<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
--------------
UNISOURCE WORLDWIDE, INC.
(exact name of registrant as specified in charter)
Delaware 13-5369500
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
825 Duportail Road
Wayne, Pennsylvania 19087-5589
(Address of principal executive offices)(Zip Code)
--------------------
UNISOURCE WORLDWIDE, INC.
STOCK AWARD PLAN
(Full title of the Plan)
--------------------
Hugh G. Moulton
Executive Vice President and Chief Administrative Officer
Unisource Worldwide, Inc.
825 Duportail Road
Wayne, Pennsylvania 19087-5589
(Name and address of agent for service)
(610) 296-8000
(Telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per unit* price* fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 19.50(1) $1,950,000 $ 591
$0.001
par value
- ------------------------------------------------------------------------------------------------
</TABLE>
Calculated in accordance with Rule 457 (c) and (h) based upon the December 10,
1996 closing quotation for when - issued Common Stock on the New York Stock
Exchange.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
- -------------------------
A prospectus setting forth the information required by Part I of Form S-8 will
be sent or given to participants as specified by Rule 428(b)(1).
Item 2. Registrant Information and Employee Plan Annual Information
- --------------------------------------------------------------------
The documents incorporated by reference in Item 3 Part II of this Form S-8 are
incorporated by reference in the Section 10(a) prospectus relating to this
registration statement. The foregoing documents and all other documents
required to be delivered to employees pursuant to Rule 428(b) are available
without charge, upon written or oral request, to Unisource Worldwide, Inc., 825
Duportail Road, Wayne, PA 19087, Attn: Corporate Communications Department
(telephone number: (610) 296-8000).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------------------------------------------------
The Registrant's Registration Statement on Form 10 (effective November 26,
1996) is incorporated by reference by the Registrant and the Plan in this
registration statement.
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 indicating that all securities offered
hereby 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 part thereof 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.
<PAGE>
Item 6. Indemnification of Directors and Officers
- -------------------------------------------------
The Delaware General Corporation Law (the "DGCL"), under which the
Registrant is organized, provides that the Registrant may indemnify persons who
incur certain liabilities or expenses by reason of such persons being or having
been directors, officers or employees of the Registrant or serving or having
served in such capacities or similar capacities at the Registrant's request for
other corporations or entities. Pursuant to the DGCL, the Registrant has
adopted, as part of its By-Laws, provisions whereby the Registrant shall
indemnify such persons against such liabilities and expenses resulting from
suits or other proceedings brought by third persons and against expenses
resulting from suits or other proceedings brought in the right of the
Registrant. No indemnification against expenses is to be made, however, in
respect of (i) any breach of the director's duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, relating to prohibited dividends, distributions and repurchases or
redemptions of stock, or (iv) for any transaction for which the director derives
an improper personal benefit.
As permitted by law, the Registrant has purchased liability insurance
policies covering its directors and officers to provide protection where the law
does not allow the Registrant to indemnify a director or officer. The policies
also provide coverage for indemnifiable expenses, including expenses related to
claims arising under the Employment Retirement Income Security Act against a
director or officer based upon an alleged breach of fiduciary duty or other
wrongful act with respect to an employee benefit plan.
Item 7. Exemption from Registration Claimed
- -------------------------------------------
Not applicable.
Item 8. Exhibits
- ----------------
(4) Rights Agreement, between the Registrant and National City Bank, the
form of which was filed as Exhibit 2.2 to the Registrant's
Registration Statement on Form 10 (effective November 26, 1996), is
incorporated herein by reference.
(5) Opinion of Morgan, Lewis & Bockius as to the validity of the
securities.
(23) Consent of Independent Auditors.
(99) Unisource Worldwide, Inc. Stock Award Plan
<PAGE>
Item 9. Undertakings
- --------------------
(a) The 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:
(1) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by
reference 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 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 Act 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.
<PAGE>
(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 expressly
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.
<PAGE>
SIGNATURES
The Registrant. 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 Valley Forge, Pennsylvania, on the 13th day of December,
1996.
UNISOURCE WORLDWIDE, INC.
Date: December 13, 1996 By: /s/ Jack H. Keeney
--------------------------
(Jack H. Keeney)
Vice President-Finance
(Principal Accounting Officer and
Acting Principal Financial Officer)
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.
Signature Title Date
--------- ----- ----
/s/ Ray B. Mundt Chairman and Chief December 13, 1996
- -------------------------- Executive Officer
(Ray B. Mundt) (Principal Executive Officer)
/s/ Charles F. White President and Chief December 13, 1996
- -------------------------- Operating Officer
(Charles F. White)
/s/ Jack H. Keeney Vice President-Finance December 13, 1996
- -------------------------- (Principal Accounting
(Jack H. Keeney) Officer and Acting
Principal Financial Officer)
/s/ John E. Stuart Sole Director December 13, 1996
- --------------------------
(John E. Stuart)
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Valley Forge,
Commonwealth of Pennsylvania, on December 13, 1996.
By: /s/ ALISTAIR McCREE
--------------------------------------
Name: (Alistair McCree)
---------------------------------
Title: Director - Unisource Retirement Plans
---------------------------------------
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibits
- ------ --------
(4.1) Rights Agreement between the Registrant
and National City Bank, the form of which
was filed as Exhibit 2.2 to the Registrant's
Registration Statement on Form 10 (effective
November 26, 1996), is incorporated herein
by reference.
(5) Opinion of Morgan, Lewis & Bockius as to
the validity of the securities.
(23) Consent of Independent Auditors.
(99) Unisource Worldwide, Inc. Stock Award
Plan.
<PAGE>
December 11, 1996
Unisource Worldwide, Inc.
825 Duportail Road
Wayne, Pennsylvania 19087
Re: Unisource Worldwide, Inc. Registration Statement on Form S-8
-------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Unisource Worldwide, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to 100,000 shares of the Company's common stock, $0.001 par value per
share (the "Shares"), that may be awarded under the Company's Stock Award Plan
(the "Plan"). We have examined copies of the Plan, the Company's restated
certificate of incorporation and such certificates, records, statutes and other
documents as we have deemed relevant in rendering this opinion. As to matters
of fact, we have relied on representations of officers of the Company. In our
examination we have assumed the genuineness of documents submitted to us as
originals and the conformity with the original of all documents submitted to us
as copies thereof.
Based on the foregoing, it is our opinion that the Shares, when awarded in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable shares of common stock of the Company.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
<PAGE>
Unisource Worldwide, Inc.
Page 2
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Unisource Worldwide, Inc. pertaining to the Unisource Worldwide, Inc.
Stock Award Plan of our reports dated October 16, 1996 (except for Notes 1 and
9, as to which the date is November 22, 1996), with respect to the consolidated
financial statements and schedule of Unisource Worldwide, Inc. included in its
Registration Statement on Form 10 filed with the Securities and Exchange
Commission on November 26, 1996.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
December 16, 1996
<PAGE>
Exhibit 99
UNISOURCE WORLDWIDE, INC.
STOCK AWARD PLAN
1. Purpose. The Unisource Worldwide, Inc. Stock Award Plan
enables employees of Unisource Worldwide, Inc. ("Unisource") and its
subsidiaries to receive shares of Unisource common stock in recognition of
services rendered. Thus, the Plan is intended to reward employees who have
contributed to the success of Unisource.
2. Effective Date. The Plan shall become effective as of
January 1, 1997.
3. Eligibility. All full-time or part-time employees of
Unisource and its subsidiaries shall be eligible for selection to receive awards
of Unisource common stock as provided by the Plan.
4. Selection. The Plan Committee described in Paragraph 8, by
action of at least one member, shall: a) select employees to receive stock
awards from time to time; b) determine the number of shares subject to each
award; c) determine the amount of compensation, if any, which selected employees
shall be required to forgo as a condition to receiving such awards; d) determine
any employment restrictions or performance restrictions to be placed upon such
awards; and e) determine any other terms or conditions to be placed upon the
awards. Such selections and determinations shall be entirely within the
discretion of the Committee, but the Committee may consider recommendations
received from Unisource management. Notwithstanding the foregoing, the
Committee must obtain the prior approval of the Human Resources Committee for
any award proposed to be granted to an executive officer of the Company.
"Executive Officer" shall mean a person who files reports regarding ownership of
Unisource stock pursuant to Section 16 of the Securities Exchange Act of 1934.
5. a) Number of Shares. An award to be granted hereunder
shall state the number of shares of Unisource common stock subject to the award.
b) Employment or Performance Restrictions. The award may
(but need not) specify that the employee must remain employed with Unisource or
its subsidiaries for a specified period from date of the grant of the award (the
"Employment Period") as a condition to receiving all or a portion of the
Unisource stock subject to the award, or the stock award may (but need not)
specify that individual or company performance criteria must be met over a
period of time (the "Performance Period") as a condition to receiving such
shares. If such an Employment Period or Performance Period is specified, the
stock subject to the Employment Period or Performance Period restriction shall
not be delivered to the employee unless and until the Employment Period or
Performance Period has been completed and any applicable Performance Period
criteria have been met. In no event shall the Employment Period or Performance
Period exceed ten years.
c) Payment Requirement. The award may (but need not)
specify that the employee has elected to forgo a specified portion of his or her
compensation as a condition to receiving the award.
<PAGE>
6. Rights as Shareholder. Unless an Employment Period or
Performance Period is specified, an employee who has received a stock award
hereunder shall, upon delivery of the shares subject to such award, generally
have all the rights of a shareholder with respect to the Unisource stock subject
to the award. If an Employment Period or Performance Period is specified, the
employee generally shall not have any rights as a shareholder with respect to
the Unisource stock subject to the Employment Period or Performance Period
restriction until the Employment Period or Performance Period has been
successfully completed and shares have been delivered pursuant to the award.
7. Adjustment. If the outstanding shares of Unisource common stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities, or if additional shares or other property (other than
ordinary cash dividends) are distributed with respect to such shares of
Unisource common stock or other securities, through merger, consolidation, sale
of all or substantially all of the assets of Unisource, reorganization,
recapitalization, reclassification, dividend, stock split, reverse stock split,
spin off, split off or other distribution with respect to such shares of common
stock, or other securities, an appropriate and proportionate adjustment may be
made in (i) the maximum number and kind of shares reserved for issuance under
the Plan, and (ii) the number and kind of shares and other securities subject to
an award under the Plan.
8. Administration. The Plan shall be administered by Unisource's
Chief Executive Officer, Chief Operating Officer, and Executive Vice President
(the "Committee" or the "Plan Committee"), and any decision made by at least one
of them in carrying out, administering or construing the Plan shall be final and
binding upon employees and their heirs, successors and legal representatives.
Notwithstanding the foregoing, any award proposed to be granted to an Executive
Officer must be approved in advance by the Human Resources Committee. The
Committee may, in its discretion, appoint a Plan Administrator who shall handle
the day-to-day operations of the Plan and who shall perform such other duties
and take such other actions as may be delegated to the Plan Administrator by the
Committee.
9. Amendment or Termination. The Plan may be amended, suspended or
terminated at any time by action of the Plan Committee, Human Resources
Committee or Board of Directors, except only the Human Resources Committee or
Board of Directors shall have authority to amend the provisions of the Plan
regarding awards to executive officers. No such amendment, suspension or
termination shall adversely affect the rights of those employees who have
received stock awards under the Plan, except as provided in Paragraph 7.
10. Termination of Employment. If the employment (with Unisource or
a subsidiary) of an employee who has received a stock award subject to an
Employment Period terminates due to death, retirement, or total disability (as
defined in Unisource's Long Term Disability Plan), the employee (or legal
representative or heir) shall generally be entitled to receive all shares of
Unisource common stock subject to such stock award regardless of whether the
Employment Period has been completed, except as otherwise determined by the Plan
Committee. If the employment (with Unisource or a subsidiary) of an employee who
has received a stock award subject to a Performance Period terminates due to
death, retirement, or disability (as defined in
<PAGE>
Unisource's Long Term Disability Plan), the Plan Committee shall determine, in
its sole discretion, whether the employee (or the employee's legal
representative or heir) shall be entitled to receive the shares of Unisource
common stock subject to such stock award regardless of whether the Performance
Period has been completed. If the employment (with Unisource or a subsidiary) of
an employee who has received a stock award subject to an Employment Period or
Performance Period terminates for any reason other than those set forth above,
or if the Performance Period criteria are not met, the employee (or legal
representative or heir) will generally forfeit all shares of Unisource common
stock which were awarded subject to the Employment Period or Performance Period
restriction, unless otherwise determined by the Plan Committee.
11. No Agreement to Employ. Nothing in the Plan shall be construed to
constitute or be evidence of an agreement or understanding, express or implied,
on the part of Unisource or its subsidiaries, to employ or retain an employee
who has received a stock award for any specific period of time, unless otherwise
specified in the individual award.
12. Withholding. Unisource and its subsidiaries will have the right to
require the employee to pay, as a condition to receiving the award, an amount
necessary to satisfy withholding requirements for all federal, state and local
taxes. In connection with such withholding, Unisource and its subsidiaries may
make such arrangements, consistent with the Plan, as they may deem appropriate.
