As filed with the Securities and Exchange Commission on November 15, 1994.
Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
CHESAPEAKE CORPORATION
(Exact name of Registrant as specified in its Charter)
Virginia 54-0166880
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1021 East Cary Street, Box 2350
Richmond, Virginia 23218-2350
(Address of principal executive office, including zip code)
CHESAPEAKE CORPORATION
SALARIED EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the Plan)
____________________
J. P. Causey Jr., Esq.
Vice President, Secretary and General Counsel
Chesapeake Corporation
1021 East Cary Street, Box 2350
Richmond, Virginia 23218-2350
804-697-1000
(Name, address and telephone number, including area code, of agent for service)
With copies to:
Hugh V. White, Jr., Esq.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities be Offering Aggregate Registration
to be Registered Price Offering Fee
Registered (1) Per Share(2) Price(2)
Common Stock, $1 par 637,559
value per share shares $30.50 $19,445,550 $6,705.36
(1) In addition, each share of Common Stock is accompanied by one
Preferred Share Purchase Right.
(2) Estimated solely for the purpose of computing the registration
fee. This amount was calculated pursuant to Rule 457(c) on the basis of
$30.50 per share, which was the average of the high and low prices of the
Common Stock on the New York Stock Exchange on November 8, 1994, as
reported in The Wall Street Journal.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Chesapeake Corporation (the
"Company") with the Commission (file No. 1-3203) are incorporated herein by
reference and made a part hereof: (i) the Company's Annual Report on Form
10-K for the year ended December 31, 1993; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994,
and September 30, 1994; (iii) the Company's Current Report on Form 8-K
dated March 16, 1994; and (iv) the description of the Company's Common
Stock (the "Common Stock") contained in a registration statement filed
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of the Prospectus and prior
to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that is incorporated by reference herein
modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Prospectus.
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 Virginia Stock Corporation Act permits, and the registrant's
Bylaws require, indemnification of the registrant's directors and officers
in a variety of circumstances, which may include indemnification for
liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). Under Sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act, a Virginia corporation generally is authorized to
indemnify its directors and officers in civil or criminal actions if they
acted in good faith and believed their conduct to be in the best interests
of the corporation and, in the case of criminal actions, had no reasonable
cause to believe that the conduct was unlawful. The Company's Bylaws
require indemnification of directors and officers with respect to certain
liabilities, expenses and other amounts imposed upon them by reason of
having been a director or officer, except in the case of willful misconduct
or a knowing violation of criminal law. In addition, the Company carries
insurance on behalf of directors, officers, employees or agents that may
cover liabilities under the Securities Act. The Company's Bylaws also
provide that, to the full extent the Virginia Stock Corporation Act (as it
presently exists or may hereafter be amended) permits the limitation or
elimination of the liability of directors and officers, no director or
officer of the Company shall be liable to the Company or its shareholders
for monetary damages with respect to any transaction, occurrence or course
of conduct. Section 13.1-692.1 of the Virginia Stock Corporation Act
presently permits the elimination of liability of directors and officers in
any proceeding brought by or in the right of the Company or brought by or
on behalf of stockholders of the Company, except for liability resulting
from such person's having engaged in willful misconduct or a knowing
violation of the criminal law or any federal or state securities law,
including, without limitation, any unlawful insider trading or manipulation
of the market for any security. Sections 13.1-692.1 and 13.1-696 to -704
of the Virginia Stock Corporation Act are hereby incorporated by reference
herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation (filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1989, and
incorporated herein by reference).
4.2 Bylaws (filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference).
4.3 Rights Agreement, dated as of March 15, 1988, between the Company and
Crestar Bank (filed as Exhibit 4.1 to the Company's Current Report on
Form 8-K dated March 15, 1988, and incorporated herein by reference).
4.4 Rights Agreement Amendment, dated as of August 24, 1992, between the
Company and Harris Trust and Savings Bank (filed herewith).
4.5 Chesapeake Corporation Salaried Employees' Stock Purchase Plan (filed
herewith).
5 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith).
24 Powers of Attorney (included on signature page).
<PAGE>
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Richmond, Commonwealth of Virginia, on this 11th day
of October, 1994.
CHESAPEAKE CORPORATION
(Registrant)
By /s/ J. Carter Fox
J. Carter Fox
President, Chief Executive Officer and
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities
indicated on this 11th day of October, 1994. Each person whose signature
appears below hereby authorizes the agent for service named in the
registration statement to execute in the name of each such person, and to
file, any amendment, including any post-effective amendment, to the
registration statement making such changes in the registration statement as
the registrant deems appropriate, and appoints the agent for service as
attorney-in-fact to sign in his behalf individually and in each capacity
stated below and file all amendments and post-effective amendments to the
registration statement.
Signature Title
By /s/ J. Carter Fox By /s/ Wallace Stettinius
J. Carter Fox Wallace Stettinius
Chairman of the Board of Director
Directors, President & Chief
Executive Officer
By /s/ John Hoyt Stookey
By /s/ Paul A. Dresser, Jr. John Hoyt Stookey
Paul A. Dresser, Jr. Director
Director, Executive Vice
President & Chief Operating
Officer By /s/ Richard G. Tilghman
Richard G. Tilghman
By /s/ Robert L. Hintz Director
Robert L. Hintz
Director By /s/ Joseph P. Viviano
Joseph P. Viviano
By /s/ William D. McCoy Director
William D. McCoy
Director By /s/ Harry H. Warner
Harry H. Warner
By /s/ C. Elis Olsson Director
C. Elis Olsson
Director By /s/ Andrew J. Kohut
Andrew J. Kohut
By /s/ John W. Rosenblum Vice President - Finance &
John W. Rosenblum Chief Financial Officer
Director
By /s/ Christopher R. Burgess
Christopher R. Burgess
Controller
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
4.1 Articles of Incorporation (filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1989, and incorporated herein by
reference).
4.2 Bylaws (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference).
4.3 Rights Agreement, dated as of March 15, 1988, between
the Company and Crestar Bank (filed as Exhibit 4.1 to
the Company's Current Report on Form 8-K dated March
15, 1988, and incorporated herein by reference).
4.4 Rights Agreement Amendment, dated as of August 24,
1992, between the Company and Harris Trust and Savings
Bank (filed herewith).
4.5 Chesapeake Corporation Salaried Employees' Stock
Purchase Plan (filed herewith).
5 Opinion of Hunton & Williams as to the legality of the
securities being registered (filed herewith).
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith).
24 Powers of Attorney (included on signature page).
Exhibit 4.4
RIGHTS AGREEMENT AMENDMENT
This Rights Agreement Amendment, dated as of the 24th day of August,
1992, by and between CHESAPEAKE CORPORATION, a Virginia corporation (the
"Company"), and HARRIS TRUST AND SAVINGS BANK, an Illinois banking
corporation ("Harris"), provides as follows:
Whereas, the Company and Crestar Bank (the "Rights Agent") entered
into a Rights Agreement dated as of March 15, 1988, and
Whereas, the Crestar Bank submitted its resignation as Rights Agent as
of August 24, 1992, which resignation was accepted by the Company, and
Whereas, as of August 24, 1992, the Company appointed Harris successor
Rights Agent, acceptance of the appointment by Harris being acknowledged by
Harris' execution of this Rights Agreement Amendment.
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein set forth, the parties agree as follows:
1. Unless otherwise specifically provided, all defined terms used
herein shall have the meanings indicated in the Rights Agreement.
2. Section 1.(d) of the Rights Agreement is amended to read as
follows:
(d) "Business Day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of
Illinois are authorized or obligated by law or executive order to
close.
3. Section 1.(e) of the Rights Agreement is amended to read as
follows:
(e) "Close of Business" on any given date shall mean 5:00 P.M.,
Chicago, Illinois time, on such date; provided, however, that if such
date is not a Business Day it shall mean 5:00 P.M., Chicago, Illinois
time, on the next succeeding Business Day.
4. The fifth sentence in Section 21 is amended to read as follows:
Any successor Rights Agent, whether appointed by the Company or
by such a court, shall be a corporation organized and doing business
under the laws of the United States or of the State of New York or of
the Commonwealth of Virginia (or of any other state of the United
States so long as such corporation is authorized to do business as a
banking institution in the State of New York, the State of Illinois or
the Commonwealth of Virginia), in good standing, having a principal
office in the State of New York, the State of Illinois or the
Commonwealth of Virginia, that is authorized under such laws to
exercise corporate trust powers and is subject to supervision or
examination by federal or state authority and that has at the time of
its appointment as Rights Agent a combined capital and surplus of at
least $100,000,000.
5. The address in Section 26 to which notices to the Rights Agent
shall be sent is amended to read:
Harris Trust and Savings Bank
311 West Monroe, 11th Floor
P. O. Box 755
Chicago, Illinois 60690
Attention: Shareholder Services
IN WITNESS WHEREOF, the parties, pursuant to proper authority, hereto
have caused this Rights Agreement Amendment to be duly executed, all as of
the date first above written.
CHESAPEAKE CORPORATION
By: /s/ J. P. Causey Jr.
J. P. Causey Jr.
Vice President
HARRIS TRUST AND SAVINGS BANK
By: /s/ Donald Koslow
Donald Koslow
Vice President
Exhibit 4.5
Chesapeake Corporation
Salaried Employees' Stock Purchase Plan
As Amended and Restated Effective July 1, 1994
1. Purpose
This Salaried Employees' Stock Purchase Plan (the Plan) is
intended to encourage ownership of stock of Chesapeake Corporation (the
Company) by certain salaried employees of the Company and its subsidiaries
and to provide additional incentive to employees to remain with and promote
the success of the business of the Company.
2. Operative Date
The Plan as stated herein, shall be effective July 1, 1994.
3. Definitions
(a) Basic Compensation means, for each payroll period, a
Participant's total base earnings before withholding, excluding overtime
payments, extra compensation, bonus payments, incentive compensation,
gainsharing payments, or other similar payments from his Employer and any
contribution by his Employer to this Plan or any employee benefit program.
The preceding sentence to the contrary notwithstanding, Basic Compensation
shall include commissions and contributions to the Chesapeake Corporation
401(k) Savings Plan that are made on the Participant's behalf by the
Company or its Subsidiaries pursuant to the Participant's salary reduction
election.
(b) Board of Directors means the Board of Directors of the
Company.
(c) Committee means a committee appointed by the Compensation
Committee to administer the Plan with the powers and duties hereinafter
stated.
(d) Compensation Committee means the Executive Compensation
Committee of the Board of Directors.
(e) Continuous Employment means employment with an Employer
that is not interrupted, provided that employment shall not be considered
interrupted by reason of absence due to regular vacation, service in the
armed forces or under any compulsory manpower act, jury duty, sickness,
injury for which compensation is being paid by an Employer or its insurer
under any workers' compensation law, or any leave of absence granted by an
Employer, provided that such absence does not continue beyond reasonable
periods to be established by the Committee.
(f) Employer means the Company that employs the Participant and
may be the Company, any Subsidiary of the Company, or any division of the
Company or a Subsidiary. Service with a Subsidiary or predecessor employer
before the date that a Subsidiary or division was acquired by the Company
or one of its Subsidiaries may be recognized by the Plan in the discretion
of the Committee.
(g) Participant means any employee of an Employer who satisfies
the requirements of Section 5 and who is participating in the Plan.
(h) Payroll Period means, for any employee, the period for
which he is customarily compensated by his Employer.
(i) Plan Year means the twelve (12) month period prescribed by
the Committee. Despite the preceding sentence, the Committee, in its
discretion, may prescribe a Plan Year that is shorter than twelve (12)
months in connection with a change in Plan Year and may permit the initial
Plan Year with respect to employees of a newly eligible Employer to com-
mence on any date designated by the Committee.
(j) Stock means Common Stock of the Company.
(k) Subsidiary means a corporation, more than 50% of the voting
securities of which are owned by the Company and/or the Company's other
Subsidiaries or a partnership or joint venture in which the Company and/or
the Company's other Subsidiaries have more than a 50% profits or ownership
interest and that is designated by the Compensation Committee as a
Subsidiary for purposes of the Plan, which designation can be revoked for
any future Plan Year by the Compensation Committee.
4. Stock Subject to Plan
The maximum aggregate number of shares of Stock that may be
issued pursuant to the Plan after July 1, 1994 shall be 750,000 shares,
which number shall be subject to adjustment as the Compensation Committee
determines is equitably required in the event of stock dividends, split-
ups, recapitalizations or combinations.
5. Eligible Employees
Each salaried employee of an Employer who has reached his
eighteenth birthday and who has completed at least five months of Continu-
ous Employment with an Employer is eligible to participate in the Plan,
except an employee (a) who is covered by a collective bargaining agreement
unless such employee's participation in the Plan is authorized under a
collective bargaining agreement, (b) whose customary employment is for less
than 20 hours per week, or (c) whose customary employment is for less than
five months in any calendar year.
6. Manner of Participation
Participation in the Plan is entirely voluntary. To become a
Participant, an employee shall, not later than 25 days before the beginning
of a Plan Year, or at such other date as the Committee shall deem
desirable, file a form with his payroll office, known as "Payroll Deduction
Authorization for Salaried Employees' Stock Purchase Plan," authorizing
payroll deductions from the employee's Basic Compensation, commencing with
the first Payroll Period of the Plan Year. An employee who completes his
initial five months of Continuous Employment after the first day of the
Plan Year may become a Participant in the Plan on the first day of the
seventh month of the Plan Year following the completion of five months of
Continuous Employment if he authorizes a payroll deduction no later than 25
days before that date. With respect to the initial Plan Year of a newly
eligible Employer, the Committee may establish any date for the deadline
for filing a "Payroll Deduction Authorization for Salaried Employees' Stock
Purchase Plan" as the Committee shall deem desirable. However, an employee
who during a Plan Year ceases to be an hourly employee of the Company by
reason of becoming a salaried employee and who participated in the Hourly
Employees' Stock Purchase Plan at the time his employment status changed
becomes a Participant in the Plan, unless he elects to the contrary, if he
otherwise meets the qualifications of the Plan. In the discretion of the
Committee, such qualifying employee's existing contributions under the
Hourly Employees' Stock Purchase Plan may be transferred to the Plan and
applied to subscriptions for shares of Stock according to the terms of the
Plan. After an employee has become a Participant in the Plan, his
participation therein will continue from year to year thereafter, so long
as the Plan continues in effect or until he withdraws from the Plan in
accordance with Section 13 hereof.
7. Payroll Deductions and Accounts
A payroll deduction shall be made from the Basic Compensation of
each Participant for each Payroll Period in the Plan Year in such
percentage as the Participant shall specify in his payroll deduction
authorization form, provided that such percentage shall be the same for
each Payroll Period, shall be in multiples of 1% and shall not exceed 5% of
the Participant's Basic Compensation for the Payroll Period. The
percentage specified in the payroll deduction authorization form may not be
changed during the Plan Year. An employee may contribute to the Plan only
by payroll deduction. The Company or the Participant's Employer shall
maintain accounts showing the amount withheld from each Participant's Basic
Compensation pursuant to the payroll deduction authorization for the Plan.
8. Employer's Contributions
Each Participant's Employer will, as of the end of each Plan
Year, contribute an amount equal to the applicable percentage of the amount
withheld from the Participant's Basic Compensation for the Plan during the
Plan Year. The applicable percentage that will be in effect for each Plan
Year, or the manner in which such percentage will be determined, shall be
prescribed by the Compensation Committee not less than 30 days before the
first day of that Plan Year and may not exceed 60%. The Employer's
contribution will be credited to the Participant's account maintained
pursuant to Section 7 above as of the end of the Plan Year.
9. Charges to Participant's Account; Purchase of Stock
There shall be first deducted from each Participant's account an
amount equal to the amount required to be withheld under state and federal
income tax laws and FICA and comparable charges based on the Employer's
contributions to the Plan. After the deductions referred to in the
preceding sentence, the credit balance in the Participant's account will be
applied at the end of the Plan Year to subscribe for shares of Stock at a
price equal to the average of the closing prices of Common Stock on the New
York Stock Exchange (composite tape) for the 20 consecutive trading days
immediately preceding the last day of the Plan Year. No fractional shares
will be issued, and any amount not utilized to subscribe for Stock will be
credited to the Participant's account for the succeeding Plan Year if he
participates in the Plan for the succeeding Plan Year, or if the
Participant does not participate in the Plan for the succeeding Plan Year,
such amount will be paid to the Participant.
10. Distribution of Stock
Certificates representing the number of shares of Stock
subscribed for pursuant to the preceding Section 9 shall be delivered to
each Participant as soon as practicable after the end of the Plan Year.
The rights and privileges of a stockholder of the Company shall exist with
respect to shares of Stock purchased pursuant to the Plan from and after
the date of issue of a Stock certificate.
11. Transferability
The rights of a Participant under the Plan may not be transferred
or assigned at any time.
12. Termination of Participation in the Plan and Refund of Credit
Balance in Account
A Participant may at any time before the end of the Plan Year and
for any reason terminate his participation in the Plan by written notifica-
tion of his withdrawal therefrom delivered to his payroll office. A
Participant's participation in the Plan shall also forthwith terminate upon
his ceasing to be employed by an Employer, by reason of death and upon his
ceasing to be eligible to participate in the Plan. Except as provided in
the two succeeding paragraphs, upon termination of participation in the
Plan, the amount credited to the Participant's account pursuant to
Section 7 and any interest payable on amounts withheld from his Basic
Compensation and credited to his account as of the end of the prior
calendar quarter shall be paid to him or his estate. Interest payable
under this Section 12 shall be credited to the amount withheld from each
Participant's Basic Compensation as of the last day of each calendar
quarter until the last day of the calendar quarter preceding the
distribution. The interest rate that will be in effect for each Plan Year,
or the manner in which such interest rate will be determined, shall be
prescribed by the Committee before the first day of that Plan Year.
A Participant whose employment terminates by reason of retirement
may continue as a Participant, without making further contributions, until
the end of the Plan Year next following the Participant's date of
retirement.
A Participant who ceases to be a salaried employee of an Employer
by reason of becoming an hourly-paid employee of the Company or a
Subsidiary and who is a Participant in the Plan and who meets the
requirements set forth in the Company's Hourly Employees' Stock Purchase
Plan, becomes a Participant in the Company's Hourly Employees' Stock
Purchase Plan, unless he elects otherwise, at the time during the then
current Plan Year when he shall so cease to be a salaried employee. In the
discretion of the Committee, his contributions under the Plan for the then
current Plan Year may be transferred to the Hourly Plan and applied to
subscriptions for shares of Stock according to the terms of the Company's
Hourly Employees' Stock Purchase Plan or may be held under the Plan in
accordance with Section 13.
A Participant whose participation in the Plan has terminated may
not recommence participation in the Plan until the succeeding Plan Year.
In the event of termination of participation in the Plan, the employee will
forfeit any contribution the Employer would have made at the end of the
Plan Year (other than the payment of accrued interest in accordance with
this Section 12).
13. Suspension of Withholding
A Participant may suspend his contributions at any time by
written notification delivered to his payroll office. In such event, the
amount previously contributed by the Participant will continue to be held
by his Employer until the end of the Plan Year and his Employer will make
its contribution based on the amount contributed by the Participant before
suspension. Any Participant who suspends his contributions to the Plan may
not resume contributions during the Plan Year in which the contributions
have been suspended.
14. Expenses; Applications of Funds
All expenses of administering the Plan shall be borne by the
Employers without charge against any Participant's Plan account. All funds
received or held by an Employer under this Plan may be used for any
corporate purpose.
15. The Committee
The Committee shall consist of not less than three nor more than
five persons chosen by the Compensation Committee and may (but need not)
include officers or directors of any Employer. Vacancies on the Committee
from any cause may be filled by the Compensation Committee. The Committee
may act by a majority of their number and shall keep a written record of
all decisions of the Committee. The Committee shall have full power and
authority to administer the Plan and to decide all questions regarding its
construction and interpretation. The Committee may also pass upon and
decide cases presenting unusual circumstances and in so doing shall act in
a non-discriminatory manner consistent with and to further the purposes of
the Plan. All decisions of the Committee shall be final and binding upon
all parties. No member of the Committee shall be liable for any act or
omission in connection with the execution of his duties or the exercise of
his discretion hereunder, except when due to his own gross negligence or
willful misconduct. The Company shall and hereby does indemnify each
member by reason of his membership on the Committee to the same extent and
on the same terms as the Company, under its charter and by-laws,
indemnifies directors and officers of the Company by reason of their being
such directors and officers.
16. Governing Law
The place of administration of the Plan shall be conclusively
deemed to be within the Commonwealth of Virginia and the validity,
construction, interpretation and administration of the Plan and
determinations and decisions made thereunder, and the rights of any and all
persons having or claiming to have any interest therein or thereunder,
shall be governed by, and determined exclusively and solely in accordance
with, the laws of the Commonwealth of Virginia. Without limiting the
generality of the foregoing, the period within which any action arising
under or in connection with the Plan, or any contribution made or pur-
portedly made under or in connection therewith, must be commenced shall be
governed by the laws of the Commonwealth of Virginia, irrespective of the
place where the act or omission complained of took place and of the
residence of any party to such action and irrespective of the place where
the action may be brought.
17. Employer's Rights Not Affected
Neither the adoption of the Plan nor its operation shall in any
way affect the right and power of any Employer to terminate the employment
of any Participant at any time for any reason with or without cause.
18. Conditions to Rights Under the Plan
No Participant or person claiming under or through any
Participant shall have any right or interest, whether vested or otherwise,
in the Plan or its continuance or in or to the Employers' contributions
under the Plan, whether such contributions be vested, contingent or
otherwise, unless and until all the terms, conditions and provisions of the
Plan that affect such contributions shall have been fully complied with as
specifically provided in the Plan. No cash or other property shall be
segregated or earmarked for any individual employee.
19. Amendment and Discontinuance
The Board of Directors or its delegate from time to time may
modify, amend or terminate the Plan, provided, however, that no
termination, modification or amendment of the Plan shall affect a
Participant's rights under an outstanding election to purchase shares under
the Plan. The preceding sentence to the contrary notwithstanding, no
amendment may become effective until shareholder approval is obtained if
the amendment (i) changes the class of individuals who are eligible to
participate in the Plan or (ii) increases the number of shares of Stock
issuable under the Plan (other than an adjustment to reflect stock
dividends, split-ups, recapitalizations or combinations).
Exhibit 5
November 15, 1994
The Board of Directors
Chesapeake Corporation
1021 E. Cary Street
James Center II - 22nd Floor
Richmond, VA 23218
Chesapeake Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Chesapeake Corporation, a Virginia
corporation (the "Company"), in connection with the preparation and filing
of a registration statement on Form S-8 under the Securities Act of 1933,
as amended, with respect to 637,559 shares of the Company's Common Stock,
$1.00 par value (the "Shares"), to be offered pursuant to the Company's
Salaried Employees' Stock Purchase Plan (the "Plan"). Each Share shall be
accompanied by one Preferred Share Purchase Right (the "Rights") issued
pursuant to the Rights Agreement, dated as of March 15, 1988, between the
Company and Harris Trust and Savings Bank, as successor rights agent (as
amended, the "Rights Agreement").
In rendering this opinion, we have relied upon, among other things,
our examination of the Plan and the Rights Agreement and of such records of
the Company and certificates of its officers and of public officials as we
have deemed necessary.
Based upon the foregoing and the further qualifications stated below,
we are of the opinion that:
1. the Company is duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of Virginia;
2. the Shares have been duly authorized and, when issued in
accordance with the terms of the Plan, will be legally issued, fully paid
and non-assessable; and
3. the Rights have been duly authorized and, when issued in tandem
with the Shares in accordance with the Plan and the Rights Agreement, will
be legally issued.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to such registration statement.
Very truly yours,
/s/ Hunton & Williams
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated January 25, 1994, on our audits of the consolidated
financial statements and financial statement schedules of Chesapeake Corporation
and subsidiaries as of December 31, 1993 and 1992, and for the years ended
December 31, 1993, 1992 and 1991, which report is included in Chesapeake
Corporation's Annual Report on Form 10-K for the year ended December 31, 1993.
/s/ Coopers & Lybrand L.L.P.
Richmond, Virginia
November 11, 1994
