<PAGE>
As filed with the Securities and Exchange Commission on August 13, 1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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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)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(Address of principal executive offices)(Zip Code)
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UNISOURCE WORLDWIDE, INC.
RESTRICTED STOCK PLAN FOR DIRECTORS
(Full title of the Plan)
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Thomas A. Decker
Senior Vice President, General Counsel and Secretary
Unisource Worldwide, Inc.
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(Name and address of agent for service)
(610) 296-4470
(Telephone number, including area code, of agent for service)
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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 100,000 $8.9375(2) $893,750 $263.66
$0.001
par value(1)
================================================================================
(1) Including all related rights issued or issuable under the Registrant's
Rights Agreement.
(2) Calculated in accordance with Rule 457 (c) and (h) based upon the August
10, 1998 average of the high and low prices for Unisource Common Stock on
the New York Stock Exchange.
<PAGE>
PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
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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 pursuant to Rule 428(b) are available without charge,
upon written or oral request, to Unisource Worldwide, Inc., 1100 Cassatt Road,
Berwyn, PA 19312, Attn: Corporate Communications Department (telephone number:
(610) 296-4470).
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- -----------------------------------------------
The Registrant incorporates by reference herein the following documents:
a) the Registrant's Annual Report on Form 10-K for the year ended
September 30, 1997 (the "10-K");
b) the Registrant's Quarterly Report on Form 10-Q for the period ended
December 31, 1997;
c) the Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1998; and
d) the Registrant's Current Reports on Form 8-K dated January 21, 1998,
March 24, 1998, April 28, 1998, and July 30, 1998.
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. Interest of Named Experts and Counsel
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Not Applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
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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
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 from suits or other proceedings
brought in the right of the Registrant.
As permitted by law, the Registrant has purchased liability insurance
policies covering its directors and officers.
Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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(4) Rights Agreement, between the Registrant and National City Bank
(the "Rights Agreement"), the form of which is incorporated
herein by reference to the Rights Agreement filed as an exhibit
to the Registrant's Registration Statement on Form 8-A.
(5) Opinion of Morgan, Lewis & Bockius LLP as to the validity of the
securities.
(23) Consent of Independent Auditors.
(24) Form of Power of Attorney.
(99) Unisource Worldwide, Inc. Restricted Stock Plan for Directors.
<PAGE>
Item 9. Undertakings
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(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 Berwyn, Pennsylvania, on the 12th day of August, 1998.
UNISOURCE WORLDWIDE, INC.
Date: August 12, 1998 By: /s/ Richard H. Bogan
--------------------------
(Richard H. Bogan)
Senior Vice President and Chief
Financial Officer
(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 August 12, 1998
- -------------------------- Executive Officer
(Ray B. Mundt) (Principal Executive Officer)
and Director
/s/ Richard H. Bogan Senior Vice President and August 12, 1998
- -------------------------- Chief Financial Officer
(Richard H. Bogan) (Principal Financial Officer)
/s/ Robert M. McLaughlin Vice President and Controller August 12, 1998
- -------------------------- (Principal Accounting Officer)
(Robert M. McLaughlin)
Paul J. Darling II* Director August 12, 1998
- --------------------------
(Paul J. Darling II)
James J. Forese* Director August 12, 1998
- --------------------------
(James J. Forese)
Dana G. Mead* Director August 12, 1998
- --------------------------
(Dana G. Mead)
Rogelio G. Sada* Director August 12, 1998
- --------------------------
(Rogelio G. Sada)
James W. Stratton* Director August 12, 1998
- --------------------------
(James W. Stratton)
* By: /s/ Thomas A. Decker
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Thomas A. Decker
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Exhibits
- ------ --------
(4) Rights Agreement, between the Registrant and National City Bank
(the "Rights Agreement"), the form of which is incorporated
herein by reference to the Rights Agreement filed as an exhibit
to the Registrant's Registration Statement on Form 8-A.
(5) Opinion of Morgan, Lewis & Bockius LLP as to the validity of the
securities.
(23) Consent of Independent Auditors.
(24) Form of Power of Attorney.
(99) Unisource Worldwide, Inc. Restricted Stock Plan for Directors.
<PAGE>
Exhibit 5
August 11, 1998
Unisource Worldwide, Inc.
1100 Cassatt Road
Berwyn, Pennsylvania 19312
Re: Unisource Worldwide, Inc. Registration Statement on Form S-8
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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 Restricted Stock
Plan for Directors (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.
Restricted Stock Plan for Directors of our reports dated October 21, 1997, with
respect to the consolidated financial statements and schedule of Unisource
Worldwide, Inc. incorporated and included in its Annual Report (Form 10-K) for
the year ended September 30, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
August 7, 1998
<PAGE>
Exhibit 24
FORM OF POWER OF ATTORNEY
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The undersigned certifies that he is a Director of Unisource Worldwide,
Inc. ("Unisource").
The undersigned hereby appoints each of Hugh G. Moulton and Thomas A.
Decker as his attorneys-in-fact, each with the power of substitution, to
execute, on his behalf the foregoing registration statement on Form S-8, for
filing with the Securities and Exchange Commission ("SEC"), and to execute any
and all amendments to said registration statement, and to do all such other acts
and execute all such other documents which said attorney may deem necessary or
desirable.
Dated this ________________ day of ___________, 199__.
______________________________________________
[Name of Director]
<PAGE>
Exhibit 99
UNISOURCE WORLDWIDE, INC.
RESTRICTED STOCK PLAN FOR DIRECTORS
As Amended and Restated as of January 28, 1998
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1. PURPOSE. The purpose of this Restricted Stock Plan for Directors (the
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"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 January 1,
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1997.
3. ELIGIBILITY. Members of the Board of Directors of Unisource who are
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not employees of Unisource or a subsidiary shall be eligible to participate in
the Plan ("Participants"). Each such non-employee director shall become a
Participant on the later of (i) the Effective Date or (ii) the date such
individual first becomes a non-employee director.
4. STOCK. There are authorized for issuance or delivery under the Plan an
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aggregate of 100,000 shares of Unisource's common stock, subject to adjustment
as provided hereinafter in Section 10. Such shares may be authorized but
unissued shares, whether now or hereafter authorized, or issued shares which
have been reacquired by Unisource.
5. ADMINISTRATION.
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(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. 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.
Without limiting the foregoing, the Board may determine that awards 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 (the "Exchange Act").
(b) The Committee shall have full power and authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, and to make all other determinations and take all other actions deemed
necessary or advisable in administering the Plan. The determinations of the
Committee on matters relating to administration of the Plan shall be conclusive
and binding on all persons for all purposes. The members of the Committee shall
not be liable for any action taken or any decision made in good faith relating
to the Plan or any award hereunder. All powers of the Committee shall be
executed in its sole discretion, in the best interest of Unisource, not as a
fiduciary, and in keeping with the objectives of the Plan, and need not be
uniform as to similarly situated individuals.
<PAGE>
6. AWARDS.
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(a) Awards of Share Units. Awards shall be made under the Plan in
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the form of phantom shares of Unisource common stock ("Share Units"). Each
Share Unit shall represent a phantom interest equivalent to one share of
Unisource common stock ("Share"). Unisource shall credit Share Units
awarded under the Plan to book accounts ("Accounts") established on
Unisource's records for the Participants.
(b) Initial Awards. As of the Effective Date, the Unisource
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Worldwide, Inc. Retirement Plan for Non-Employee Directors (the "Retirement
Plan") shall be terminated, subject to shareholder approval of this Plan.
On January 23, 1997, each Participant shall receive an award of Share Units
calculated based on the present value of the Participant's accrued benefit
under the Retirement Plan. The present value of each Participant's benefit
under the Retirement Plan shall be computed as of the Effective Date by
Unisource's actuaries (using a 7-3/4 % interest rate and other reasonable
actuarial assumptions established by Unisource's actuaries), and then shall
be divided by the fair market value of a Unisource Share as of January 23,
1997. The fair market value of Unisource Shares shall be the closing sales
price of Unisource Shares as reported on the New York Stock Exchange
Composite Tape on January 23, 1997. Unisource shall credit to each
Participant's Account Share Units equal to the amount so computed.
(c) Annual Awards. On January 23, 1997 and on the date of each
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annual meeting of Unisource's shareholders thereafter, each Participant
shall receive an annual award of 800 Share Units in lieu of certain cash
compensation the Participant otherwise would receive for service as a
member of the Board of Directors. The Committee may change the number of
Share Units to be subject to an annual award by taking such action on or
before the date of the annual award. The Share Units shall be credited to
each Participant's Account as of the award date. If a director becomes a
Participant after the award date for a year, the Committee may grant the
director an award of Share Units in such amount as the Committee deems
appropriate.
7. DIVIDEND EQUIVALENTS. From the date of grant of each Share Unit until
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the Participant's Account has been fully distributed, on each dividend payment
date for Unisource Shares, Unisource shall credit to each Participant's Account
an amount equal to the dividend equivalent associated with the Share Units then
credited to the Account. The dividend equivalent is an amount determined by
multiplying the number of Share Units then credited to a Participant's Account
by the per share cash dividend, or the per share fair market value (as
determined by the Committee) of any non-cash dividend, paid by Unisource on its
Shares on the dividend payment date. The amount of dividend equivalent credited
to the Participant's Account shall then be converted to a number of Share Units
based on the closing sales price of Unisource Shares as reported on the New York
Stock Exchange Composite Tape on the dividend payment date.
8. REDEMPTION OF SHARE UNITS.
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(a) Separation from Service. If a Participant retires, dies or
-----------------------
otherwise ceases to be a member of the Board for any reason, Unisource shall
redeem all the Share Units then credited to the Participant's Account in a lump
sum payment as soon as practicable following such separation from service.
2
<PAGE>
(b) Redemption. Unisource shall redeem Share Units by paying the
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Participant (or his or her estate or personal representative, in the event of
death) a number of whole Shares equal to the number of Share Units being
redeemed. Any fractional Share Units credited to a Participant's Account shall
be paid in cash based on the closing sales price of Unisource Shares as reported
on the New York Stock Exchange Composite Tape on the last business day before
the payment date.
(c) Awards Subject to Shareholder Approval. Notwithstanding the
--------------------------------------
foregoing, Share Units that are awarded before the shareholders approve the Plan
may not be redeemed until after the shareholders approve the Plan. If a
redemption is postponed as a result of this Subsection (c), the redemption shall
be made as soon as is practicable after the shareholders approve the Plan.
9. ACCOUNTS. Unisource shall keep records to reflect the number of
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Share Units credited to each Participant's Account. Fractional Share Units
shall accumulate in the Participant's Account and shall be added to other
fractional Share Units held in the Account to create whole Share Units. No
Participant or any other person shall under any circumstances acquire any
property interest in any specific assets of Unisource as a result of awards
under this Plan. Nothing contained in this Plan and no action taken pursuant
hereto shall create or be construed to create a fiduciary relationship between
Unisource and any Participant or any other person. To the extent that a
Participant or other person acquires a right to receive payments from Unisource
hereunder, such right shall be no greater than the right of any unsecured
general creditor of Unisource.
10. 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, the Committee may make an appropriate and proportionate adjustment
in (i) the maximum number and kind of Shares reserved for issuance under the
Plan, (ii) the number and kind of awards granted annually under the Plan and
(iii) the number and kind of Share Units and Shares subject to then outstanding
awards under the Plan. No fractional Shares will be issued under the Plan on
account of any such adjustments.
11. NONASSIGNMENT. Awards of Share Units, and the rights and privileges
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conferred hereby, may not be transferred, assigned, pledged or hypothecated in
any way, whether by operation of law or otherwise (except by will or by the laws
of descent and distribution in the event a Participant dies), shall not be
subject to execution, attachment or similar process, and shall not be subject to
the claims of a Participant's creditors.
3
<PAGE>
12. NO RIGHTS AS A SHAREHOLDER. No Participant shall have any rights as a
--------------------------
shareholder of Unisource as a result of the award of Share Units under the Plan.
13. TAX WITHHOLDING. All awards shall be subject to any applicable tax
---------------
withholding requirements. Unisource shall have the right to withhold from other
compensation payable to the Participant amounts necessary to satisfy withholding
requirements with respect to awards, or Unisource may require that the
Participant pay to Unisource the amount of any such taxes that Unisource is
required to withhold with respect to an award. If the Committee so permits, a
Participant may elect to satisfy Unisource's tax withholding obligation with
respect to an award by having Unisource withhold the number of Shares that
become issuable to the Participant pursuant to the Plan by up to one-half of the
total number of Shares.
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
awards previously granted, without his or her consent. No awards may be granted
pursuant to this Plan after February 1, 2007. However, awards made before such
date shall continue to be governed in accordance with the terms of the Plan.
15. GOVERNMENT AND OTHER REGULATIONS. The obligation of Unisource
--------------------------------
to issue and transfer Shares 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. No Shares shall be issued or transferred in connection with
any award unless and until all legal requirements applicable to the issuance or
transfer or such Shares have been complied with to the satisfaction of the
Committee. The Committee shall have the right to condition any award on the
Participant's undertaking in writing to comply with such restrictions on his or
her subsequent disposition of such Shares as the Committee shall deem necessary
or advisable as a result of any applicable law, regulation or official
interpretation thereof, and certificates representing such Shares may be
legended to reflect any such restrictions. Certificates representing Shares
issued or transferred under the Plan will be subject to such stop-transfer
orders and other restrictions as may be required by applicable laws, regulations
and interpretations, including any requirement that a legend be placed thereon.
Nothing contained in the Plan shall be construed to limit the authority of
Unisource to exercise its corporate rights and powers.
16. COMPLIANCE WITH RULE 16b-3. With respect to persons subject to
--------------------------
Section 16 of the Exchange Act, it is the intent of Unisource that the Plan and
all transactions under the Plan comply with all applicable provisions of Rule
16b-3 or its successors under the Exchange Act.
17. GOVERNING LAW. The Plan shall be governed by and construed in
-------------
accordance with the laws of the Commonwealth of Pennsylvania.
4
