<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 1999
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOWNE & CO., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 13-2618477
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
345 HUDSON STREET
NEW YORK, NEW YORK 10014
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
BOWNE & CO., INC. GLOBAL EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
DOUGLAS F. BAUER, ESQ.
COUNSEL & CORPORATE SECRETARY
BOWNE & CO., INC.
345 HUDSON STREET
NEW YORK, NEW YORK 10014
(212) 924-5500
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
VINCENT PAGANO, JR., ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED BE REGISTERED PER SHARE(2) OFFERING PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share (1)...................... 100,000 $19.03 $1,903,000 $529.04
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 457 under the Securities Act of 1933, the proposed maximum
aggregate offering price per share, the proposed maximum aggregate offering
price and the registration fee are based on the average of the high and low
prices per share of the Registrant's Common Stock reported on the American
Stock Exchange on May 24, 1999.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
by Bowne & Co., Inc. (the "Company" or "Registrant") are hereby incorporated in
this Registration Statement by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
(c) The description of the Company's Common Stock contained in the
Company's Current Report on Form 8-K filed with the Commission on June 23,
1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and 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 such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL") which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which a director derived an
improper personal benefit.
Reference is also made to Section 145 of the DGCL which empowers a Delaware
corporation to indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was an officer, director, employee or agent of such
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such person acted
in good faith and in a manner the person reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal proceedings, had
no reasonable cause to believe the person's conduct was unlawful. A Delaware
corporation may indemnify any person in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person is adjudged to be liable to
the corporation. Where a present or former officer or director is
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successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify such person against the expenses
(including attorney's fees) which such person actually and reasonably incurred.
Article Ninth of the Company's Certificate of Incorporation, furthermore,
provides that no director of the Company is personally liable to the Company or
its stockholders for damages for any breach of duty as a director unless a
judgment or other final adjudication adverse to him establishes that his acts or
omissions involved bad faith, intentional misconduct, a knowing violation of law
or certain expressly prohibited acts, or that he personally gained a financial
profit or other advantage to which he was not legally entitled.
Article VII of the Company's By-Laws provides that the Company shall
indemnify all persons whom it shall have power to indemnify from and against all
expenses, liabilities or other matters to the fullest extent permitted by the
DGCL as from time to time amended.
The Company also has liability insurance policies in effect which cover
certain claims against officers and directors of the Company by reason of
certain breaches of duty, neglect, errors or omissions committed by them in such
capacities as officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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<C> <S>
3(a) Certificate of Incorporation (incorporated by reference to
Exhibit 2 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(b) Certificate of Designations (incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(c) By-Laws (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K filed June 23, 1998)
4 Rights Agreement, dated as of June 19, 1998, between the
Company and The Bank of New York (incorporated by reference
to Exhibit 5 to the Company's Current Report on Form 8-K
filed June 23, 1998)
23 Consent of KPMG LLP
24 Power of Attorney
</TABLE>
ITEM 9. 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) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this 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 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement and
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<PAGE> 4
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information set forth in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in this 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.
(4) 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 (and each filing of each
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or 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 against the Registrant 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 policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Bowne & Co., Inc. 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
the 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 the
27th day of May, 1999.
BOWNE & CO., INC.
By: /s/ DOUGLAS F. BAUER
------------------------
Douglas F. Bauer
Counsel and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, the Bowne &
Co., Inc. Global Employee Stock Purchase Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on this 27th day of
May 1999.
BOWNE & CO., INC.
GLOBAL EMPLOYEE STOCK PURCHASE
PLAN
By: /s/ DENISE K. FLETCHER
------------------------------
Denise K. Fletcher, Trustee
Pursuant to the requirements of the Securities Act of 1933 as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of May, 1999.
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SIGNATURE TITLE
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<C> <S>
/s/ ROBERT M. JOHNSON Chairman of the Board of Directors and Chief
- --------------------------------------------------- Executive Officer
Robert M. Johnson
/s/ JAMES P. O'NEIL President and Chief Operating Officer (also
- --------------------------------------------------- Director)
James P. O'Neil
/s/ DENISE K. FLETCHER Senior Vice President and Chief Financial Officer
- --------------------------------------------------- (Principal Financial Officer)
Denise K. Fletcher
/s/ C. CODY COLQUITT Vice President and Controller (Principal
- --------------------------------------------------- Accounting Officer)
C. Cody Colquitt
* Director
- ---------------------------------------------------
Robert M. Conway
* Director
- ---------------------------------------------------
Edward H. Meyer
* Director
- ---------------------------------------------------
H. Marshall Schwarz
* Director
- ---------------------------------------------------
Wendell M. Smith
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<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Director
- ---------------------------------------------------
Lisa A. Stanley
* Director
- ---------------------------------------------------
Vincent Tese
* Director
- ---------------------------------------------------
Harry Wallaesa
* Director
- ---------------------------------------------------
Richard R. West
*By: /s/ DOUGLAS F. BAUER Attorney-in-Fact
---------------------------------------------
Douglas F. Bauer
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
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<C> <S> <C>
3(a) Certificate of Incorporation (incorporated by reference to
Exhibit 2 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(b) Certificate of Designations (incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(c) By-Laws (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K filed June 23, 1998)
4 Rights Agreement, dated as of June 19, 1998, between the
Company and The Bank of New York (incorporated by reference
to Exhibit 5 to the Company's Current Report on Form 8-K
filed June 23, 1998)
23 Consent of KPMG LLP
24 Power of Attorney
</TABLE>
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<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and in the related prospectus of our report dated February
23, 1999, which appears on page 14 of the Annual Report on Form 10-K for the
year ended December 31, 1998 relating to the consolidated financial statements
of Bowne & Co., Inc. and its subsidiaries.
/s/ KPMG LLP
---------------------------
KPMG LLP
New York, New York
May 27, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
Bowne & Co., Inc. and each person whose signature appears below hereby
authorize both Denise K. Fletcher and Douglas F. Bauer, each with full power to
act alone, to file in either paper or electronic form a Registration Statement
on Form S-8 and any and all amendments thereto, under the Securities Act of 1933
as amended, relating to the Bowne & Co., Inc. Global Employee Stock Purchase
Plan and its various supplements and component agreements. Bowne & Co., Inc. and
each such person hereby further appoint both Denise K. Fletcher and Douglas F.
Bauer as his or her and its attorneys-in-fact, each with full power to act
alone, to execute such Registration Statement and any and all amendments thereto
in the name and on behalf of Bowne & Co., Inc. as well as in the name and on
behalf of each such person, individually and in each capacity stated below,
thereby granting to said attorneys-in-fact and each of them full power and
authority to do and perform each and every act and thing whatsoever that any of
them may deem necessary or advisable in order to carry out fully the intent of
the foregoing as the undersigned might or could do personally or in their
capacities aforesaid.
BOWNE & CO., INC.
By: /s/ JAMES P. O'NEIL
------------------------------------
James P. O'Neil
President and Chief Operating
Officer
Dated: May 27, 1999
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ ROBERT M. JOHNSON Chairman of the Board and Chief May 27, 1999
- ------------------------------------- Executive Officer (and Director)
(Robert M. Johnson)
/s/ JAMES P. O'NEIL President and Chief Operating Officer May 27, 1999
- ------------------------------------- (and Director)
(James P. O'Neil)
/s/ DENISE K. FLETCHER Senior Vice President and Chief May 27, 1999
- ------------------------------------- Financial Officer
(Denise K. Fletcher)
/s/ C. CODY COLQUITT Vice President and Controller May 27, 1999
- ------------------------------------- (Principal Accounting Officer)
(C. Cody Colquitt)
/s/ ROBERT M. CONWAY Director May 27, 1999
- -------------------------------------
(Robert M. Conway)
</TABLE>
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ H. MARSHALL SCHWARZ Director May 27, 1999
- -------------------------------------
(H. Marshall Schwarz)
/s/ WENDELL M. SMITH Director May 27, 1999
- -------------------------------------
(Wendell M. Smith)
/s/ LISA A. STANLEY Director May 27, 1999
- -------------------------------------
(Lisa A. Stanley)
/s/ VINCENT TESE Director May 27, 1999
- -------------------------------------
(Vincent Tese)
/s/ HARRY WALLAESA Director May 27, 1999
- -------------------------------------
(Harry Wallaesa)
/s/ RICHARD R. WEST Director May 27, 1999
- -------------------------------------
(Richard R. West)
</TABLE>
