As filed with the Securities and Exchange Commission on May 16, 2000.
Registration No. 333-______
__________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________________
BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001
(Address of Principal Executive Offices) (Zip Code)
__________________________________
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
__________________________________
JOHN W. HOLLERAN
Senior Vice President, Human Resources, and General Counsel
Boise Cascade Corporation
Post Office Box 50
Boise, Idaho 83728-0001
(Name and address of agent for service)
__________________________________
208/384-6161
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price(1) fee(1)
__________________________________________________________________________
Common Stock, 1,800,000 shares $32.875 $59,175,000 $15,622.20
$2.50 par value
Common Stock 1,800,000 shares N/A N/A N/A
Purchase Rights(2)
__________________________________________________________________________
(1) The shares of Common Stock being registered will be issued in
connection with the 1984 Key Executive Stock Option Plan. The
aggregate offering price and registration fee have been calculated
in accordance with 17 C.F.R. 230.457(h) and in accordance with
Section 6(b) of the Securities Act of 1933. The average of the high
and low prices for the Common Stock reported in the consolidated
reporting system used for this purpose on May 9, 2000, was $32.875
per share.
(2) Rights are evidenced by certificates for shares of the Common Stock
and automatically trade with such Common Stock.
__________________________________________________________________________
<PAGE>
BOISE CASCADE CORPORATION
Cross-reference sheet
Item in Page or Caption in 1984 Key Executive Stock
Form S-8 Option Plan Registration Statement
1........ Inapplicable
2........ Inapplicable
3........ Incorporation of Documents by Reference
4........ Description of Securities
5........ Interests of Named Experts and Counsel
6........ Indemnification of Directors and Officers
7........ Inapplicable
8........ Exhibits
9........ Undertakings
<PAGE>
Incorporation of Documents by Reference
The SEC allows us to "incorporate by reference" the information we
file with them. This means we can disclose important information to you
by referring you to those documents. The information incorporated by
reference is considered part of this Registration Statement, and later
information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934:
1. Annual Report on Form 10-K for the year ended December 31, 1999;
2. Interim Report on Form 10-Q for the quarter ended March 31,
2000;
3. Definitive Proxy Statement dated March 22, 2000, used in
connection with the Annual Meeting of Shareholders held on
April 20, 2000;
4. Current Report on Form 8-K filed on April 20, 2000; and
5. The description of the company's common stock which appears on
pages 19 to 22 of its Registration Statement on Form 10 filed
with the Commission on April 5, 1965, and in the amendments
thereto on Form 8 dated May 24, 1965, and March 4, 1986.
You may request a copy of these filings, at no cost, by contacting us
at the following:
Investor Relations Department
Boise Cascade Corporation
P.O. Box 50
Boise, Idaho 83728-0001
208/384-6390
e-mail: [email protected]
Description of Securities
This Registration Statement covers a maximum of 1,800,000 shares of
the company's common stock and common stock purchase rights related to
those shares.
Interests of Named Experts and Counsel
The audited financial statements incorporated by reference in this
Registration Statement were audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto.
These financial statements are incorporated by reference in reliance upon
the authority of that firm as experts in accounting and auditing in giving
such reports.
The legality of the issuance of the common stock is being passed upon
for us by John W. Holleran, our Senior Vice President, Human Resources,
and General Counsel. As of December 31, 1999, Mr. Holleran was the
beneficial owner of 1,180 shares of our common stock and 960 shares of our
Convertible Preferred Stock, Series D, in the Employee Stock Option Plan.
Mr. Holleran holds options to purchase shares of our common stock under a
company stock option plan and holds stock units under the 1995 Executive
Officer Deferred Compensation Plan.
Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware authorizes the
company to indemnify its directors and officers under specified
circumstances. Our Restated Certificate of Incorporation and bylaws
provide that we shall indemnify, to the extent permitted by Delaware law,
our directors, officers, and employees against liabilities (including
expenses, judgments, and settlements) incurred by them in connection with
any actual or threatened action, suit, or proceeding to which they are or
may become parties and which arises out of their status as directors,
officers, or employees. The company has agreements with each director to
indemnify him or her to the fullest extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers pursuant
to the above provisions, we have 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. These provisions are,
therefore, unenforceable.
Our directors and officers are insured, under insurance policies
maintained by the company, against certain expenses incurred in the
defense of actions, suits, or proceedings and certain liabilities which
might be imposed as a result of such actions, suits, or proceedings, to
which they are parties by reason of being or having been directors or
officers.
Exhibits
Required exhibits are listed in the Index to Exhibits and are
incorporated by reference.
Undertakings
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) Not applicable.
(ii) Not applicable.
(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.
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.
4. Not applicable.
5. 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 (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.
6. 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.
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 28, 2000, incorporated by reference in Boise Cascade
Corporation's Form 10-K for the year ended December 31, 1999, and to all
references to our firm included in this Registration Statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boise, Idaho
May 16, 2000
<PAGE>
Power of Attorney
Each person whose signature appears below appoints George J. Harad
and John W. Holleran, and each of them severally, acting alone and without
the other, his true and lawful attorney-in-fact with authority to execute
in the name of each such person and to file with the Securities and
Exchange Commission, together with any exhibits and other documents, any
and all amendments (including post-effective amendments) to this
Registration Statement necessary or advisable to enable the company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact executing the
same deems appropriate.
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 the city of Boise, state of Idaho, on
May 16, 2000.
BOISE CASCADE CORPORATION
By /s/George J. Harad
George J. Harad
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 16, 2000.
Signature Title
/s/George J. Harad Chairman of the Board and
George J. Harad Chief Executive Officer
(Principal Executive Officer)
/s/Theodore Crumley Senior Vice President and
Theodore Crumley Chief Financial Officer
(Principal Financial Officer)
/s/Thomas E. Carlile Vice President and Controller
Thomas E. Carlile (Principal Accounting Officer)
<PAGE>
Signature Title
A Majority of the Directors
/s/George J. Harad Director
George J. Harad
/s/Philip J. Carroll Director
Philip J. Carroll
/s/Rakesh Gangwal Director
Rakesh Gangwal
/s/Edward E. Hagenlocker Director
Edward E. Hagenlocker
/s/Robert K. Jaedicke Director
Robert K. Jaedicke
/s/Donald S. Macdonald Director
Donald S. Macdonald
/s/Gary G. Michael Director
Gary G. Michael
/s/A. William Reynolds Director
A. William Reynolds
/s/Francesca Ruiz de Luzuriaga Director
Francesca Ruiz de Luzuriaga
/s/Jane E. Shaw Director
Jane E. Shaw
/s/Frank A. Shrontz Director
Frank A. Shrontz
Director
Carolyn M. Ticknor
/s/Ward W. Woods, Jr. Director
Ward W. Woods, Jr.
Dated: May 16, 2000
<PAGE>
INDEX TO EXHIBITS
Filed With Registration Statement
on Form S-8
______________________
Number Description Page Number
4 Boise Cascade Corporation 1984 Key
Executive Stock Option Plan, As Amended
Through February 10, 2000
5 Opinion of John W. Holleran, Senior Vice
President, Human Resources, and General
Counsel for the Company
23.1 Consent of Independent Public Accountants
(included in Registration Statement)
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included on signature page)
Exhibit 4
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
(As Amended Through February 10, 2000)
<PAGE>
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
1. Establishment and Purpose.
1.1 Establishment. Boise Cascade Corporation, a Delaware
corporation, hereby establishes a Stock Option Plan for key employees,
which shall be known as the Boise Cascade Corporation 1984 Key Executive
Stock Option Plan (the "Plan"). It is intended that some of the Options
issued pursuant to the Plan may constitute Incentive Stock Options within
the meaning of Section 422A of the Internal Revenue Code, and the remainder
of the Options issued pursuant to the Plan shall constitute Nonstatutory
Options. The Committee referred to in Section 2.1(c) of this Plan shall
determine which Options are to be Incentive Stock Options and which are to
be Nonstatutory Options and shall enter into Option Agreements with
Optionees accordingly.
1.2 Purpose. The purpose of this Plan is to attract, retain,
and motivate key employees of the Company and to encourage stock ownership
by these employees by providing them with a means to acquire a proprietary
interest or to increase their proprietary interest in the Company's
success.
2. Definitions.
2.1 Definitions. Whenever used in this Plan, the following
terms shall have the meanings set forth below:
(a) "Board" means the board of directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(c) "Committee" means the Executive Compensation Committee
of the Board or any successor to the Committee.
(d) "Company" means Boise Cascade Corporation, a Delaware
corporation.
(e) "Competitor" means any business, foreign or domestic,
which is engaged, at any time relevant to the provisions of this Plan, in
the manufacture, sale, or distribution of products, or in the providing of
services, in competition with products manufactured, sold, or distributed,
or services provided, by the Company or any subsidiary, partnership, or
joint venture of the Company. The determination of whether a business is a
Competitor shall be made by the Company's General Counsel, in his or her
sole discretion.
(f) "Date of Exercise" means the date the Company receives
written notice, by an Optionee, of the exercise of an Option or Option and
Stock Appreciation Right, pursuant to Subsection 8.1 of this Plan.
(g) "Employee" means a key employee (including an officer
of the Company), who is employed by the Company or any subsidiary,
partnership, or joint venture of the Company on a full-time basis, who is
compensated for such employment by a regular salary, and who, in the
opinion of the Committee, is in a position to contribute materially to its
continued growth and development and to its future financial success. The
term "Employee" does not include persons who are retained by the Company
only as consultants.
(h) "Employment with any Competitor" means providing
significant services as an employee or consultant, or otherwise rendering
services of a significant nature for remuneration, to a Competitor.
(i) "Executive Officer" means an Employee who has been
duly elected by the Company's Board to serve as an executive officer of the
Company in accordance with the Company's Bylaws but shall not include
assistant treasurers or assistant secretaries.
(j) "Fair Market Value" means:
(i) the closing price of the Stock as reported by
the consolidated tape of the New York Stock Exchange on a particular date;
or
(ii) if the Stock is not listed or traded on the
New York Stock Exchange, then the closing sales price of the Stock on a
national securities exchange on a particular date; or
(iii) if the Stock is not listed on a national
securities exchange, then the average of the closing bid and asking prices
for the Stock in the over-the-counter market for a particular date; or
(iv) if the Stock is not traded in the over-the-
counter market, such value as the Company, in its discretion, may
determine, but in no event greater than the then fair market value of the
Stock for federal income tax purposes.
In the event that there are no Stock transactions on such date, the Fair
Market Value shall be determined as of the immediately preceding date on
which there were Stock transactions.
(k) "Grant Price" means an amount not less than 100% of
the Fair Market Value of the Company's Stock on the date of an Option's
grant.
(l) "Option" means the right to purchase Stock of the
Company at the Grant Price for a specified duration. For purposes of this
Plan, an Option may be either (i) an "Incentive Stock Option" within the
meaning of Section 422A of the Code or (ii) a "Nonstatutory Option."
(m) "Optionee" means an Employee who has been granted an
Option under this Plan.
(n) "Pension Plan" means the Boise Cascade Corporation
Pension Plan for Salaried Employees, as amended from time to time.
(o) "Retirement" means an Employee's termination of
employment with the Company (or any subsidiary, partnership, or joint
venture of the Company) for reasons other than death, total disability (as
defined in the Pension Plan), or disciplinary reasons (as that term is used
for purposes of the Company's Corporate Policy 10.2, Termination of
Employment) at any time after the Employee has attained age 55 with 10 or
more years of service (as defined in the Pension Plan).
(p) "Stock" means the common stock, $2.50 par value, of
the Company.
(q) "Stock Appreciation Right" means the right,
exercisable by the Optionee, to receive a cash payment from the Company
upon the exercise of an Option. The amount of this cash payment and the
conditions upon the exercise of the Stock Appreciation Right shall be
determined by the Committee pursuant to Subsection 6.2 and Section 7.
(r) "Tax Offset Bonus" means a cash payment which the
Company makes automatically upon the exercise of an Option equal to a
percentage (as determined by the Committee pursuant to Subsection 6.2 and
Section 7) of the excess of the Fair Market Value of the Stock on a date
determined by the Committee over the Grant Price of the Option, the purpose
of which is to offset partially the federal income tax incurred incident to
exercising a Nonstatutory Option.
2.2 Number. Except when otherwise indicated by the context,
the definition of any term in the Plan in the singular shall also include
the plural.
3. Participation. Participation in the Plan shall be determined by
the Committee. Any Employee at any one time and from time to time may hold
more than one Option or Stock Appreciation Right granted under this Plan or
under any other plan of the Company. No member of the Committee may
participate in the Plan.
4. Stock Subject to the Plan.
4.1 Number. The total number of shares of Stock as to which
Options and Stock Appreciation Rights may be granted under the Plan shall
not exceed 11,900,000. These shares may consist, in whole or in part, of
authorized but unissued Stock or treasury Stock not reserved for any other
purpose.
4.2 Unused Stock. If any shares of Stock are subject to an
Option or Stock Appreciation Right which, for any reason, expires or is
terminated unexercised as to such shares, such Stock may again be subjected
to an Option or Stock Appreciation Right pursuant to this Plan.
4.3 Adjustment in Capitalization. In the event of any change
in the outstanding shares of Stock occurring after ratification by
shareholders of this Plan by reason of a Stock dividend or split,
recapitalization, reclassification, merger, consolidation, combination or
exchange of shares, or other similar corporate change, the aggregate number
of shares of Stock under this Plan and the number of shares of Stock
subject to each outstanding Option and the related Grant Price shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive, provided, however, that fractional shares shall be rounded to
the nearest whole share. No adjustments shall be made in connection with
the issuance by the Company of any warrants, rights, or Options to acquire
additional shares of Stock or of securities convertible into Stock.
5. Duration of the Plan. The Plan shall remain in effect until all
Stock subject to it has been purchased pursuant to the exercise of the
Options or Stock Appreciation Rights granted under the Plan.
Notwithstanding the foregoing, no Options or Stock Appreciation Rights may
be granted pursuant to this Plan on or after the 20th anniversary of the
Plan's effective date.
6. Options.
6.1 Grant of Options. Subject to the provisions of
Subsection 4.1 and Section 5, Options may be granted to Employees at any
time and from time to time as shall be determined by the Committee. The
Committee may request recommendations from the Chief Executive Officer of
the Company. The Committee shall determine whether an Option is to be an
Incentive Stock Option within the meaning of Section 422A of the Code or a
Nonstatutory Option. In no event, however, shall any grant of an Incentive
Stock Option provide for the Option to be or become exercisable in amounts
in excess of $100,000 per calendar year. Furthermore, the aggregate number
of shares of Stock with respect to which Options or Stock Appreciation
Rights may be granted to any one Employee throughout the duration of the
Plan may not exceed 15% of the total number of shares of Stock available
for issuance pursuant to Subsection 4.1 of the Plan.
6.2 Option Agreement. As determined by the Committee on the
date of grant, each Option shall be evidenced by a Stock Option agreement
that specifies:
(i) Grant Price;
(ii) duration of the Option;
(iii) number of shares of Stock to which the Option
pertains;
(iv) vesting requirements, if any;
(v) whether the Option is an Incentive Stock Option or a
Nonstatutory Option;
(vi) amount and time of payment of Tax Offset Bonuses, if
any;
(vii) the amount of Stock Appreciation Rights, if any, and
any conditions upon their exercise;
(viii) duration of the Stock Appreciation Rights, if any;
(ix) Options to which the Stock Appreciation Rights, if
any, relate;
(x) rights of the Optionees upon termination of
employment with the Company, provided that the termination rights for
Optionees receiving Incentive Stock Options shall conform with Section 422A
of the Code;
(xi) the terms of the loan, if any, that will be made
available in connection with the exercise of an Option; and
(xii) such other information as the Committee deems
desirable.
No Option shall have an expiration date later than the
first day following the 10th anniversary of the date of its grant. The
Stock Option agreement may be supplemented by adding Stock Appreciation
Rights with or Tax Offset Bonuses to previously granted Options as provided
in Section 7.
6.3 Exercise. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and
conditions as the Committee directs, which need not be the same for all
Optionees.
6.4 Payment. The Grant Price upon exercise of any Option shall
be payable to the Company in full either:
(i) in cash (including an irrevocable commitment in
writing to deliver cash resulting from the sale of Stock subject to an
Option);
(ii) by tendering shares of Stock having a Fair Market
Value at the time of exercise equal to the total Grant Price (in the
exercise of a Nonstatutory Option, an Optionee may surrender one or more
shares of Stock in the exercise of an Option with instructions to
resurrender any shares acquired upon exercise in one or more successive,
simultaneous exercises until Options covering the number of shares, which
he or she specifies, have been exercised);
(iii) with the proceeds of a loan on such terms and
conditions as may be authorized by the Committee (however, the rate of
interest on any such loan shall not be less than the applicable federal
rate under Section 1274(d) of the Code on the date an Option is exercised,
compounded semiannually); or
(iv) by any combination of (i), (ii) and (iii).
7. Stock Appreciation Rights and Tax Offset Bonuses. The Committee
may grant Stock Appreciation Rights and/or grant Options which pay Tax
Offset Bonuses on such bases as the Committee shall determine, including
but not limited to Stock Appreciation Rights which become exercisable or
Tax Offset Bonuses which become payable only upon an Optionee being subject
to the restrictions of Section 16 of the Securities Exchange Act of 1934 at
the time of exercise. A Stock Appreciation Right or Tax Offset Bonus may
be granted only with respect to an Option and may be granted concurrently
with or after the grant of the Option. If Options granted on a particular
date include Stock Appreciation Rights for only Optionees who are subject
to the requirements of Section 16 of the Securities Exchange Act of 1934,
an Optionee receiving an Option on that date and who thereafter becomes
subject to those restrictions shall thereupon be deemed to have received
Stock Appreciation Rights with respect to any unexercised Options granted
on the particular date in the same weighted average proportion as the Stock
Appreciation Rights granted on the same grant date to the Optionees who
were subject to the requirements of Section 16 of the Securities Exchange
Act of 1934; provided, however, if 50% or more of the Board of Directors
are employees of the Company and may receive Options under this plan, then
the provisions of this sentence will apply only if, in each instance,
approved by the Committee. The Committee may cancel or place a limit on
the term of, or the amount payable for, any Stock Appreciation Right or Tax
Offset Bonus at any time and may disapprove the election by the Optionee to
exercise a Stock Appreciation Right rather than the related Option. The
Committee shall determine all other terms and provisions of any Stock
Appreciation Right or Tax Offset Bonus. Each Stock Appreciation Right or
Tax Offset Bonus granted by the Committee shall expire no later than the
expiration of the Option to which it relates. In addition, any Stock
Appreciation Right granted with respect to an Incentive Stock Option may be
exercised only if:
(i) such Incentive Stock Option is exercisable; and
(ii) the Grant Price of the Incentive Stock Option is less than
the Fair Market Value of the Stock on the Date of Exercise.
8. Written Notice, Issuance of Stock Certificates, Payment of Stock
Appreciation Rights or Stockholder Privileges.
8.1 Written Notice. An Optionee electing to exercise an Option
and any applicable Stock Appreciation Right shall give written notice to
the Company, in the form and manner prescribed by the Committee, indicating
the number of shares of Stock with respect to which the Option is to be
exercised. Full payment for the Option exercised shall be received by the
Company prior to issuance of any stock certificates.
8.2 Issuance of Stock Certificates. As soon as reasonably
practicable after the receipt of written notice of exercise and payment of
the exercise price, the Company shall issue and deliver to the Optionee or
any other person entitled to exercise an Option pursuant to this Plan a
certificate or certificates for the requisite number of shares of Stock.
8.3 Payment of Stock Appreciation Rights and Tax Offset Bonuses.
As soon as practicable after receipt of written notice of exercise, the
Company shall pay to the Optionee, in cash, the amount payable under the
Stock Appreciation Rights and the amount of any Tax Offset Bonuses.
8.4 Privileges of a Stockholder. An Optionee or any other
person entitled to exercise an Option under this Plan shall not have
stockholder privileges with respect to any Stock covered by the Option
until the Date of Exercise.
8.5 Partial Exercise. An Option may be exercised for less than
the total number of shares granted by the Option. An exercise of a portion
of the shares granted under the Option shall not affect the right to
exercise the Option from time to time for any unexercised shares subject to
the Option.
9. Rights of Employees.
9.1 Employment Not Guaranteed by Plan. This Plan is not
intended to and does not create a contract of employment in any manner.
Employment with the Company is at will, which means that either the
employee or the Company may end the employment relationship at any time and
for any reason. Nothing in this Plan changes or should be construed as
changing that at-will relationship.
9.2 Nontransferability. All Options and Stock Appreciation
Rights granted under this Plan shall be nontransferable by the Optionee,
other than by will or the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by the Optionee or the
Optionee's guardian or legal representative.
Notwithstanding the foregoing, Options granted to or held
by any Executive Officer may be transferred as a gift (but not sold for
value) by such Executive Officer to any parent, grandparent, child, or
grandchild of such Executive Officer, or to a trust established for the
benefit of any such individual(s). Options so transferred shall continue
to be subject to all terms and conditions described in the applicable Stock
Option agreement, and any such transfer by gift shall be subject to all
applicable rules and regulations of the Internal Revenue Service and
Securities and Exchange Commission.
10. Optionee Transfer or Leave of Absence. For Plan purposes:
(a) A transfer of an Optionee from the Company to a subsidiary
or vice versa, or from one subsidiary to another; or
(b) A leave of absence duly authorized by the Company
shall not be deemed a termination of employment. An Optionee, however, may
not exercise an Option or any applicable Stock Appreciation Right during
any leave of absence, unless authorized by the Committee.
11. Administration.
11.1 Administration. The Committee shall have final discretion,
responsibility, and authority to administer and interpret the Plan. This
includes the discretion and authority to determine all questions of fact,
eligibility, or benefits relating to the Plan. The Committee may also
adopt any rules it deems necessary to administer the Plan. The Committee's
responsibilities for administration and interpretation of the Plan shall be
exercised by Company employees who have been assigned those
responsibilities by the Company's management. Any Company employee
exercising responsibilities relating to the Plan in accordance with this
section shall be deemed to have been delegated the discretionary authority
vested in the Committee with respect to those responsibilities, unless
limited in writing by the Committee. Any Employee may appeal any action or
decision of these employees to the Company's General Counsel and may
request that the Committee reconsider decisions of the General Counsel.
The Committee shall have final discretion, responsibility, and authority to
determine the form and content of Options to be issued (which need not be
identical) under the Plan; to provide for conditions and assurances deemed
necessary or advisable to protect the interests of the Company; and to make
all other determinations necessary or advisable for the administration of
the Plan. The Committee shall determine, within the limits of the express
provisions of the Plan, the Employees to whom and the time or times at
which Options and Stock Appreciation Rights shall be granted, the number of
shares to be subject to each Option and Stock Appreciation Right, and the
duration of each Option. In making such determinations, the Committee may
take into account the nature of the services rendered by such Employees or
classes of Employees, their present and potential contributions to the
Company's success and such other factors as the Committee, in its
discretion, shall deem relevant. The determination of the Committee, its
interpretation, or other action made or taken shall be final and binding on
the Employees.
11.2 Incentive Stock Options. Notwithstanding any contrary
provision in this Plan, the Committee shall not take any action or impose
any terms or conditions with respect to an Option intended by the Committee
to be an Incentive Stock Option which would cause such Option to not
qualify as such under the Code and applicable regulations and rulings in
effect from time to time.
12. Amendment, Modification, and Termination of the Plan. The Board
may, at any time, terminate and, at any time and from time to time and in
any respect, amend or modify the Plan, provided, however, that no such
action of the Board, without approval of the stockholders, may:
(a) Increase the total amount of Stock which may be purchased
through Options granted under the Plan, except as provided in
Subsection 4.3 of the Plan.
(b) Change the requirements for determining which Employees are
eligible to receive Options or Stock Appreciation Rights.
(c) Change the provisions of the Plan regarding the Grant Price
except as permitted by Subsection 4.3.
(d) Permit any person, while a member of the Committee, to be
eligible to receive or hold an Option under the Plan.
(e) Change the manner of computing the amount to be paid
through a Stock Appreciation Right.
(f) Materially increase the cost of the Plan.
(g) Extend the period during which Options and Stock
Appreciation Rights may be granted.
No amendment, modification, or termination of the Plan shall in
any manner adversely affect the rights of an Optionee under the Plan
without the consent of the Optionee.
13. Acceleration of Stock Options. If, while unexercised Options
remain outstanding hereunder:
(a) Any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more of either
the then outstanding shares of common stock of the Company or the combined
voting power of the Company's then outstanding securities; provided,
however, if such Person acquires securities directly from the Company, such
securities shall not be included unless such Person acquires additional
securities which, when added to the securities acquired directly from the
Company, exceed 20% of the Company's then outstanding shares of common
stock or the combined voting power of the Company's then outstanding
securities, and provided further that any acquisition of securities by any
Person in connection with a transaction described in Subsection 13(c)(i)
shall not be deemed to be a change in control of the Company; or
(b) The following individuals cease for any reason to
constitute at least 66 2/3% of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
2/3rds of the directors then still in office who either were directors on
the date hereof or whose appointment, election, or nomination for election
was previously so approved (the "Continuing Directors");or
(c) The consummation of a merger or consolidation of the
Company (or any direct or indirect subsidiary of the Company) with any
other corporation other than (i) a merger or consolidation which would
result in both (a) continuing directors continuing to constitute at least
66 2/3% of the number of directors of the combined entity immediately
following consummation of such merger or consolidation and (b) the voting
securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or any
parent thereof) at least 66 2/3% of the combined voting power of the voting
securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (ii) a
merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 20% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the Company's then
outstanding securities; provided, however, if such Person acquires
securities directly from the Company, such securities shall not be included
unless such Person acquires additional securities which, when added to the
securities acquired directly from the Company, exceed 20% of the Company's
then outstanding shares of common stock or the combined voting power of the
Company's then outstanding securities, and provided further that any
acquisition of securities by any Person in connection with a transaction
described in Subsection 13(c)(i) shall not be deemed to be a change in
control of the Company; or
(d) The stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or the consummation of an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an
entity, at least 66 2/3% of the combined voting power of the voting
securities of which are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to such
sale;
then from and after the date on which any such event described in
paragraphs (a) through (d) above occurs (which shall constitute a "change
in control" of the Company), all Options shall be exercisable in full,
whether or not then exercisable under the terms of their grant.
For purposes of this section, "Beneficial Owner" shall have the
meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
For purposes of this section, "Person" shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not include
(i) the Company or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock
of the Company.
14. Withholding Taxes. Whenever shares of Stock are issued on the
exercise of an Option under this Plan, the Company shall (a) require the
recipient of the Stock to remit to the Company an amount sufficient to
satisfy all withholding taxes, (b) deduct from a cash payment pursuant to
any Stock Appreciation Right or Tax Offset Bonus an amount sufficient to
satisfy any withholding tax requirements, or (c) withhold from, or require
surrender by, the recipient, as appropriate, shares of Stock otherwise
issuable or issued upon exercise of the Option the number of shares
sufficient to satisfy, to the extent permitted under applicable law,
federal and state withholding tax requirements resulting from the exercise.
Stock withheld or surrendered under this paragraph shall be valued at its
Fair Market Value on the date the amount of withholding tax is determined.
15. Shareholder Approval and Registration Statement. Options may be
granted under the Plan prior to shareholder approval and prior to filing
with the Securities and Exchange Commission and having an effective
registration statement covering the Stock to be issued upon the exercise of
Options. Any Options granted under this Plan prior to shareholder approval
and having an effective registration statement covering the Stock subject
to such Options shall not be exercisable until and are expressly
conditional upon shareholder approval of the Plan and having an effective
registration statement covering the Stock.
16. Requirements of Law.
16.1 Requirements of Law. The granting of Options and the
issuance of shares of Stock upon the exercise of an Option shall be subject
to all applicable laws, rules and regulations, and shares shall not be
issued nor cash payments made except upon approval of proper government
agencies or stock exchanges, as may be required.
16.2 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of the state
of Idaho.
17. Effective Date of Plan. The Plan shall become effective as of
July 24, 1984, subject to ratification by shareholders.
1111 W. Jefferson Street John W. Holleran Exhibit 5
P.O. Box 50 Senior Vice President
Boise, Idaho 83728-0001 Human Resources and
208/384-7704 General Counsel
Fax: 208/384-4912
[email protected]
May 16, 2000
Securities and Exchange Commission
Attention: Division of Corporation Finance
450 Fifth Street, NW
Washington, DC 20549
Subject: Common Stock Issuable Under the Boise Cascade Corporation
1984 Key Executive Stock Option Plan
Ladies and Gentlemen:
I am the Senior Vice President, Human Resources, and General Counsel of
Boise Cascade Corporation, a Delaware corporation. In that capacity, I
represent the company in connection with the preparation and filing with
the SEC of a Registration Statement on Form S-8 relating to the
registration of 1,800,000 shares of the company's common stock to be
issued under the 1984 Key Executive Stock Option Plan (the "KESOP"). I
reviewed originals (or copies) of certified or otherwise satisfactorily
identified documents, corporate and other records, certificates, and
papers as I deemed it necessary to examine for the purpose of this
opinion.
Based on the foregoing, it is my opinion that shares of common stock which
are issued upon the exercise of stock options under the KESOP will, when
sold, be validly issued, fully paid, and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the references to me therein under the
heading "Interests of Named Experts and Counsel." In giving this consent,
however, I do not admit that I am within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
/s/J. W. Holleran
John W. Holleran
JWH:jas
