As filed with the Securities and Exchange Commission on September 5, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VESTCOM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-3477425
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1100 Valley Brook Avenue
Lyndhurst, New Jersey 07071
(Address of Principal Executive Offices) (Zip Code)
VESTCOM INTERNATIONAL, INC.
1997 EQUITY COMPENSATION PROGRAM
(Full title of the plan)
Joel Cartun
Vestcom International, Inc.
1100 Valley Brook Avenue
Lyndhurst, New Jersey 07071
201-935-7666
(Name, address and telephone number, including area code,
of agent for service)
with a copy to:
Alan Wovsaniker, Esq.
Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
65 Livingston Avenue
Roseland, New Jersey 07068
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit (1) price fee
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Common Stock,
no par value 810,000 sh(2) $16.625 $13,466,250 $4,081
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(1) Pursuant to Rule 457, the proposed maximum offering price per share is
estimated solely for the purpose of computing the amount of the
registration fee and is based on the average of the high and low sales
prices of the Common Stock of the registrant reported on the Nasdaq
National Market on September 2, 1997.
(2) Plus such indeterminate number of additional shares as shall become
issuable pursuant to the anti-dilution provisions of the above-mentioned
plan.
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Vestcom International, Inc. (the
"Company") with the Securities and Exchange Commission (the "SEC"), are hereby
incorporated by reference:
(a) the Company's Prospectus, dated June 30, 1997, filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997; and
(c) the description of the Common Stock of the Company contained in the
Company's Form 8-A declared effective by the SEC on July 29, 1997.
All documents subsequently filed by the Company 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 which indicates that all securities offered
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 a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that such statement is modified or
superseded by a subsequently filed document which also is or is deemed to be
incorporated by reference herein. Any such statement so modified or superseded
shall not be deemed to constitute a part of this registration statement except
as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Subsection (2) of Section 3-5, Title 14A of the New Jersey Business
Corporation Act empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a corporate agent (i.e., a
director, officer, employee or agent of the corporation or a director, officer,
trustee, employee or agent of another related corporation or enterprise),
against reasonable costs (including attorneys' fees), judgments,
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fines, penalties and amounts paid in settlement incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceedings, had
no reasonable cause to believe that such conduct was unlawful.
Subsection (3) of Section 3-5 empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection with any proceeding by or in the right of the corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate agent if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
Subsection (4) of Section 3-5 provides that to the extent that a
corporate agent has been successful in the defense of any action, suit or
proceeding referred to in subsections (2) and (3) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) incurred by him in connection therewith; subsection
(8) of Section 3-5 provides that indemnification provided for by Section 3-5
shall not be deemed exclusive of any rights to which the indemnified party may
be entitled; and subsection (9) of Section 3-5 empowers a corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or expenses incurred by
him in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities and
expenses under Section 3-5.
The Registrant's Certificate of Incorporation contains the following
provisions regarding indemnification:
"Every person who is or was a director or officer of
the corporation shall be indemnified by the corporation to the
fullest extent allowed by law, including the indemnification
permitted by N.J.S. 14A:3-5(8), against all liabilities and
expenses imposed upon or incurred by that person in connection
with any proceeding in which that person may be made, or
threatened to be made, a party, or in which that person may
become involved by reason of that person being or having been
a director or officer or of serving or having served in any
capacity with any other enterprise at the request of the
corporation, whether or not that person is a director or
officer or continues to serve the other enterprise at the time
the liabilities or expenses are imposed or incurred. During
the pendency of any such proceeding, the corporation shall, to
fullest extent permitted by law, promptly advance expenses
that are incurred from time to time, by a director or officer
in connection
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with the proceeding, subject to the receipt by the corporation
of an undertaking as required by law."
The Registrant's Certificate of Incorporation contains the following
provision regarding certain limitations on the liability of directors and
officers:
"A director or an officer of the corporation shall
not be personally liable to the corporation or its
shareholders for the breach of any duty owed to the
corporation or its shareholders except to the extent that an
exemption from personal liability is not permitted by the New
Jersey Business Corporation Act."
The Registrant has obtained directors' and officers' liability
insurance providing coverage of up to $10.0 million.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Registrant's Restated Certificate of Incorporation, as amended, is
incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.
5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
(included in Exhibit 5.1)
24.1 Power of Attorney
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are 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 1993;
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(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; and
(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 (1)(i) and (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
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.
The undersigned registrant 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or 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 expressed
in the Securities Act of 1933 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 that 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities At of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Lyndhurst, State of New Jersey, on the 3rd day of
September, 1997.
VESTCOM INTERNATIONAL, INC.
By: /s/Joel Cartun
______________________
Joel Cartun, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/Joel Cartun President, Chief Executive September 3, 1997
- -------------- Officer and Director
Joel Cartun
/s/Howard April* Director September 3, 1997
___________________
Howard April
/s/Gary J. Marcello* Director September 3, 1997
____________________
Gary J. Marcello
Stephen R. Bova* Director September 3, 1997
____________________
Stephen R. Bova
Leonard J. Fassler* Director September 3, 1997
____________________
Leonard J. Fassler
Fred S. Lafer* Director September 3, 1997
____________________
Fred S. Lafer
Richard D. White* Director September 3, 1997
____________________
Richard D. White
Harvey Goldman* Executive Vice President, September 3, 1997
____________________ Chief Financial Officer
Harvey Goldman and Treasurer (Principal
Financial and Accounting
Officer)
*By: /s/Joel Cartun
________________
Joel Cartun
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description Page No.
4.1 Registrant's Restated Certificate of
Incorporation, as amended (incorporated
by reference)
5.1 Opinion of Lowenstein, Sandler, Kohl,
Fisher & Boylan, P.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Lowenstein, Sandler, Kohl,
Fisher & Boylan, P.C. is included in
Exhibit 5.1
24.1 Power of Attorney
September 2, 1997
Vestcom International, Inc.
1100 Valley Brook Avenue
Lyndhurst, NJ 07071
Gentlemen:
You have requested our opinion in connection with the registration with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), of 810,000 shares of the common stock ("Common Stock"), no par
value, of Vestcom International, Inc. (the "Company") on a registration
statement on Form S-8 (the "Registration Statement"). The shares of Common Stock
to which the Registration Statement relates are issuable pursuant to the
Company's 1997 Equity Compensation Program (the "Plan").
We have examined and relied upon originals or copies, authenticated or
certified to our satisfaction, of all such corporate records of the Company,
communications or certifications of public officials, certificates of officers,
directors and representatives of the Company, and such other documents as we
have deemed relevant and necessary as the basis of the opinions expressed
herein. In making such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing and relying upon statements of fact contained in
the documents which we have examined, we are of the opinion that the shares of
Common Stock offered by the Company pursuant to the Plan, when registered
pursuant to the Act and paid for in full by the participants in accordance with
the Plan, will be, when issued, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto.
Very truly yours,
LOWENSTEIN, SANDLER, KOHL,
FISHER & BOYLAN, P.A.
By: /s/Laura R. Kuntz
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Vestcom International, Inc.
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report related to Vestcom
International, Inc. dated February 25, 1997 (except with respect to Note 3 as to
which the date is March 17, 1997) included in Vestcom International, Inc.'s Form
S-1 Registration Statement File No. 333-23519 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
September 3, 1997
POWER OF ATTORNEY
WHEREAS, the undersigned officers and directors of Vestcom International,
Inc. desire to authorize Joel Cartun and Harvey Goldman to act as their
attorneys-in-fact and agents, for the purpose of executing and filing a
registration statement on Form S-8, including all amendments thereto,
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joel Cartun and Harvey Goldman, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to sign a Registration Statement on Form S-8 registering
shares of the Common Stock of Vestcom International, Inc. issuable pursuant to
the Vestcom International, Inc. 1997 Equity Compensation Program, including any
and all amendments and supplements thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney in
the following capacities on this 13th day of August, 1997.
Signatures Title
/s/ Joel Cartun
______________________________ President, Chief Executive
Joel Cartun Officer and Director
/s/Howard April
______________________________ Director
Howard April
/s/Gary J. Marcello
______________________________ Director
Gary J. Marcello
/s/ Stephen R. Bova
______________________________ Director
Stephen R. Bova
/s/Leonard J. Fassler
______________________________ Director
Leonard J. Fassler
/s/Fred S. Lafer
______________________________ Director
Fred S. Lafer
/s/Richard D. White
______________________________ Director
Richard D. White
/s/Harvey Goldman
______________________________ Executive Vice President,
Harvey Goldman Chief Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
