As filed with the Securities and Exchange Commission on August 25, 1995
Registration No. 33-44922
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WAUSAU PAPER MILLS COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0690900
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE CLARK'S ISLAND
P.O. BOX 1408
WAUSAU, WISCONSIN 54402-1408
(Address of principal executive offices) (Zip Code)
WAUSAU PAPER MILLS COMPANY
1991 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
STEVEN A. SCHMIDT
VICE PRESIDENT-FINANCE, SECRETARY AND TREASURER
WAUSAU PAPER MILLS COMPANY
P.O. BOX 1408
WAUSAU, WI 54402-1408
(715) 845-5266
Copies to:
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER, S.C.
P.O. BOX 8050
WAUSAU, WI 54402-8050
(715) 845-4336
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Wausau Paper Mills Company ("Registrant")
are incorporated by reference in and made a part of this Registration
Statement by this reference except to the extent that any statement or
information therein is modified, superseded or replaced by a statement or
by information contained in any other subsequently filed document
incorporated herein by reference:
(1) Registrant's annual report on Form 10-K for the year ended August
31, 1994.
(2) Descriptions of Registrant's common stock in:
(a) Item 14, Form 10, December, 1973.
(b) Item 4, caption "Amendment of Restated Articles of
Incorporation", quarterly report on Form 10-Q for the period
ended February 29, 1992.
(c) Description of common stock set forth in Exhibit (99)(a) to
this Form S-8.
(d) Any amendment or report, including a report on Form 10-K,
Form 8-K or 10-Q, filed by the Registrant for the purpose of
updating the descriptions contained in the documents
described in (a), (b) and (c).
(3) From the date of filing of such documents described in (1) and
(2), above, all documents filed by Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
to the Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant is incorporated under the Wisconsin Business Corporation
Law and pursuant to sections 180.0850 to 180.0859 of the Wisconsin
statutes, subject to the limitations stated therein, is required to
indemnify any director or officer against liability and reasonable
expenses (including attorneys' fees) incurred by such person in the
defense of any threatened, pending or completed civil, criminal,
administrative or investigative action, suit or proceeding in which such
person is made a party by reason of being or having been a director or
officer of Registrant, unless liability was incurred because such person
breached or failed to perform a duty owed to the Registrant which
constituted (i) a willful failure to deal fairly with the Registrant or
its shareholders in connection with a matter in which such person has a
material conflict of interest; (ii) a violation of criminal law, unless
such person had reasonable cause to believe his or her conduct was lawful
or no reasonable cause to believe his or her conduct was unlawful; (iii) a
transaction from which such person derived an improper personal profit; or
(iv) willful misconduct. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights or
indemnification to which a person may be entitled under the Registrant's
articles of incorporation or bylaws, or any written agreement, vote of
shareholders or disinterested directors, or otherwise.
Section 180.0859 of the Wisconsin statutes provides that it is the
public policy of the State of Wisconsin that such indemnification
provisions apply, to the extent applicable to any other proceeding, to,
among other things, the offer, sale or purchase of securities in any
proceeding involving a state or federal statute.
Article III, Section 14, of the Registrant's Bylaws essentially
parallels the provisions of sections 180.0850 to 180.0859 of the Wisconsin
statutes. The Bylaws extend coverage to directors or officers serving in
a fiduciary or administrative capacity with respect to a Registrant-
sponsored employee benefit plan and also set forth procedures to be
followed in obtaining indemnification. Officers and directors of
Registrant are also insured, subject to certain specified exclusions and
deductible and maximum amounts, against loss from claims arising in
connection with their acting in their respective offices, which include
claims under the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
PAGE
(4) Instruments defining the rights of security
holders, including debentures.
(a) Restated Articles of Incorporation, 9*
as last amended December 16, 1991 and
effective as of December 18, 1991.
(b) Restated Bylaws, as last amended and 46<dagger>
restated July 17, 1992
(5) Opinion re legality.
Opinion of Ruder, Ware & Michler, S.C. 65*
(24) Consents of experts and counsel.
(a) Consent of Wipfli Ullrich Bertelson 67*
(b) Consent of Ruder, Ware & Michler, S.C. is 65*
set forth in Exhibit (5).
(24) Power of Attorney
Powers of attorney are set forth under
"Signatures", page 8 of this Form S-8.
(99) Additional Exhibits.
(a) Description of Common Stock 10
*Filed on January 3, 1992 with this Form S-8 Registration Statement
<dagger>Incorporated by reference to Exhibit 3(b) to annual report on
Form 10-K for the year ended August 31, 1992.
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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
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recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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)(i) and (a)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in the
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.
(b) The undersigned 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 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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(h) 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 expressed 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act 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 Amendment No. 1 to this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Wausau, State of Wisconsin, on August 21, 1995.
WAUSAU PAPER MILLS COMPANY
By: STEVEN A. SCHMIDT
Steven A. Schmidt
Vice President, Finance,
Secretary and Treasurer
(On behalf of Registrant and
as Principal Financial Officer)
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SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel D. King and Steven A.
Schmidt and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Amendment No. 1
to Form S-8 Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission and any other regulatory authority, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing required and necessary to be done in
and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement on Form S-8 has been signed on
August 21, 1995 by the following persons in the capacities indicated.
SAN W. ORR, JR DANIEL D. KING
San W. Orr, Jr. Daniel D. King
Chairman of the Board President and Chief Operating
and Chief Executive Officer Officer and a Director
(Principal Executive Officer)
DAVID B. SMITH, JR. STANLEY F. STAPLES, JR.
David B. Smith, Jr. Stanley F. Staples, Jr.
Director Director
HARRY R. BAKER STEVEN A. SCHMIDT
Harry R. Baker Steven A. Schmidt
Director Vice President-Finance,
Secretary and Treasurer
(Principal Accounting Officer)
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EXHIBIT INDEX
PURSUANT TO <section>232.102(D), REGULATION S-T
1. EXHIBIT (99)(A) Description of Common Stock
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Exhibit (99)(a)
DESCRIPTION OF COMMON STOCK
THE FOLLOWING DESCRIPTION OF THE COMMON STOCK DOES NOT PURPORT TO BE
COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY THE COMPANY'S RESTATED
ARTICLES OF INCORPORATION, AS AMENDED (THE "ARTICLES"), THE COMPANY'S
RESTATED BYLAWS, AS AMENDED (THE "BYLAWS"), AND THE WISCONSIN BUSINESS
CORPORATION LAW ("WBCL").
The authorized common stock of the Company (the "Common Stock")
consists of 36,000,000 shares, without par value. The Articles also
authorize the Board of Directors to issue up to 500,000 shares of
preferred stock and to specify the rights and preferences, including
voting power, of such preferred stock. No preferred stock has been
issued.
VOTING RIGHTS
Each holder of Common Stock is entitled to one vote for each share
held of record on the stock transfer books of the Company on each matter
to be voted upon at any annual or special meeting of the shareholders of
the Company except to the extent the voting power of shares held by any
person in excess of 20% may be limited to one-tenth of the full voting
power of such excess shares under the provisions of section 180.1150 of
the WBCL.
DIVIDENDS
Holders of Common Stock are entitled to receive dividends when, as and
if declared by the Board of Directors of the Company out of funds legally
available therefor.
LIQUIDATION PREFERENCE
Upon liquidation of the Company, holders of Common Stock are entitled
to receive the net assets of the Company after satisfaction of the prior
rights of any creditors of the Company and the holders of any class of
preferred stock which may then have been issued and outstanding.
MISCELLANEOUS
The Common Stock is not convertible and carries no preemptive rights.
The Common Stock is nonassessable except as provided in section
180.0622(2)(b) of the WBCL (relating to claims for wages for up to six
months' service, but not in excess of the amount of the consideration paid
for the shares).
ELECTION OF DIRECTORS AND OTHER BUSINESS
The Articles provide that the number of directors shall be determined
by the Board of Directors pursuant to the bylaws, but that there shall be
not less than three nor more than nine directors, divided into three
classes to be as nearly equal in
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size as possible. The classification of the Board of Directors could make
more difficult or discourage attempts to obtain control of the Company
through the election of directors because a minimum of two meetings held
for the purpose of electing directors would be required for any party to
elect a majority of the members of the Board.
The Bylaws require that not less than 60 days' nor more than 90 days'
notice be given to the Company of any intention to nominate a candidate
for director or to propose business from the floor at any annual or
special meeting of shareholders.
SPECIAL REQUIREMENTS FOR CERTAIN BUSINESS COMBINATIONS
ARTICLES
The Articles provide that an affirmative vote of 80% of the Common
Stock is required to approve a merger, a sale of all or substantially all
of the assets or certain other business combinations involving the Company
and a company controlled by a holder of 10% of the Common Stock under
which the Company would not be the surviving party or purchaser unless the
acquisition of Common Stock by the 10% holder involved had received
certain prior approval of the Board of Directors. In addition, the
affirmative vote of two-thirds of the Common Stock held by disinterested
shareholders is required where any business combination involves an
"interested shareholder" (generally the holder of 10% or more of the
Common Stock or an affiliate of such person), as defined in the Articles
unless (1) the consideration offered the shareholders of the Company meets
certain "fair price" requirements or (2) the transaction is approved by a
majority of the Board's disinterested directors prior to the date on which
the interested shareholder became an interested shareholder.
Various provisions dealing with certain business combinations, and the
provision for the classification of the Board of Directors, can be amended
only by the affirmative vote of 80% of the outstanding shares of Common
Stock or two-thirds of the shares of Common Stock held by independent
shareholders (as defined generally to mean shareholders not having an
interest in the surviving entity in any business combination) or both.
Certain of these provisions of the Articles and Bylaws, including the
classification of directors, could make more difficult or discourage a
merger, tender offer, proxy contest or other attempt to obtain control of
the Company.
WBCL
The WBCL also provides various limitations on voting power and other
actions in connection with certain mergers, consolidations, acquisitions
or liquidations. Under the WBCL, in discharging their duties to the
Company and in determining what they believe to be in the best interests
of the Company, directors and officers may, in addition to considering the
effect
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of any action on the Company's shareholders, consider the effects of the
action of employees, suppliers, customers, the communities in which the
Company operates and any other factors that the directors and officers
deem pertinent.
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