<PAGE>
As filed with the Securities and Exchange Commission on September 24, 1998
Registration No. 333
---------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------------
SCHOOL SPECIALTY, INC.
(Exact name of registrant as specified in its charter)
Delaware 39-0971239
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
100 North Bluemond Drive
Appleton, Wisconsin 54914
(Address of Principal Executive Offices)
(920) 734-2756
(Registrant's telephone number, including area code)
School Specialty, Inc. 1998 Stock Incentive Plan
School Specialty, Inc. 401(k) Plan
(Full title of the plan)
Don Noskowiak
Chief Financial Officer
School Specialty, Inc.
100 North Bluemond Drive
Appleton, Wisconsin 54914
(920) 734-2756
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
With a copy to:
Mark Dewire, Esq.
Roger J. Patterson,Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Name of Plan Registered Registered Per Share Price Fee
- ---------------------- ------------------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
1998 Stock Incentive Common Stock, par 2,915,000 $15.87 $46,257,380(1) $13,646
Plan (the "SIP") value $0.001 per
share
401(k) Plan (the Common Stock, par 500,000 $13.75 $ 6,875,000(3) $ 2,029
"Plan")(2) value $0.001 per
share
</TABLE>
<PAGE>
(1) In accordance with Rule 457(c) and (h), the aggregate offering price
and the amount of the registration fee are computed on the basis (a)
for 757,542 ungranted options issuable pursuant to the SIP, a per
share exercise price of $13.75 per share, which is equal to the
average of the high and low prices reported in the Nasdaq Stock Market
on September 17, 1998, and (b) for 2,157,458 options previously granted
pursuant to the SIP, the weighted average per share exercise price of
$16.61 per share.
(2) Interests in the Plan are also being registered hereby, for which no
additional fee is payable pursuant to Rule 457(h)(2).
(3) In accordance with Rule 457(c) and (h), the aggregate offering price
and the amount of the registration fee are computed on the basis of
$13.75 per share, the average of the high and low prices reported in
the Nasdaq Stock Market on September 17, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. School Specialty, Inc. (the "Registrant" or the
"Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (prior to 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.
(a) The Company's Report on Form 10-K for the year ended April 25,
1998.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since April 25, 1998.
(c) The description of the Company's Common Stock which is incorporated
by reference in the Registration Statement on Form 8-A filed by the Company
under the Exchange Act on June 4, 1998, including any amendment or report filed
for the purpose of updating such description.
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<PAGE>
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Article Nine of School Specialty's Certificate of Incorporation
provides that School Specialty shall indemnify its directors and officers to the
fullest extent permitted by the General Corporation Law of the State of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability. Article Eight of School Specialty's Certificate of
Incorporation states that directors of School Specialty will not be liable to
School Specialty or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to School Specialty or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions or (iv) for any transaction from which
the director derived an improper personal benefit.
Article Four of School Specialty's Bylaws provides that School
Specialty shall indemnify its officers and directors (and those serving at the
request of School Specialty as an officer or director of another corporation,
partnership, joint venture, trust or other enterprise), and may indemnify its
employees and agents (and those serving at the request of School Specialty as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise), against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred, if such
officer, director, employee or agent acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of School
Specialty, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In a derivative action,
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such officer, director, employee or agent in
the defense or settlement of such action or suit, and no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to School Specialty unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court shall deem proper.
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<PAGE>
Unless the Board of Directors of School Specialty otherwise determines
in a specific case, expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding shall be paid by School Specialty
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the officer or director to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by School Specialty.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibit Index attached to this registration statement is
incorporated herein by reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(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 1993;
(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
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 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
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<PAGE>
Securities Exchange Act of 1934 (and, where applicable, each filing of any
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
reflating 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.
[The remainder of this page is intentionally left blank.]
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Appleton, Wisconsin on the 24th day of September, 1998.
School Specialty, Inc.
By: /s/ DANIEL P. SPALDING
----------------------------------
Daniel P. Spalding
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints Daniel P.
Spalding and Donald J. Noskowiak as his or her true and lawful
attorney-in-fact each acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact 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 for all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute, acting alone, may lawfully do or cause to be done by virtue
hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DANIEL P. SPALDING Chairman of the Board and September 24, 1998
- ---------------------------------------- Chief Executive Officer
Daniel P. Spalding (Principal Executive Officer)
/s/ DAVID J. VANDER ZANDEN President, Chief Operating September 24, 1998
- ---------------------------------------- Officer and Director
David J. Vander Zanden
/s/ DONALD J. NOSKOWIAK Executive Vice President and
- ---------------------------------------- Chief Financial Officer September 24, 1998
Donald J. Noskowiak (Principal Financial and
Accounting Officer)
- ---------------------------------------- Director September ___, 1998
Jonathan J. Ledecky
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ LEO C. MCKENNA
- ---------------------------------------- Director September 24, 1998
Leo C. McKenna
- ----------------------------------------- Director September ___, 1998
Rochelle Lamm Wallach
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 1998 Stock Incentive Plan (a)
5 Opinion of Wilmer, Cutler & Pickering, as to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, as independent public accountant
23.2 Consent of Ernst & Young LLP, as independent Auditors, with
respect to School Specialty, Inc.
23.3 Consent of Ernst & Young LLP, as independent Auditors, with
respect to National School Supply Company
23.4 Consent of BDO Seidman, LLP, as independent public accountant
24 Power of attorney (included on signature pages of this Registration
Statement)
- -----------
(a) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 Amendment No. 3 (File No. 333-46537) as filed with Commission
on June 4, 1998.
<PAGE>
Exhibit 5
WILMER, CUTLER & PICKERING
2445 M Street, N.W.
Washington, D.C. 20037-1420
September 24, 1998
School Specialty, Inc.
1000 North Bluemound Drive
Appleton, Wisconsin 54914
Re: School Specialty, Inc. Registration Statement of Form S-8
Dear Ladies and Gentlemen:
We have acted as counsel to School Specialty, Inc., a Delaware
corporation, (the "Company"), in connection with a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended. The Registration Statement relates to the registration of the shares of
Common Stock of the Company, par value $0.001 per share (the "Shares"), to be
issued pursuant to the Company's 1998 Stock Incentive Plan (the "SIP") and its
401(k) Plan (the "Plan"), and interests (the "Interests") to be issued pursuant
to the Plan. For the purposes of this opinion, we have examined and relied upon
such documents, records, certificates and other instruments as we have deemed
necessary.
Based solely upon the foregoing, and upon our examination of
such questions of law and statutes as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that (a) the Shares
and the Interests have been lawfully and duly authorized; and (b) such Shares
and Interests will be validly issued, fully paid and nonassessable (i) upon
payment of the exercise price established pursuant to the SIP in the case of
Shares issued upon exercise of options granted thereunder and (ii) in the case
of Interests, upon contributions pursuant to the terms of the Plan.
We are members of the bar of the District of Columbia and
Maryland and do not hold ourselves out as being experts in the law of any other
state. This opinion is limited to the laws of the United States and the General
Corporation Law of Delaware. Although we do not hold ourselves out as being
experts in the laws of Delaware, we have made an investigation of such laws to
the extent necessary to render our opinion. Our opinion is rendered only with
respect to the laws and the rules, regulations and orders thereunder that are
currently in effect.
<PAGE>
School Specialty, Inc.
September 24, 1998
Page 2
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion. This opinion has been
prepared for your use in connection with the filing of the Registration
Statement on September 24, 1998, and should not be quoted in whole or in part
or otherwise be referred to, nor otherwise be filed with or furnished to any
governmental agency or other person or entity, without our express prior written
consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ Mark Dewire
----------------------------------
Mark Dewire, a partner
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of (i) our report dated June 24, 1998, which appears in
School Specialty, Inc.'s Annual Report on Form 10-K for the year ended April 25,
1998; (ii) our report dated September 3, 1998, relating to the financial
statements of Hammond & Stephens Company, which appears in the current Report on
Form 8-K of School Specialty, Inc. dated September 14, 1998.
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
September 18, 1998
<PAGE>
Exhibit 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the School Specialty, Inc. 1998 Stock Incentive Plan
and the School Specialty, Inc. 401(k) Plan of our report dated February 2,
1996, with respect to the consolidated financial statements of School
Specialty, Inc. for the year ended December 31, 1995 included in the Annual
Report (Form 10-K) of School Specialty, Inc. for the year ended April 25,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young L.L.P.
Milwaukee, Wisconsin ERNST & YOUNG LLP
September 18, 1998
<PAGE>
Exhibit 23.3
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the School Specialty, Inc. 1998 Stock
Incentive Plan and the School Specialty, Inc. 401(k) Plan of our report dated
June 11, 1998 (except for Note C, as to which the date is June 17, 1998) with
respect to the consolidated financial statements of The National School
Supply Company and Subsidiaries included in the Current Report (Form 8-K/A)
of School Specialty, Inc. filed with the Securities and Exchange Commission
on September 14, 1998.
/s/ Ernst & Young LLP
Cleveland, Ohio
September 18, 1998
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
School Specialty, Inc.
Appleton, Wisconsin
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our report
dated February 8, 1996, relating to the financial statements of The Re-Print
Corporation appearing in the Company Annual Report on Form 10-K for the year
ended April 25, 1998.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
By: /s/ BDO Seidman, LLP
-------------------------------
BDO Seidman, LLP
Atlanta, Georgia
September 21, 1998
