As filed with the Securities and Exchange Commission on February 3, 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
UNIVERSAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-0414210
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1501 North Hamilton Street, Richmond, Virginia 23230
(Address of Principal Executive Offices) (Zip Code)
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UNIVERSAL CORPORATION
EMPLOYEES' STOCK PURCHASE PLAN OF
UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED
AND DESIGNATED AFFILIATED COMPANIES
(Full Title of the Plan)
James M. White, III, Esquire
Secretary and General Counsel
Universal Corporation
1501 North Hamilton Street
Richmond, Virginia 23230
(804) 359-9311
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
==================================== ================== ===================== ===================== =================
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price per Aggregate Offering Registration
Registered Registered (1) Share (2) Price Fee
- ------------------------------------ ------------------ --------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, no par value 1,000,000 $39.00 $39,000,000 $11,505
Rights to Purchase Series A Junior
Participating Preferred Stock (3) (3) (3) (3)
==================================== ================== ===================== ====================== ================
</TABLE>
(1) The amount of Common Stock registered hereunder shall be deemed to
include any additional shares issuable as a result of any stock split,
stock dividend or other change in the capitalization of the Registrant.
(2) Pursuant to Rule 457(h), the offering price is based on the average of
the high ($39.31) and low ($38.69) prices as reported on the composite
tape of New York Stock Exchange listed issues on January 30, 1998.
(3) The Rights to Purchase Series A Junior Participating Preferred Stock
will be attached to and will trade with shares of the Common Stock of
the Registrant. Value attributable to such Rights, if any, will be
reflected in the market price of the shares of Common Stock. No
additional registration fee is required.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
previous Registration Statement on Form S-8 relating to the Universal
Corporation Employees' Stock Purchase Plan of Universal Leaf Tobacco Company,
Incorporated and Designated Affiliated Companies (the "Plan") filed with the
Securities and Exchange Commission on January 16, 1991, Registration No.
33-38652, are incorporated herein by reference.
The Plan initially authorized the issuance of up to 500,000 shares of
the Registrant's Common Stock. On December 4, 1997, the Board of Directors
of the Registrant authorized an additional 1,000,000 shares of Common Stock to
be offered and sold from time to time pursuant to the Plan. This Registration
Statement covers the additional 1,000,000 shares authorized under the Plan.
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Restated Articles of Incorporation (incorporated herein by
reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1990, File No. 1-652).
4.2 Bylaws (incorporated herein by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, File No. 1- 652).
4.3 Rights Agreement, dated February 2, 1989, between the
Registrant and Sovran Bank, N.A., as Rights Agent
(incorporated herein by reference to the Registrant's Form 8-A
Registration Statement, dated February 9, 1989, File No.
1-652).
4.4 Amendment to Rights Agreement, dated May 2, 1991, between the
Registrant and Sovran Bank, N.A., as Rights Agent
(incorporated herein by reference to the Registrant's Form 8
Amendment No. 1, dated May 7, 1991, to Form 8-A Registration
Statement, dated February 9, 1989, File No. 1-652).
4.5 Amendment to Rights Agreement, dated July 17, 1992, between
the Registrant, NationsBank, N.A., as Rights Agent, and
Wachovia Bank of North Carolina, N.A., as Successor Rights
Agent (incorporated herein by reference to the Registrant's
Form 8 Amendment No. 2, dated July 17, 1992, to Form 8-A
Registration Statement, dated February 9, 1989, File No.
1-652).
4.6 Specimen Common Stock Certificate (incorporated herein by
reference to the Registrant's Form S-3, dated February 25,
1993, File No. 33-58764).
5.1 Opinion of Williams, Mullen, Christian & Dobbins.*
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in
Exhibit 5.1).
II-1
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23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
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*Filed herewith
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 City of Richmond, Commonwealth of Virginia, on this 30th
day of January, 1998.
UNIVERSAL CORPORATION
By: /s/ Henry H. Harrell
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Henry H. Harrell
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Henry H. Harrell and William L.
Taylor, either of whom may act individually, as attorneys-in-fact and agents for
the undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) to this Registration Statement, with any
exhibits thereto, and any other documents to be filed with the Securities and
Exchange Commission pertaining to the registration of securities covered hereby,
with full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
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 and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Henry H. Harrell Chairman and January 30, 1998
- ------------------------------------------- Chief Executive Officer
Henry H. Harrell (Principal Executive Officer)
/s/ Hartwell H. Roper Vice President and January 30, 1998
- ------------------------------------------- Chief Financial Officer
Hartwell H. Roper (Principal Financial Officer)
/s/ William J. Coronado Controller January 30, 1998
- ------------------------------------------- (Principal Accounting Officer)
William J. Coronado
<PAGE>
/s/ William W. Berry Director January 30, 1998
- -------------------------------------------
William W. Berry
/s/ Ronald E. Carrier Director January 30, 1998
- -------------------------------------------
Ronald E. Carrier
- ------------------------------------------- Director January 30, 1998
Lawrence S. Eagleburger
/s/ Joseph C. Farrell Director January 30, 1998
- -------------------------------------------
Joseph C. Farrell
/s/ Charles H. Foster, Jr. Director January 30, 1998
- -------------------------------------------
Charles H. Foster, Jr.
/s/ Richard G. Holder Director January 30, 1998
- -------------------------------------------
Richard G. Holder
/s/ Allen B. King Director January 30, 1998
- -------------------------------------------
Allen B. King
/s/ John D. Munford, II Director January 30, 1998
- -------------------------------------------
John D. Munford, II
/s/ Hubert R. Stallard Director January 30, 1998
- -------------------------------------------
Hubert R. Stallard
- ------------------------------------------- Director January 30, 1998
Jeremiah H. Sheehan
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
4.1 Restated Articles of Incorporation (incorporated herein by
reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1990, File No. 1-652).
4.2 Bylaws (incorporated herein by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, File No. 1- 652).
4.3 Rights Agreement, dated February 2, 1989, between the
Registrant and Sovran Bank, N.A., as Rights Agent
(incorporated herein by reference to the Registrant's Form 8-A
Registration Statement, dated February 9, 1989, File No.
1-652).
4.4 Amendment to Rights Agreement, dated May 2, 1991, between the
Registrant and Sovran Bank, N.A., as Rights Agent
(incorporated herein by reference to the Registrant's Form 8
Amendment No. 1, dated May 7, 1991, to Form 8-A Registration
Statement, dated February 9, 1989, File No. 1-652).
4.5 Amendment to Rights Agreement, dated July 17, 1992, between
the Registrant, NationsBank, N.A., as Rights Agent, and
Wachovia Bank of North Carolina, N.A., as Successor Rights
Agent (incorporated herein by reference to the Registrant's
Form 8 Amendment No. 2, dated July 17, 1992, to Form 8-A
Registration Statement, dated February 9, 1989, File No.
1-652).
4.6 Specimen Common Stock Certificate (incorporated herein by
reference to the Registrant's Form S-3, dated February 25,
1993, File No. 33-58764).
5.1 Opinion of Williams, Mullen, Christian & Dobbins.*
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
- --------------
*Filed herewith
[Williams, Mullen, Christian & Dobbins letterhead]
February 3, 1998
Board of Directors
Universal Corporation
1501 North Hamilton Street
Richmond, Virginia 23230
Re: Employees' Stock Purchase Plan
Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Universal Corporation, a Virginia corporation (the
"Company"), with respect to the offer and sale from time to time pursuant to the
Universal Corporation Employees' Stock Purchase Plan of Universal Leaf Tobacco
Company, Incorporated and Designated Affiliated Companies (the "Plan"), of up to
1,000,000 shares of the Company's Common Stock, without par value (the
"Shares"). As counsel to the Company, we have reviewed the registration
statement on Form S-8 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission to effect the registration of the
Shares under the Securities Act of 1933, as amended (the "Act").
In this regard, we have examined the Articles of Incorporation and
Bylaws of the Company, records of proceedings of the Board of Directors of the
Company, the Plan and such other records and documents as we have deemed
necessary or advisable in connection with the opinions set forth herein. In
addition, we have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
reliable.
Based upon our examination and inquiries, we are of the opinion that
the Shares which constitute original issuance securities will, when issued
pursuant to the terms and conditions of the Plan, be validly issued, fully paid
and nonassessable. The foregoing opinion is limited to the laws of the
Commonwealth of Virginia and we express no opinion as to the effect of the laws
of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us as counsel to the Company in
the Registration Statement. In giving such consent, we do not thereby admit that
we are persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Williams, Mullen, Christian & Dobbins
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Universal Corporation Employees' Stock Purchase Plan of
Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies
of our report dated August 7, 1997, with respect to the consolidated financial
statements of Universal Corporation included in its Annual Report (Form 10-K)
for the year ended June 30, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
January 27, 1998
