AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1997
REGISTRATION NO. 333-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CHAMPION INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-1427390
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE CHAMPION PLAZA
STAMFORD, CONNECTICUT 06921
(203) 358-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
CHAMPION INTERNATIONAL CORPORATION
SAVINGS PLAN #077
SAVINGS PLAN FOR HOURLY EMPLOYEES #158
NONQUALIFIED SUPPLEMENTAL SAVINGS PLAN
THE EXECUTIVE RETIREMENT PLAN FOR
EMPLOYEES OF WELDWOOD OF CANADA LIMITED
(FULL TITLES OF THE PLANS)
--------------------------
LAWRENCE A. FOX, ESQ
VICE PRESIDENT AND SECRETARY
CHAMPION INTERNATIONAL CORPORATION
ONE CHAMPION PLAZA
STAMFORD, CONNECTICUT 06921
(203) 358-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of the Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE(2)
==========================================================================================
<S> <C> <C> <C> <C>
COMMON STOCK,
$.50 PAR VALUE 5,000,000 SHARES(3) NA NA $90,247
==========================================================================================
</TABLE>
(1) PLUS SUCH INDETERMINATE NUMBER OF ADDITIONAL SHARES AS MAY
BECOME ISSUABLE BY OPERATION OF ANY ADJUSTMENTS TO THE COMMON STOCK.
(2) THE REGISTRATION FEE HAS BEEN CALCULATED PURSUANT TO RULE
457(C) AND (H) ON THE BASIS OF THE AVERAGE OF THE HIGH AND LOW PRICES OF
THE REGISTRANT'S COMMON STOCK AS REPORTED IN THE CONSOLIDATED REPORTING
SYSTEM ON AUGUST 18, 1997, A DATE WITHIN FIVE BUSINESS DAYS PRIOR TO THE
DATE OF FILING OF THIS REGISTRATION STATEMENT.
(3) THE 5,000,000 SHARES OF COMMON STOCK TO BE OFFERED HEREBY
CONSIST OF 3,000,000 SHARES ISSUABLE UNDER THE CHAMPION INTERNATIONAL
CORPORATION SAVINGS PLAN #077 AND 2,000,000 SHARES ISSUABLE UNDER THE
CHAMPION INTERNATIONAL SAVINGS PLAN FOR HOURLY EMPLOYEES #158. NO
SHARES OF COMMON STOCK ARE BEING REGISTERED UNDER THE CHAMPION
INTERNATIONAL CORPORATION NONQUALIFIED SUPPLEMENTAL SAVINGS PLAN OR UNDER
THE EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES OF WELDWOOD OF CANADA LIMITED.
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 PLANS
DESCRIBED HEREIN.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 will be
distributed to participants in the applicable plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated by reference herein:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 1997.
(c) Description of the Registrant's Common Stock, contained in
any registration statement filed by the Registrant under the 1934 Act,
including all amendments or reports filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents. Any statement contained herein
or 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 as modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock being offered hereby
has been passed upon by Lawrence A. Fox, Esq., Vice President and
Secretary of the Registrant. As of July 31, 1997, Mr. Fox was the
beneficial owner of 2,554 shares of Common Stock and held options to
purchase 5,950 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721-725 of the New York Business Corporation Law (the
"BCL") contain detailed provisions regarding indemnification of directors
and officers of New York corporations against expenses, judgments, fines
and amounts paid in settlement in connection with litigation. Article F
of the Restated Certificate of Incorporation, as amended, of the
Registrant requires the Registrant to indemnify its directors and
officers to the fullest extent permitted by New York law, as such law may
be amended from time to time. Article F also allows the Registrant, if
and when deemed appropriate, to provide indemnification or reimbursement
or advancement of expenses beyond the indemnification specifically
allowed by the BCL to the extent permitted by law. In addition, the
Registrant has purchased insurance policies that provide coverage for its
directors and officers in certain situations.
ITEM 8. EXHIBITS
For a listing of Exhibits to this Registration Statement, see
the Exhibit Index on page 7 which is incorporated by reference herein.
The Registrant hereby undertakes to submit, or has submitted, to
the Internal Revenue Service ("IRS") in a timely manner, the Registrant's
Savings Plan #077 and Savings Plan for Hourly Employees #158, and any
amendments thereto, for the purpose of receiving a determination letter
that such plans are qualified under Section 401(a) of the Internal
Revenue Code, and undertakes to make all changes required by the IRS in
order to qualify such plans. Each of (a) the Registrant's Nonqualified
Supplemental Savings Plan and (b) The Executive Retirement Plan for
Employees of Weldwood of Canada Limited is a nonqualified plan.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
hereof) 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 Registration Statement is on Form S-3 or Form S-8, and 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 Commission 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 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.
(h) 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.
SIGNATURES
THE REGISTRANT. 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 STAMFORD AND
STATE OF CONNECTICUT, ON AUGUST 21, 1997.
CHAMPION INTERNATIONAL CORPORATION
(Registrant)
By /s/ LAWRENCE A. FOX
------------------------------
(LAWRENCE A. FOX)
VICE PRESIDENT AND SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
Chairman of the Board,
Chief Executive Officer
and Director (Principal
RICHARD E. OLSON* Executive Officer) August 21, 1997
- ------------------------
(RICHARD E. OLSON)
Vice Chairman and Executive
Officer and Director
(Principal Accounting
KENWOOD C. NICHOLS* Officer) August 21, 1997
- ------------------------
(KENWOOD C. NICHOLS)
Senior Vice President-
Finance (Principal
FRANK KNEISEL* Financial Officer)
- ------------------------
(FRANK KNEISEL) August 21, 1997
Director
- ------------------------
(LAWRENCE A. BOSSIDY)
ROBERT A. CHARPIE* Director August 21, 1997
- ------------------------
(ROBERT A. CHARPIE)
H. CORBIN DAY* Director August 21, 1997
- ------------------------
(H. CORBIN DAY)
ALICE F. EMERSON* Director August 21, 1997
- ------------------------
(ALICE F. EMERSON)
ALLAN E. GOTLIEB* Director August 21, 1997
- ------------------------
(ALLAN E. GOTLIEB)
SYBIL C. MOBLEY* Director August 21, 1997
- ------------------------
(SYBIL C. MOBLEY)
Director
- ------------------------
(WALTER V. SHIPLEY)
RICHARD E. WALTON* Director August 21, 1997
- ------------------------
(RICHARD E. WALTON)
JOHN L. WEINBERG* Director August 21, 1997
- ------------------------
(JOHN L. WEINBERG)
*By /s/ LAWRENCE A. FOX
- ------------------------
(LAWRENCE A. FOX)
A MANUALLY SIGNED POWER OF ATTORNEY AUTHORIZING STEPHEN B. BROWN,
LAWRENCE A. FOX AND RICHARD E. OLSON AND EACH OF THEM TO SIGN THIS
REGISTRATION STATEMENT ON FORM S-8 AND ALL AMENDMENTS HERETO AS ATTORNEYS
FOR DIRECTORS AND CERTAIN OFFICERS OF THE REGISTRANT IS BEING FILED
CONCURRENTLY WITH THE SECURITIES AND EXCHANGE COMMISSION AS EXHIBIT 24
HERETO.
THE PLANS. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THE PENSION AND EMPLOYEE BENEFITS COMMITTEE, THE ADMINISTRATOR OF
THE REGISTRANT'S PLANS DESCRIBED HEREIN, HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED, IN THE CITY OF STAMFORD, STATE OF CONNECTICUT, ON AUGUST 21, 1997.
CHAMPION INTERNATIONAL CORPORATION
SAVINGS PLAN #077
SAVINGS PLAN FOR HOURLY EMPLOYEES #158
NONQUALIFIED SUPPLEMENTAL SAVINGS PLAN
BY /s/ WILLIAM C. FOSTER
---------------------------------------
(WILLIAM C. FOSTER)
SENIOR ASSOCIATE COUNSEL - EMPLOYEE
RELATIONS/HUMAN RESOURCES
Pursuant to the requirements of the Securities Act of 1933, the
Compensation Committee of the Board of Directors of Weldwood of Canada
Limited, the Administrator of the Weldwood of Canada Limited plan
described herein, has duly caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, in
the City of Stamford, State of Connecticut, on August 21, 1997.
THE EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES
OF WELDWOOD OF CANADA LIMITED
By /s/ KENWOOD C. NICHOLS
-----------------------------------------
(KENWOOD C. NICHOLS)
CHAIRMAN, COMPENSATION COMMITTEE
EXHIBIT INDEX
Each Exhibit is listed according to the number assigned to it in
the Exhibit Table of Item 601 of Regulation S-K.
EXHIBIT NUMBER DESCRIPTION
5 Opinion of counsel, including consent.
23.1 Consent of Independent Public Accountants.
23.2 Consent of counsel (included in Exhibit 5).
24 Power of Attorney.
EXHIBIT 5
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
August 21, 1997
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
Gentlemen:
As Vice President and Secretary of Champion International
Corporation (the "Company"), I am familiar with the Company's
Registration Statement on Form S-8 being filed today (the "Registration
Statement") with the Securities and Exchange Commission. The Registration
Statement relates to the registration under the Securities Act of 1933,
as amended (the "Act"), of an aggregate of 5,000,000 shares (the "Common
Shares") of the Company's Common Stock, $.50 par value, issuable pursuant
to the Company's Savings Plan #077 and Savings Plan for Hourly Employees
#158.
I am a member of the Bar of the State of New York and express no
opinion as to the laws, including without limitation laws relating to
choice of law, of any jurisdiction other than the Federal laws of the
United States of America and the laws of the State of New York.
This opinion is delivered pursuant to the requirements of Item
601(b)(5) of Regulation S-K under the Act.
Based upon the foregoing, I am of the opinion that the Common
Shares, when issued in accordance with the Company's Savings Plan #077 or
Savings Plan for Hourly Employees #158, as the case may be, will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Lawrence A. Fox
Vice President and Secretary
EXHIBIT 23.1
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 17, 1997 included in Champion International Corporation's
(the "Company's") Annual Report to Shareholders for the year ended
December 31, 1996, and incorporated by reference in the Company's Form
10-K for the year ended December 31, 1996 (the "Form 10-K"), and to all
references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
New York, N.Y.
August 21, 1997
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of CHAMPION
INTERNATIONAL CORPORATION (the "Company"), which intends to file a
Registration Statement on Form S-8 with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, registering
shares of Common Stock issuable pursuant to the Company's Savings Plan
#077 and Savings Plan for Hourly Employees #158, and interests in the
Nonqualified Supplemental Savings Plan and The Executive Retirement Plan
for Employees of Weldwood of Canada Limited, hereby constitutes and appoints
STEPHEN B. BROWN, LAWRENCE A. FOX and RICHARD E. OLSON his or her true and
lawful attorneys-in-fact and agents, each of them with full power to act
without the others, for him or her and in his or her name, place and stead,
in any and all capacities, to sign such Registration Statement and any and
all amendments and other documents relating thereto, and to file such
Registration Statemeent and such amendments with all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of the 21st day of August, 1997.
/s/RICHARD E. OLSON /s/KENWOOD C. NICHOLS
- ------------------------------ ------------------------------------
Richard E. Olson Kenwood C. Nichols
Chairman of the Board, Chief Vice Chairman and Executive Officer
Executive Officer and Director and Director
(Principal Executive Officer) (Principal Accounting Officer)
/s/FRANK KNEISEL
----------------------------------
Frank Kneisel
Senior Vice President - Finance
(Principal Financial Officer)
/s/SYBIL C. MOBLEY
- ------------------------------ ------------------------------------
Lawrence A. Bossidy, Director Sybil C. Mobley, Director
/s/ROBERT A. CHARPIE
- ------------------------------ ------------------------------------
Robert A. Charpie, Director Walter V. Shipley, Director
/s/H. CORBIN DAY /s/RICHARD E. WALTON
- ------------------------------ ------------------------------------
H. Corbin Day, Director Richard E. Walton, Director
/s/ALICE F. EMERSON /s/JOHN L. WEINBERG
- ------------------------------ ------------------------------------
Alice F. Emerson, Director John L. Weinberg, Director
/s/ALLAN E. GOTLIEB
- ------------------------------
Allan E. Gotlieb, Director
