BA3DOCS1/0017454.01
As filed with the Securities and Exchange Commission on
August 9, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
WAVERLY, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0523730
(State or other jurisdiction(I.R.S. Employer Identification
No.)
of incorporation or organization)
351 West Camden Street
Baltimore, Maryland 21201-2436
(Address of Principal Executive Offices)(Zip Code)
Waverly, Inc. 1995 Employee Stock Option Plan
(Full title of the plan)
E. Magruder Passano, Jr.
Waverly, Inc.
351 West Camden Street
Baltimore, Maryland 21201-2436
(Name and address of agent for service)
(410) 528-4000
(Telephone number, including area code, of agent for
service)
Copy To:
Ariel Vannier, Esquire
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201
(410) 244-7567
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registratio
to be registe offering aggregate n fee(1)
registered red price per offering
share(1) price(1)
Common 750,000
Stock Shares $35.19 $26,392,500 $9,100.86
$2.00 Par
Value
</TABLE>
(1) Estimated pursuant to Rule 457(h) under the
Securities Act of 1933 based upon the average of the high
and low price for the Registrant's Common Stock reported on
the Nasdaq National Market on August 8, 1995 solely for the
purpose of calculating the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by
the Registrant, Waverly, Inc. , with the Securities and
Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(b) Quarterly Report on Form 10-Q for the
period ended March 31, 1995;
(c) Description of the Company's Common
Stock contained in the Company's Registration
Statement on Form 8A filed with the
Commission under the Securities Exchange Act
of 1934 on May 11, 1972, including any
amendment or report filed for the purpose of
updating the description.
All documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 into this
Registration Statement and to be a part of the Registration
Statement from the date of filing of such document.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The MGCL provides that a corporation may indemnify
any director made a party to a proceeding by reason of
service in that capacity unless it is established that: (1)
the act or omission of the director was material to the
<PAGE>
matter giving rise to the proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate
dishonesty, or (2) the director actually received an
improper personal benefit in money, property or services, or
(3) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was
unlawful. To the extent that a director has been successful
in defense of any proceeding, the MGCL provides that he
shall be indemnified against reasonable expenses incurred in
connection therewith. A Maryland corporation may indemnify
its officers to the same extent as its directors and to such
further extent as is consistent with law.
Paragraphs (f) and (g) of Article Seventh of the
Articles of Incorporation of the Registrant provide for the
indemnification of directors and officers of the Registrant
as follows:
(f) To the maximum extent that limitations on
the liability of directors and officers are
permitted by the Maryland General Corporation
Law, as from time to time amended, no director
or officer of the Corporation shall have any
liability to the Corporation or its
stockholders for money damages. This
limitation on liability applies to events
occurring at the time a person serves as a
director or officer of the Corporation whether
or not such person is a director or officer at
the time of any proceeding in which liability
is asserted. No amendment or repeal of this
paragraph, or the adoption of any provision of
the Corporation's Charter inconsistent with
this paragraph, shall apply to or affect in
any respect the liability of any director or
officer of the Corporation with respect to any
alleged act or omission which occurred prior
to such amendment, repeal or adoption.
(g) To the maximum extent permitted by the
Maryland General Corporation Law, as from time
to time amended, the Corporation shall
indemnify its currently acting and its former
directors against any and all liabilities and
expenses incurred in connection with their
services in such capacities, shall indemnify
its currently acting and its former officers
to the full extent that indemnification shall
be provided to directors, and shall indemnify
its employees and agents and persons who serve
and have served, at its request as a director,
officer, partner, trustee, employee or agent
of another corporation, partnership, joint
venture of other enterprise. The Corporation
shall, also to the same extent, advance
expenses to its directors, officers and other
persons referred to above and
<PAGE>
may by Bylaw, resolution or agreement
make further provision for indemnification of
directors, officers, employees and agents. No
amendment or repeal of this paragraph, or the
adoption of any provision of the Corporation's
charter inconsistent with this paragraph,
shall apply to or affect in any respect the
indemnification of any director or officer of
the Corporation with respect to any alleged
act or omission which occurred prior to such
amendment, repeal or adoption.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits are listed in the Exhibit Index
included herein.
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 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 (1)(i) and (1)(ii) do not
apply if 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.
<PAGE>
(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 Sections 13(a) or 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.
(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 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 of 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
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 the City of Baltimore, State
of Maryland, on August 8, 1995.
WAVERLY, INC.
By: / E. Philip Hanlon/
E. Philip Hanlon
Vice President, Chief
Financial Officer, and
Treasurer
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 date
indicated.
Signature/Title
Edward B. Hutton, Jr. Donald W. Dick, Jr.,
President, Chief Executive Director
Officer and Director
(Principal Executive Michael M.E. Johns, M.D.,
Officer) Director
E. Philip Hanlon Samuel G. Macfarlane,
Vice President, Chief Director
Financial Officer and
Treasurer Carolyn Manuszak, Director
(Principal Financial
Officer and Ackneil M. Muldrow, II,
Principal Accounting Director
Officer)
Edward M. Passano, Sr.,
William M. Passano, Jr. Director
Chairman and Director
Richard C. Riggs, Jr.,
E. Magruder Passano, Jr., Director
Vice Chairman and Director
John F. Spahr, Jr.,
Barbara J. Bonnell, Director
Director
Rodney G. Stieff, Director
David J. Callard, Director
Oliver S. Travers, Director
Michael Urban, Director
By: /E. Philip Hanlon/ August 8,
1995
E. Philip Hanlon
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Listed below are the Exhibits filed herewith and
which appear immediately hereafter.
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit Description Page
Number
4A Waverly, Inc. Articles of Restatement
(incorporated by reference to Exhibit
3A filed with 1989 Annual Report on
Form 10-K)
4B Articles of Amendment 8
5 Opinion of Venable, Baetjer and 12
Howard, LLP
24.1 Consent of Venable, Baetjer and
Howard, LLP (included in Exhibit 5)
24.2 Consent of Price Waterhouse LLP 13
25 Power of Attorney 14
</TABLE>
<PAGE>
EXHIBIT 4B
WAVERLY, INC.
ARTICLES OF AMENDMENT
WAVERLY, INC., a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter
called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation as restated
on May 2, 1988, is hereby amended:
(l) By striking out Article FIFTH and by inserting
in lieu thereof the following:
FIFTH: (a) The Corporation shall have 14
directors divided into three classes, Class A,
Class B and Class C, the members of each class to
serve for terms of three years each, the term of
one class to expire at each annual meeting
beginning with the annual meeting to be held in
1992. The directors elected at the annual meeting
in 1991 are hereby divided into the following
classes to serve for the terms indicated:
Class A, whose terms will expire at the annual
meeting in 1992:
Barbara J. Bonnell
Donald W. Dick, Jr.
Carolyn Manuszak
E. Magruder Passano, Jr.
Rodney G. Stieff
Class B, whose terms will expire at the annual
meeting in 1993:
Samuel G. Macfarlane
Edward M. Passano, Sr.
William M. Passano, Jr.
Oliver S. Travers, Jr.
<PAGE>
Class C, whose terms will expire at the annual
meeting in 1994:
David J. Callard
Edward B. Hutton, Jr.
John F. Spahr, Jr.
Dr. Richard S. Ross
Dr. Michael Urban
(b) The stockholders may elect a successor to
fill a vacancy in the Board of Directors caused by the
removal of a director, and the successor shall serve for the
balance of the term of the removed director. The
affirmative vote of at least 80% of the remaining directors
who have been in office for at least two years or since the
date of the 1991 annual meeting, even if less than a quorum,
shall be required to fill a vacancy resulting from any cause
other than removal of a director or an increase in the
number of directors. The affirmative vote of at least 80%
of the entire board of directors who have been in office for
at least two years or since the date of the 1991 annual
meeting shall be required to fill a vacancy resulting from
an increase in the number of directors. A director elected
by the Board of Directors to fill a vacancy shall serve
until the next annual meeting of stockholders and until his
successor is elected and qualifies.
(2) By striking out paragraph (a) of Article SIXTH
of the Charter and inserting in lieu thereof the following:
SIXTH: (a) The total number of shares of
stock which the Corporation has authorization to
issue is Twelve Million (12,000,000) shares of
common stock of the par value of Two Dollars
($2.00) each with an aggregate par value of
$24,000,000, and Five Hundred Thousand (500,000)
shares of preferred stock, no par value. The
aggregate par value of all shares having par value
is Twenty Four Million Dollars ($24,000,000).
(3) By adding to paragraph (d) of Article SEVENTH
of the Charter the following:
The Board of Directors shall have the power
from time to time to classify or reclassify
any unissued stock, whether now or hereafter
authorized, by setting or changing the
preferences, conversion or other rights,
voting powers, restrictions, limitations as to
dividends, qualifications, or terms or
conditions of redemption of such stock.
<PAGE>
(4) By striking out paragraph (h) of Article
SEVENTH of the Charter and inserting in lieu thereof the
following:
(h) Notwithstanding any provision of law
requiring any action to be taken or authorized by
the affirmative vote of the holders of a designated
proportion of the votes of all classes or of any
class of stock of the Corporation, such action
shall be effective and valid if taken or authorized
by the affirmative vote of a majority of the total
number of votes entitled to be cast thereon;
provided, however, that a vote of eighty percent
(80%) of the outstanding shares entitled to vote
shall be required to remove a director from office,
to fill a vacancy resulting from such removal, to
amend Article FIFTH of the Charter, to alter, amend
or repeal the Bylaws of the Corporation or to
alter, amend or repeal this proviso to Paragraph
(h) of Article SEVENTH of the Charter.
SECOND: The aggregate par value of all shares of
all classes of stock of the Corporation heretofore
authorized was $12,000,000, consisting of 6,000,000 shares
of common stock of the par value of Two Dollars ($2.00)
each. The aggregate par value of all shares of all classes
of stock having par value as increased by this amendment is
$24,000,000, consisting of 12,000,000 shares of common stock
of the par value of Two Dollars ($2.00) each. This
amendment has the effect of increasing the aggregate par
value of all shares of all classes of stock of the
Corporation having par value by $12,000,000 and of creating
a new class of 500,000 shares of preferred stock, no par
value.
THIRD: The foregoing amendments to the Charter of
the Corporation were declared advisable by the directors of
the Corporation at a meeting duly convened and held on
February 28, 1991 and were approved at the annual meeting of
stockholders of the Corporation duly convened and held on
April 29, 1991.
<PAGE>
FOURTH: Notice setting forth the aforesaid
amendments of the charter (or a summary of the changes to be
effected by said amendments of the charter) and stating that
a purpose of the meeting of the stockholders would be to
take action thereon, was given as required by law to all
stockholders of the Corporation entitled to vote thereon.
The amendments of the charter of the Corporation as
hereinabove set forth were approved by the stockholders of
the Corporation at said meeting by the affirmative vote
required by the Corporation's charter and by law.
IN WITNESS WHEREOF, WAVERLY, INC. has caused these
presents to be signed in its name and on its behalf by its
President and its corporate seal to be hereunto affixed and
attested by its Secretary.
AND THE UNDERSIGNED, President of WAVERLY, INC. who
executed on behalf of said Corporation the foregoing
Articles of Amendment, of which this certificate is made a
part, hereby certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth
therein relating to the authorization and approval of said
amendments are true in all material respects, and that this
statement is made under the penalties of perjury.
ATTEST: WAVERLY, INC.
/s/ E. MAGRUDER PASSANO, JR. By: /s/ EDWARD B. HUTTON, JR.
E. Magruder Passano, Jr., Edward B.
Hutton, Jr.,
Secretary President
<PAGE>
EXHIBIT 5
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
(410)244-7400, Fax (410)244-7742
August 8, 1995
Waverly, Inc.
428 East Preston Street
Baltimore, MD 21202
Gentlemen:
We have acted as counsel for Waverly, Inc. (the
"Corporation") in connection with a registration statement
on Form S-8 being filed with the Securities and Exchange
Commission (the "Registration Statement"), registering
750,000 shares of Common Stock (par value $2.00 per share)
of the Corporation (the "Shares") for issuance and sale
pursuant to the Corporation's 1995 Employee Stock Option
Plan (the "Plan").
We have examined the Corporation's charter, its by-
laws, the Registration Statement in substantially the form
it is to become effective, the Plan and such records of the
Corporation as we have deemed to be necessary to render the
opinion set forth herein.
Based on such examination, we are of the opinion
that:
1. The Corporation is duly organized and validly
existing as a corporation in good standing under the laws of
the State of Maryland.
2. The Shares, to be offered for sale pursuant
to the Registration Statement, have been duly authorized for
issuance, and when sold, issued and paid for as contemplated
in the Registration Statement, will have been validly issued
and will be fully paid and nonassessable shares of Common
Stock of the Corporation under the laws of the State of
Maryland.
We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement.
Very truly yours,
VENABLE, BAETJER AND HOWARD, LLP
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement
on Form S-8 of our report dated February 22, 1995, which
appears on page 27 of the 1994 Annual Report to Shareholders
of Waverly, Inc., which is incorporated by reference in
Waverly's Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement
Schedules, which appears on page 14 of such Annual Report on
Form 10-K.
PRICE WATERHOUSE LLP
Baltimore, Maryland
August 8, 1995
<PAGE>
EXHIBIT 25
WAVERLY, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned directors and officers of Waverly, Inc., a
Maryland corporation (the "Company"), hereby constitute and
appoint Arthur E. Newman and E. Philip Hanlon, or either of
them acting singly, the true and lawful agents and attorney-
in-fact of the undersigned with full power and authority in
said agents and attorneys-in-fact, or either of them, to
sign for the undersigned and in their respective names, as
directors and as officers of the Company, the Registration
Statement of the Company on Form S-8 or other appropriate
form (and any pre-effective or post-effective amendments or
supplements to such Registration Statement), to be filed
under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission relating to the Common
Stock to be issued by the Company in connection with the
Company's 1995 Employee Stock Option Plan.
Capacity Date
/Edward B. Hutton Jr./ July
28, 1995
Edward B. Hutton, Jr.
President, Chief Executive Officer and Director
(Principal Executive Officer)
/E. Philip Hanlon/ July
28, 1995
E. Philip Hanlon
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
/Robert F. Bounds/ July
28, 1995
Robert F. Bounds
Controller
(Principal Accounting Officer)
/William M. Passano, Jr./
July 28, 1995
William M. Passano, Jr.
Chairman and Director
<PAGE>
/E. Magruder Passano, Jr./
July 28, 1995
E. Magruder Passano, Jr.,
Vice Chairman, Secretary and Director
/Barbara J. Bonnell/
July 28, 1995
Barbara J. Bonnell, Director
/David J. Callard/ July
28, 1995
David J. Callard, Director
/Donald W. Dick, Jr./ July
28, 1995
Donald W. Dick, Jr., Director
/Michael M.E. Johns, M.D./
July 28, 1995
Michael M.E. Johns, M.D., Director
/Samuel G. Macfarlane/ July
28, 1995
Samuel G. Macfarlane, Director
/Carolyn Manuszak/ July
31, 1995
Carolyn Manuszak, Director
/Ackneil M. Muldrow, II/ July
28, 1995
Ackneil M. Muldrow, II, Director
/Edward M. Passano, Sr./ July
27, 1995
Edward M. Passano, Sr., Director
/Richard C. Riggs, Jr./ July
28, 1995
Richard C. Riggs, Jr., Director
/John F. Spahr, Jr./
July 28, 1995
John F. Spahr, Jr., Director
/Rodney G. Stieff/ July
28, 1995
Rodney G. Stieff, Director
/Oliver S. Travers/ July
28, 1995
Oliver S. Travers, Director
/Michael Urban/ July
28, 1995
Michael Urban, Director
