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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
(State or other jurisdiction of 13-5369500
incorporation or organization) (I.R.S. Employer Identification No.)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(Address of principal executive offices)(Zip Code)
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UNISOURCE WORLDWIDE, INC.
RETIREMENT SAVINGS PLAN
(Full title of the Plan)
-----------------------
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
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Common Stock 4,000,000 $8.9375 (2) $35,750,000 $10,546.25
$0.001
par value (1)
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Plan Interests (3) (3) (3) (3)
- ------------------------
(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 for Unisource Common Stock on the New York
Stock Exchange.
(3) An indeterminate number of plan interests is hereby registered. No
additional filing fee is payable thereon, pursuant to Rule 457 (h)(2).
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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 to employees 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 on January 21,
1998, March 24, 1998, April 28, 1998 and July 30, 1998.
The Plan incorporates by reference herein the Plan's Annual Report on
Form 11-K for the year ended December 31, 1997 (the "11-K").
All documents subsequently filed by the Registrant and by the Plan
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 hereof 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.
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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 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.
As permitted by law, the Registrant has purchased liability insurance
policies covering its directors and officers.
Item 7. Exemption from Registration Claimed
- -------------------------------------------
Not applicable.
Items 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. The Registrant has submitted the Plan, and hereby
undertakes that it will submit any amendment thereto, to the
Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the Plan.
(23) Consent of Independent Auditors.
(24) Form of Power of Attorney executed by certain directors of Unisource
Worldwide, Inc.
(99) Unisource Worldwide, Inc. Retirement Savings Plan is incorporated by
reference to the Registrant's Registration Statement on Form S-8 for
the Retirement Savings Plan as filed with the Commission on December
12, 1996.
<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 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.
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(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
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(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
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(Paul J. Darling II)
James J. Forese* Director August 12, 1998
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(James J. Forese)
Dana G. Mead* Director August 12, 1998
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(Dana G. Mead)
Rogelio G. Sada* Director August 12, 1998
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(Rogelio G. Sada)
James W. Stratton* Director August 12, 1998
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(James W. Stratton)
* By: /s/ Thomas A. Decker
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Thomas A. Decker
Attorney-in-fact
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 Berwyn, Commonwealth of
Pennsylvania, on August 12, 1998.
By: /s/ Allister H. McCree, Jr.
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Name: (Allister H. McCree, Jr.)
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Title: Director - Retirement Plans
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<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number 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. The Registrant has submitted the Plan, and hereby
undertakes that it will submit any amendment thereto, to the
Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the Plan.
(23) Consent of Independent Auditors.
(24) Form of Power of Attorney executed by certain directors of Unisource
Worldwide, Inc.
(99) Unisource Worldwide, Inc. Retirement Savings Plan is incorporated by
reference to the Registrant's registration statement on Form S-8 for
the Retirement Savings Plan as filed with the Commission on December
12, 1996.
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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 4,000,000 shares of the Company's common stock, $0.001 par value per
share (the "Shares"), under the Company's Retirement Savings 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 allocated to
participants in accordance with the terms of the Plan, will represent 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.
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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.
Retirement Savings Plan of our reports (a) 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 and (b) dated May 15, 1998, with respect to the
financial statements and schedules of the Unisource Worldwide, Inc. Retirement
Savings Plan included in the Plan's Annual Report (Form 11-K) for the year ended
December 31, 1997, both filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
August 7, 1998
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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]
