As filed with the Securities and Exchange Commission on December 28, 1999
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JOHN WILEY & SONS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 13-5593032
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
605 THIRD AVENUE
NEW YORK, NEW YORK 10158
(212) 850-6000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
JOHN WILEY & SONS, INC.
LONG TERM INCENTIVE PLAN
(Full Title of Plan)
RICHARD S. RUDICK
VICE PRESIDENT AND GENERAL COUNSEL
JOHN WILEY & SONS, INC.
605 THIRD AVENUE
NEW YORK, NEW YORK 10158
(212) 850-6000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
STEPHEN E. JACOBS, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
Title of Each Class of Amount to be Registered(1) Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered Price Per Share(2) Offering Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $1.00 per share 8,000,000 shares $17.125 $137,000,000 $36,168
====================================================================================================================================
</TABLE>
(1) Plus such indeterminate number of shares of Class A Common Stock of the
Registrant as may be issued to prevent dilution resulting from stock dividends,
stock splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the Registration Fee. Such
estimate has been calculated pursuant to Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, based on the average of the high and low prices of the
Class A Common Stock, reported in the consolidated reporting system of the New
York Stock Exchange on December 21, 1999.
================================================================================
hrq703.DOC
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part
I of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not 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. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission (File No.
1-11507) by John Wiley & Sons, Inc. (the "Company") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1999;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1999;
(d) The Company's Current Report on Form 8-K dated May 10, 1999;
(e) The Company's Current Report on Form 8-K dated May 29, 1999;
and
(f) The description of the Company's Class A Common Stock, par
value $1.00 per share (the "Common Stock"), contained in the
Registration Statement on Form 8-A as filed with the
Commission on July 6, 1995, pursuant to Section 12 of the
Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated in the State of New York.
Sections 721, 722, 723, 724, 725 and 726 of the Business Corporation Law of the
State of New York (the "BCL") empower a corporation to indemnify its directors,
officers or controlling persons against liability subject to specified
limitations. Generally, under Section 722 of the BCL, a corporation may
indemnify any person made or threatened to be made a party to an action or
proceeding (other than one by or in the right of the corporation to procure a
judgment in its favor) whether civil or criminal, including an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the corporation served in any
capacity at the request of the corporation, by reason of the fact that he, his
testator or intestate, was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such director or officer acted, in good faith, for a purpose which
he reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interest of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful. In addition, a corporation may indemnify any
person made, or threatened to be made, a party to an action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he, his testator or intestate, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of any other corporation of any type or kind, domestic or
foreign, of any partnership, joint venture, trust, employee benefit plan or
other enterprise, against amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted in good faith, for a
purpose which he reasonably believed to be in, or, in the case of service for
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the corporation,
except that no such indemnification shall be made in respect of (a) a threatened
action, or a pending action which is settled or otherwise disposed of, or (b)
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper. Under Section 724 of the BCL, indemnification may also be awarded
by a court in certain circumstances.
In addition, Article EIGHT of the Restated Certificate of
Incorporation of the Company eliminates the personal liability of a director to
the Company or its shareholders, except for those specific breaches resulting in
liability for an act or omission with respect to which the BCL expressly
II-2
<PAGE>
provides that such provision in the Certificate of Incorporation shall not
eliminate or limit such personal liability of the director.
Section 1 of Article VII of the Company's By-Laws provides
that the Company shall, to the fullest extent permitted by the BCL, indemnify
any director or officer of the Company or any wholly-owned subsidiary (or the
personal representative of such director or officer) who is or was made or
threatened to be made a party to or is involved in any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (including an action by or in the right of the Company or any
of its subsidiaries or any other corporation, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan, or other enterprise),
by reason of the fact that he or she is or was a director or officer of the
Company, or at the request of the Company, is or was serving such subsidiary or
other corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise as director, officer, trustee, or in any other capacity,
against judgments, fines, amounts paid or to be paid in settlement, excise tax
or penalties, and costs, charges and expenses, including attorneys' fees,
incurred in connection with such action or proceeding or any appeal therein,
provided, however, that no indemnification shall be provided to such person if a
judgment or other final adjudication adverse to such person establishes that (i)
his or her acts (or those of the testator or intestate) were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (ii) he or she (or
the testate or intestate) personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled; provided, further, that
where applicable, payment of such indemnification shall be made pursuant to the
provisions of Section 723 of the BCL, as the same may be amended from time to
time.
The above discussion of the Company's Restated Certificate
of Incorporation, By-Laws and of the BCL is not intended to be exhaustive and is
qualified in its entirety by the Restated Certificate of Incorporation, By-Laws
and the BCL.
The Company has purchased insurance under two policies, one
policy from Chubb Insurance Company (the "Chubb Policy") and another policy from
the National Union Fire Insurance Company (the "National Union Policy"), which
insurance provides for the payment by the insurers of the amount (after giving
effect to certain "retention" (deductible) and co-insurance provisions) which
the Company is required or permitted to pay in indemnifying its officers and
directors under the provisions of New York law. The policies also directly
indemnify the officers and directors in certain other instances, subject to the
retention and co-insurance provisions of each policy. The Chubb Policy is in the
face amount of $15,000,000 and is for a term expiring on November 14, 2001. The
National Union Policy, providing excess liability coverage, is in the face
amount of $5,000,000 and also expires on November 14, 2001.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or persons
controlling our company as disclosed above, we have been informed that in the
II-3
<PAGE>
opinion of the Securities and Exchange Commission the indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Restated Certificate of Incorporation, incorporated by
reference to Exhibit 3.1 to the Company's Annual Report
on Form 10-K for the year ended April 30, 1992 (File No.
1-11507).
4.2 Certificate of Amendment of the Certificate of
Incorporation, dated October 13, 1995, incorporated by
reference to Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the year ended April 30, 1996 (File No.
1-11507).
4.3 Certificate of Amendment of the Certificate of
Incorporation dated as of September 1998, incorporated
by reference to Exhibit 3(i) to the Company's Quarterly
Report for the quarterly period ended October 31, 1998
(File No. 1-11507).
4.4 Certificate of Amendment of the Certificate of
Incorporation, dated September 20, 1999, incorporated
by reference to Exhibit 3(i) to the Company's Quarterly
Report for the quarterly period ended October 31, 1999
(File No. 1-11507).
4.5 By-Laws as Amended and Restated dated as of September
1998, incorporated by reference to Exhibit 3(ii) to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended October 31, 1998 (File No.
1-11507).
5 Opinion of Company Counsel.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Company Counsel (included in Exhibit 5).
II-4
<PAGE>
24 Power of Attorney (included as part of the signature
page to this Registration Statement and incorporated
herein by reference).
99.1 The John Wiley & Sons, Inc. Long Term Incentive Plan,
incorporated by reference to Exhibit A to the Company's
Proxy Statement, dated August 6, 1999, relating to the
Annual Meeting of Shareholders of the Company.
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;
(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. 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 percent
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 paragraph (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in
a post-effective amendment by the foregoing paragraphs is
contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or
II-5
<PAGE>
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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 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 Securities 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 Securities Act
and will be governed by the final adjudication of such issue.
II-6
<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 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 City of New York, State of New York, on this 9th day of
December, 1999.
JOHN WILEY & SONS, INC.
By: William J. Pesce
-------------------------------------
Name: William J. Pesce
Title: President and
Chief Executive Officer
II-7
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert D. Wilder and Richard S.
Rudick, acting individually, his/her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all 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 and agent 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 to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, 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 date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
William J. Pesce President and Chief Executive Officer and Director December 9,1999
- --------------------------------- (Principal Executive Officer)
William J. Pesce
Robert D. Wilder Executive Vice President and Chief Financial & December 9,1999
- --------------------------------- Operations Officer (Principal Financial Officer)
Robert D. Wilder
Peter W. Clifford Senior Vice President, Finance December 9,1999
- --------------------------------- Corporate Controller & Chief Accounting Officer
Peter W. Clifford (Principal Accounting Officer)
Warren J. Baker Director December 9,1999
- ---------------------------------
Warren J. Baker
H. Allen Fernand Director December 9,1999
- ---------------------------------
H. Allen Fernand
II-8
<PAGE>
Director December __,1999
- ---------------------------------
Gary J. Fernandes
Larry Franklin Director December 9,1999
- ---------------------------------
Larry Franklin
John L. Marion, Jr. Director December 9, 1999
- ---------------------------------
John L. Marion, Jr.
Henry A. McKinnel, Jr. Director December 9,1999
- ---------------------------------
Henry A. McKinnel, Jr.
William R. Sutherland Director December 9,1999
- ---------------------------------
William R. Sutherland
Bradford Wiley II Director December 9, 1999
- ---------------------------------
Bradford Wiley II
Peter Booth Wiley Director December 9, 1999
- ---------------------------------
Peter Booth Wiley
</TABLE>
II-9
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
4.1 Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the year ended April 30, 1992 (File No. 1-11507).
4.2 Certificate of Amendment of the Certificate of Incorporation, dated
October 13, 1995, incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended April 30,
1996 (File No. 1-11507).
4.3 Certificate of Amendment of the Certificate of Incorporation dated
as of September 1998, incorporated by reference to Exhibit 3(I) to
the Company's Quarterly Report for the quarterly period ended
October 31, 1998 (File No. 1-11507).
4.4 Certificate of Amendment of the Certificate of Incorporation, dated
September 20, 1999, incorporated by reference to Exhibit 3(i) to
the Company's Quarterly Report for the quarterly period ended
October 31, 1999 (File No. 1-11507).
4.5 By-Laws as Amended and Restated dated as of September 1998,
incorporated by reference to Exhibit 3(ii) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended October
31, 1998 (File No. 1-11507).
5 Opinion of Company Counsel.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Company Counsel (included in Exhibit 5).
24 Power of Attorney (included as part of the signature page to this
Registration Statement and incorporated herein by reference).
99.1 The John Wiley & Sons, Inc. Long Term Incentive Plan, incorporated
by reference to Exhibit A to the Company's Proxy Statement, dated
August 6, 1999, relating to the Annual Meeting of Shareholders of
the Company.
Exhibit 5
[LETTERHEAD OF JOHN WILEY & SONS, INC.]
December 28, 1999
John Wiley & Sons, Inc.
605 Third Avenue
New York, New York 10158
Ladies and Gentlemen:
I have acted as counsel to John Wiley & Sons, Inc., a New
York corporation (the "Company"), in connection with the preparation and filing
by the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, with respect to the registration of 8,000,000 shares of the
Company's Class A Common Stock, par value $1.00 per share ("Common Stock"),
issuable pursuant to the Company's Long Term Incentive Plan (the "Plan"). Terms
defined in the Registration Statement and not otherwise defined herein are used
herein with the meanings as so defined.
In so acting, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of the Registration
Statement and such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company as I have deemed relevant and
necessary as a basis for the opinion hereinafter set forth. I have also made
such inquiries of such officers and representatives as I have deemed relevant
and necessary as a basis for the opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
Based on the foregoing, and subject to the qualifications
stated herein, I am of the opinion that the shares of Common Stock initially
issuable pursuant to the Plan will be, when issued and paid for in accordance
with the Plan, validly issued, fully paid and nonassessable.
<PAGE>
John Wiley & Sons, Inc.
December 28, 1999
Page 2
The opinion herein is limited to the corporate laws of the
State of New York, and I express no opinion as to the effect on the matters
covered by this opinion of the laws of any other jurisdiction.
I consent to the use of this opinion as an exhibit to the
Registration Statement. I further consent to the use of this opinion as an
exhibit to applications to securities commissioners of various states of the
United States for registration or qualification of the Common Stock under the
securities (or "blue sky") laws of such states.
This opinion is rendered solely for your benefit in
connection with the transaction described above. This opinion may not be used or
relied upon by any other person and may not be disclosed, quoted, filed with a
government agency or otherwise referred to without my prior written consent
except as noted above.
Very truly yours,
Richard S. Rudick
2
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report, dated June 11, 1999, on the consolidated financial statements of John
Wiley & Sons, Inc. included in the Company's Form 10-K for the year ended April
30, 1999.
ARTHUR ANDERSEN LLP
New York, New York
December 28, 1999
