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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)
1999 STOCK OPTION PLAN
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)(3) PER SHARE(2) OFFERING PRICE(2) FEE(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
$.50 PAR VALUE 7,000,000 SHARES $56.3125 $394,187,500 $109,584.13
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) PLUS SUCH INDETERMINATE NUMBER OF ADDITIONAL SHARES AS MAY
BECOME ISSUABLE BY OPERATION OF ANY ADJUSTMENTS TO THE COMMON STOCK.
(2) AMOUNTS IN THESE COLUMNS HAVE BEEN ESTIMATED SOLELY FOR THE
PURPOSE OF CALCULATING THE REGISTRATION FEE. 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 SEPTEMBER 9, 1999, A DATE WITHIN FIVE
BUSINESS DAYS PRIOR TO THE DATE OF FILING OF THIS REGISTRATION STATEMENT.
(3) THE SHARES OFFERED UNDER THE 1999 STOCK OPTION PLAN ALSO INCLUDE
226,370 SHARES THAT WERE PREVIOUSLY REGISTERED ON THE REGISTRATION STATEMENT
ON FORM S-8 OF THE REGISTRANT (REGISTRATION NO. 33-63126) AND IN RESPECT OF
WHICH A FILING FEE OF $2,321.18 WAS PAID TO REGISTER SUCH SHARES.
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 1999 Stock Option Plan.
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, 1998.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30, 1999.
(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 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity 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 August 31, 1999, Mr. Fox was the
beneficial owner of 5,076 shares of Common Stock and held options to
purchase 9,550 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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.
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 this Registration Statement;
(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 in this Registration
Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this Registration Statement is on Form S-3, Form S-8 or Form F-3, 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 this
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 this 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 SEPTEMBER 16, 1999.
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) September 16, 1999
- ----------------------
(RICHARD E. OLSON)
Vice Chairman and
Executive Officer and
KENWOOD C. NICHOLS* Director (Principal
- ----------------------- Accounting Officer) September 16, 1999
(KENWOOD C. NICHOLS)
Vice President-Finance
and Treasurer (Principal
THOMAS L. HART* Financial Officer) September 16, 1999
- ---------------------
(THOMAS L. HART)
LAWRENCE A. BOSSIDY* Director September 16, 1999
- ----------------------
(LAWRENCE A. BOSSIDY)
ROBERT A. CHARPIE* Director September 16, 1999
- ----------------------
(ROBERT A. CHARPIE)
H. CORBIN DAY* Director September 16, 1999
- ----------------------
(H. CORBIN DAY)
ALICE F. EMERSON* Director September 16, 1999
- ----------------------
(ALICE F. EMERSON)
ALLAN E. GOTLIEB* Director September 16, 1999
- ----------------------
(ALLAN E. GOTLIEB)
HENRIQUE de CAMPOS MEIRELLES* Director September 16, 1999
- -----------------------------
(HENRIQUE DE CAMPOS MEIRELLES)
Director
- ------------------------------
(WALTER V. SHIPLEY)
RICHARD E. WALTON* Director September 16, 1999
- ------------------------------
(RICHARD E. WALTON)
*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.
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
-------------- ------------
4 1999 Stock Option Plan.*
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.
*Filed by incorporation by reference to Exhibit A of the
Registrant's Proxy Statement for the 1999 Annual Meeting of
Shareholders.
EXHIBIT 5
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
September 16, 1999
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 7,000,000 shares (the "Common Shares") of the
Company's Common Stock, $.50 par value, issuable pursuant to the Company's
1999 Stock Option Plan.
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 1999 Stock Option
Plan, 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 and to all references to me in the Registration
Statement.
Very truly yours,
/s/ Lawrence A. Fox
Vice President and Secretary
LAF:col
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 18, 1999 included in Champion International Corporation's
(the "Company's") Annual Report to Shareholders for the year ended December
31, 1998, and incorporated by reference in the Company's Form 10-K for the
year ended December 31, 1998 (the "Form 10-K"), and to all references to
our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Stamford, CT
September 15, 1999
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 1999 Stock Option Plan,
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 Statement 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 16th day of September, 1999.
/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/THOMAS L. HART
-------------------------------
Thomas L. Hart
Vice President - Finance and Treasurer
(Principal Financial Officer)
/s/LAWRENCE A. BOSSIDY /s/ALLAN E. GOTLIEB
- ------------------------------ --------------------------------
Lawrence A. Bossidy, Director Allan E. Gotlieb, Director
/s/ROBERT A. CHARPIE /s/HENRIQUE de CAMPOS MEIRELLES
- ------------------------------ ----------------------------------
Robert A. Charpie, Director Henrique de Campos Meirelles, Director
/s/H. CORBIN DAY
- ------------------------------ ----------------------------------
H. Corbin Day, Director Walter V. Shipley, Director
/s/ALICE F. EMERSON /s/RICHARD E. WALTON
- ------------------------------ ----------------------------------
Alice F. Emerson, Director Richard E. Walton, Director
