on page 26 of
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
December 22, 1998
