<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.
DIRECTORS' STOCK OPTION 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
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
- -------------------------------------------------------------------------------
Common Stock 191,930(1) $7.97(1) $1,592,682 $464
$0.001
par value
- -------------------------------------------------------------------------------
Common Stock 58,070 19.50(2) 1,132,365 $343
$0.001
par value
================================================================================
*Estimated exercise price of Alco stock options to be converted into
Registrant's stock options in December 1996.
(1) Reflects assumed number and exercise price of options to be granted
pursuant to an exchange of existing stock options of Alco Standard
Corporation, the Registrant's sole stockholder as of this filing date.
(2) 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 of 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 than 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. Interest 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 DGLC, the Registrant has
adopted, as part of its By-Laws, provisions whereby the Registration shall
indemnify such persons against such liabilities and expenses resulting from
suits or other proceedings brought by third persons and against expenses
resulting form 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. Directors' Stock Option 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:
(i) 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 Section 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 11, 1996
- ------------------------- (Principal Accounting
(Jack H. Keeney) Officer and Acting
Principal Financial Officer)
/s/ John E. Stuart Sole Director December 11, 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. Directors' Stock
Option 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 250,000 shares of the Company's common stock, $0.001 par value per
share (the "Shares"), issuable under the Company's Directors' Stock Option 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 issued 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.
Directors' Stock Option Plan of our reports dated October 16, 1996 (except for
Notes l 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.
Philadelphia, Pennsylvania
December 16, 1996
ERNST & YOUNG LLP
<PAGE>
UNISOURCE WORLDWIDE, INC.
DIRECTORS' STOCK OPTION PLAN
1. Purpose. The purpose of this Directors' Stock Option Plan (the
"Plan") of Unisource Worldwide, Inc. ("Unisource") is to promote an identity of
interest between Unisource and its directors and to attract and retain highly
competent individuals to serve as members of Unisource's Board of Directors.
2. Effective Date. This Plan shall become effective as of
December 1, 1996.
3. Stock. There are authorized for issuance or delivery upon the
exercise of options to be granted from time to time under the Plan an aggregate
of 250,000 shares of Unisource's common stock, no par value, subject to
adjustment as provided hereinafter in paragraph 13. Such shares may be, in
whole or in part, authorized but unissued shares, whether now or hereafter
authorized, or issued shares which have been reacquired by Unisource. If any
option under this Plan shall expire, terminate or be canceled for any reason
without having been exercised in full, the shares which have not been purchased
thereunder shall again become available for the purpose of this Plan.
4. Administration.
(a) The Plan shall be administered by the Human Resources Committee
(the "Committee") of the Board of Directors of Unisource (the "Board") or by the
Board, except as provided otherwise in the Plan. If the Board determines that
it shall administer the Plan, all references in the Plan to the "Committee"
shall be deemed to refer to the Board. Any action taken by the Board relating to
the Plan will be taken only if, in addition to any other required vote, such
action is approved by the affirmative vote of a majority of those directors
(whether or not a quorum) who are not then eligible to participate in the Plan.
(b) Without limiting the foregoing, the Board may determine that
grants of options under the Plan shall be subject to Board approval if the Board
determines that such approval is necessary or appropriate to comply with Rule
16b-3 of the Securities Exchange Act of 1934, as amended.
(c) The Committee shall have authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations and take all other actions deemed necessary or
advisable in administering the Plan.
(d) The determinations of the Committee on the matters referred to in
this paragraph 4 shall be conclusive. No member of the Committee shall be
liable for any action taken or decision made in good faith relating to the Plan
or any grant hereunder.
(e) An Administrator of the Plan may from time to time be appointed
by the Committee. Such Administrator shall be responsible for the general
administration of the Plan under the policy guidance of the Committee. The
Administrator shall be in the employ of Unisource and shall be compensated for
services and expenses by Unisource according to its normal employment policies,
without special or additional compensation, other than reimbursement of
expenses, for his or her services as the Administrator.
<PAGE>
5. Automatic Annual Stock Option Awards.
(a) Each year, for as long as the Plan remains in effect, each person
who is not then an employee of Unisource or any of its subsidiary corporations
(as defined in Section 424 of the Internal Revenue Code of 1986, as amended) and
who is elected a director of Unisource at Unisource's annual meeting of
shareholders shall automatically be granted an option (a "Regular Option") to
purchase 800 shares of common stock of Unisource (subject to adjustment as
provided hereinafter in paragraph 13) immediately following the annual meeting
of shareholders. An individual who ceases to be a director of Unisource at the
annual meeting of shareholders shall not be entitled to receive a grant of a
Regular Option at that date. Each Regular Option shall be evidenced by an
option award document which shall comply with and be subject to the applicable
terms and conditions set forth in the Plan.
(b) The exercise price for each Regular Option granted under the Plan
shall be 100% of the Fair Market Value of shares of Unisource common stock on
the date on which the option is granted (the "Grant Date"). For purposes of
this Plan, "Fair Market Value" shall be the closing price per share of Unisource
common stock as reported on the New York Stock Exchange Composite Tape.
(c) Each Regular Option may be exercised after the date that is six
months following the Grant Date. However, if the director ceases to be a member
of the Board on account of attainment of retirement age specified by the Board,
death or disability, as determined by the Board, the Regular Option shall be
exercisable as of the date on which the director ceases to be a member of the
Board.
(d) Each Regular Option shall have a term of ten years from the Grant
Date. No option granted under the Plan shall be exercisable after the
expiration of its term. Each Regular Option shall be subject to termination
before its date of expiration as herein provided in Paragraph 7 below.
6. Elective Annual Stock Option Awards.
(a) Each year, for as long as the Plan remains in effect, each person
who is not then an employee of Unisource or any of its subsidiary corporations,
who is elected a director of Unisource at Unisource's annual meeting of
shareholders, and who has filed with Unisource an election to receive a stock
option in lieu of the Annual Retainer (or a portion thereof) to be earned by
such director in each Plan Year during which he or she shall serve as director,
shall receive an option (a "Discounted Option") to purchase shares of Unisource
common stock. The Discounted Option shall be granted immediately following the
annual meeting of shareholders. An individual who ceases to be a director of
Unisource at the annual meeting of shareholders shall not be entitled to receive
a grant of a Discounted Option at that date. Each Discounted Option shall be
evidenced by an option award document which shall comply with and be subject to
the applicable terms and conditions set forth in the Plan.
(b) The number of shares of Unisource common stock subject to each
Discounted Option granted to a director for a Plan Year shall be equal to the
nearest number of whole shares determined in accordance with the following
formula:
Annual Retainer = Number of Shares
-------------------------
Fair Market Value minus
Exercise Price
No fractional shares shall be issued, nor shall cash payments be made in lieu of
fractional shares. "Exercise Price" shall be defined as set forth in Subsection
6(c), and "Fair Market Value" and "Grant Date" shall be defined as set forth in
Subsection 5(b). "Annual Retainer" shall mean the amount of fees which the
director will be entitled to receive during a Plan Year for serving as a
director or a member (or chairman) of one or more committees of the Board or a
trustee (or trustee chairman) of any of Unisource's employee benefit plan
trusts; provided, however, that if a director elects to receive a stock option
in lieu of
<PAGE>
only a portion of the Annual Retainer, the Annual Retainer for purposes of the
foregoing formula shall equal the portion of the Annual Retainer so elected. For
purposes of this Plan, "Annual Retainer" shall not include fees or expenses for
attendance at meetings of the Board or any committee of the Board or for any
other services to be provided to Unisource except as set forth herein.
(c) The "Plan Year" is the twelve month period beginning each
February 1 and ending on the last day of January. However, if the Company's
annual meeting of shareholders is held in a month other than January, the Board
may change the Plan Year to a period that corresponds appropriately to the date
of the annual meeting of shareholders.
(d) The exercise price for each Discounted Option granted under the
Plan shall be 25% to 75% (as determined by the Board) of the Fair Market Value
of shares of Unisource common stock on the Grant Date.
(e) Each Discounted Option may be exercised after the date that is
twelve months following the Grant Date. However, except as provided below, if
the Director ceases to be a member of the Board on account of attainment of
retirement age specified by the Board, death or disability, as determined by the
Board, the Discounted Option shall be exercised as of the date on which the
director ceases to be a member of the Board.
(f) Notwithstanding the foregoing, if a director ceases to be a
member of the Board for any reason, any portion of a Discounted Option that is
attributable to a portion of an Annual Retainer that has not yet been earned
shall automatically abate and be canceled.
7. Termination of Directorship. The rights of a director in an option
under the Plan shall not terminate upon such director's termination as a
director for any reason (including retirement because of age, death or
disability), except as provided in Subsection 6(f) above or except as provided
below. Except as provided in Subsection 6(f) above, any option granted to a
director and outstanding on the date of his or her death may be exercised by the
administrator of such director's estate or the person to whom the option shall
have been validly transferred by will or the laws of descent and distribution,
but not beyond the first to occur of (i) the expiration of twelve months from
the date of the director's death, or (ii) the specified expiration date of the
option. Upon the first to occur of the foregoing events, the option shall
terminate.
8. Conversion of Alco Options. In connection with the distribution by
Alco Standard Corporation ("Alco) of the common stock of Unisource to Alco's
shareholders, the Unisource directors who were members of the Alco Board of
Directors immediately before the distribution may elect, prior to the
distribution, to have their outstanding options to purchase Alco stock that were
granted under Alco's stock option plans for directors converted into options to
purchase Unisource common stock. The options to purchase Alco stock shall be
converted into options to purchase Unisource stock according to a formula
approved by the Board and the Alco Board of Directors that is intended to
preserve the economic value of the options as of the date of the conversion. In
all other respects, the terms of such Unisource options shall be substantially
identical to the terms of the replaced Alco options, except that membership on
the Unisource Board shall be considered continued Board membership for purposes
of the Unisource options. The new Unisource options shall be administered
pursuant to the terms of this Plan. Each new Unisource option shall be
evidenced by an option award document which shall comply with and be subject to
the applicable terms and conditions set forth in the Plan.
<PAGE>
9. Exercise of Options. Options may be exercised only by written notice
to Unisource. The full exercise price for the shares as to which options are
exercised shall be paid in cash, by check payable to Unisource, or by delivering
to the Administrator the number of shares of Unisource common stock with a fair
market value (on the date of exercise) equal to the exercise price.
10. Limitations.
(a) No options may be granted pursuant to this Plan after November
30, 2006.
(b) No option granted pursuant to this Plan shall be transferable by
the optionee otherwise than by will or the laws of descent and distribution, and
an option shall be exercisable during the optionee's lifetime only by the
optionee.
11. Withholding Taxes. Whenever shares of Unisource common stock are
to be issued or delivered, the Committee shall have the right to require the
recipient to remit to Unisource an amount sufficient to satisfy any required
federal, state or local income or employment tax withholding requirements.
12. Limitation of Rights.
(a) Neither the Plan, nor the granting of an option, nor any other
action taken pursuant to the Plan, shall constitute evidence of any agreement or
understanding, expressed or implied, that Unisource will nominate any director
for reelection by Unisource's shareholders.
(b) An optionee shall have no rights as a shareholder with respect to
any shares covered by an option until the option is duly exercised. Except as
is described in Paragraph 13 below, no adjustment shall be made for dividends or
other rights for which the record date is prior to the date such share
certificate is issued.
13. Adjustments. 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, (ii) the
number and kind of options to be granted annually under the Plan, (iii) the
number and kind of shares or other securities subject to then outstanding
options under the Plan, and (iv) the price for each share subject to any then
outstanding options under the Plan. No fractional shares will be issued under
the Plan on account of any such adjustments.
14. Amendment and Termination. The Board shall have complete power and
authority to terminate and in any respect amend or modify the Plan, except to
the extent that the approval of Unisource's shareholders is required under
applicable law. No amendment, modification or termination of the Plan may have
a material adverse effect on the rights of a participant with respect to any
option previously granted, without his or her consent.
15. Government and Other Regulations. The obligation of Unisource to
sell, issue and deliver shares upon exercise of options granted under the Plan
shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies as may be required.
<PAGE>
16. Other Actions. Nothing contained in the Plan shall be construed to
limit the authority of Unisource to exercise its corporate rights and powers
including, but not limited to, the right of Unisource to grant options for
proper corporate purposes otherwise than under the Plan.
17. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
