As filed with the Securities and Exchange Commission on October
15, 1996
Registration Statement No. 333-____________
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
incorporation or organization) Identification No.)
1021 East Cary Street, Box 2350
Richmond, Virginia 23218-2350
(Address of principal executive office, including zip code)
CHESAPEAKE CORPORATION STOCK PURCHASE
PLAN FOR HOURLY EMPLOYEES OF
WISCONSIN TISSUE MILLS INC.
(Full title of the Plan)
____________________
J.P. Causey Jr., Esq.
Senior Vice President, Secretary & 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 Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Offering Registration
Registered(1) Registered Per Share(2) Price(2) Fee
Common 300,000 $27.375 $8,212,500 $2,489
Stock, $1 shares
par value
per share
(1) Pursuant to Rule 416(c) under 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. 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 $27.375 per share, which was the average
of the high and low prices of the Common Stock on the New York
Stock Exchange on October 10, 1996, as reported in The Wall
Street Journal.
<PAGE>
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
("Chesapeake") with the Commission (file No. 1-3203) are
incorporated herein by reference and made a part hereof: (i)
Chesapeake's Annual Report on Form 10-K for the year ended
December 31, 1995; (ii) Chesapeake's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1996, and June 30,
1996; and (iii) the description of Chesapeake'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 Chesapeake or the Plan 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 required to be filed with the Securities and Exchange
Commission.
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
<PAGE>
interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that the conduct was
unlawful. Chesapeake'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,
Chesapeake carries insurance on behalf of directors, officers,
employees or agents that may cover liabilities under the
Securities Act. Chesapeake'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 Chesapeake shall be liable to Chesapeake
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 Chesapeake or brought by
or on behalf of stockholders of Chesapeake, 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
Chesapeake'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 Chesapeake'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
Chesapeake and Crestar Bank (filed as Exhibit 4.1 to
Chesapeake'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 Chesapeake and Harris Trust and Savings Bank (filed
as Exhibit 4.4 to Chesapeake's registration statement on
Form S-8 (File No. 33-56473) and incorporated herein by
reference).
4.5 Chesapeake Corporation Stock Purchase Plan for Hourly
Employees of Wisconsin Tissue Mills Inc. (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 15th day of
October, 1996.
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 15th day of October, 1996.
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
J. Carter Fox
Chairman of the Board of Directors,
President & Chief Executive Officer
By /s/ M. Katherine Dwyer
M. Katherine Dwyer
Director
By /s/ Robert L. Hintz
Robert L. Hintz
Director
By /s/ William D. McCoy
William D. McCoy
Director
By /s/ C. Elis Olsson
C. Elis Olsson
Director
By
John W. Rosenblum
Director
By
Frank S. Royal
Director
By /s/ Wallace Stettinius
Wallace Stettinius
Director
By /s/ John Hoyt Stookey
John Hoyt Stookey
Director
By /s/ Richard G. Tilghman
Richard G. Tilghman
Director
By /s/ Joseph P. Viviano
Joseph P. Viviano
Director
By /s/ Harry H. Warner
Harry H. Warner
Director
By /s/ Andrew J. Kohut
Andrew J. Kohut
Group Vice President - Specialty Packaging
& Merchandising Services & Chief Financial
Officer
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
Chesapeake'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 Chesapeake'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
Chesapeake and Crestar
Bank (filed as Exhibit 4.1
to Chesapeake'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 Chesapeake and
Harris Trust and Savings
Bank (filed as Exhibit 4.4
to the Chesapeake's registration
statement on Form S-8 (File
No. 33-56473) and incorporated
herein by reference).
4.5 Chesapeake Corporation Stock
Purchase Plan for Hourly
Employees of Wisconsin
Tissue Mills Inc. (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 4.5
Chesapeake Corporation Stock Purchase Plan
for Hourly Employees of Wisconsin Tissue Mills Inc.
Effective November 1, 1996
1. Purpose
The Chesapeake Corporation Stock Purchase Plan for
Hourly Employees of Wisconsin Tissue Mills Inc. (the "Plan") is
intended to encourage ownership of stock of Chesapeake
Corporation ("Chesapeake") by certain hourly-paid employees of
Wisconsin Tissue Mills Inc. and its subsidiaries and to provide
an additional incentive for employees to remain with and promote
the success of the business of Chesapeake and its subsidiaries.
2. Operative Date
The Plan is effective November 1, 1996.
3. Definitions
(a) Applicable Percentage means (1) the percentage
that shall be prescribed by the Compensation Committee before the
first day of each Plan Year or (2) the percentage resulting from
the computations performed in accordance with the method
prescribed by the Compensation Committee for determining the
Applicable Percentage, which method shall be prescribed before
the first day of each Plan Year. The Applicable Percentage may
not exceed 60%.
(b) Basic Compensation means, for each payroll period,
a Participant's regular base hourly rate as of the first day of
the month immediately preceding the first day of the Plan Year
times forty (40). A Participant's regular base hourly rate does
not include overtime payments, shift differential, bonus
payments, incentive compensation, gainsharing payments, extra
compensation or other similar payments.
(c) Board of Directors means the Board of Directors of
Chesapeake.
(d) Committee means the person or persons appointed by
the Board of Directors or the Compensation Committee to
administer the Plan with the powers and duties hereinafter
stated.
(e) Company means Wisconsin Tissue Mills Inc. 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.
(f) Compensation Committee means the Executive
Compensation Committee of the Board of Directors of Chesapeake
Corporation.
<PAGE>
Chesapeake Corporation Stock Purchase Plan
for Hourly Employees of Wisconsin Tissue Mills Inc.
Effective November 1, 1996
(g) Continuous Employment means employment with the
Company or an affiliate 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 the Company or an
affiliate or its insurer under any workers' compensation law, or
any leave of absence granted the Company or an affiliate,
provided that such absence does not continue beyond reasonable
periods to be established by the Committee.
(h) Employee means any person employed by the Company
who is compensated on an hourly basis and who is located at one
of the Company's operations listed on Exhibit I hereto. Employee
does not include an independent contractor or a leased employee
(as defined in section 414(n) of the Internal Revenue Code of
1986, as amended). Employee does not include individuals who are
members of a collective bargaining unit unless inclusion in this
Plan is permitted in accordance with a collective bargaining
agreement in existence or entered into in the future as a result
of good-faith bargaining between an employee representative and
the Company.
(i) Participant means any Employee of the Company who
satisfies the requirements of Section 5 and who is participating
in the Plan.
(j) Payroll Deduction means the dollar amount that is
determined by multiplying the percentage elected by the
Participant in accordance with Section 7 times such Participant's
Basic Compensation. A Participant's Payroll Deduction shall be
subtracted from his regular pay after deductions for amounts
required to be withheld under state and federal income tax laws,
FICA and comparable charges.
(k) Payroll Period means, for any Employee, the period
for which he is customarily compensated by the Company.
(l) Plan Year means the twelve (12) month period
beginning on April 1 of each year and ending on the following
March 31. Despite the preceding sentence, the Committee, in its
discretion, may direct that the Plan Year will be shorter than
twelve months. The 1996 Plan Year shall commence on November 1,
1996 and end on March 31, 1997. The Committee, in its
discretion, may permit the initial Plan Year for eligible
employees of a newly eligible Subsidiary or operation of the
Company to commence on any date designated by the Committee.
(m) Stock means Common Stock of the Chesapeake
Corporation.
<PAGE>
Chesapeake Corporation Stock Purchase Plan
for Hourly Employees of Wisconsin Tissue Mills Inc.
Effective November 1, 1996
(n) Subsidiary means a corporation, more than 50% of
the voting securities of which are owned by Chesapeake
Corporation and/or Chesapeake Corporation's other Subsidiaries or
a partnership or joint venture in which Chesapeake Corporation
and/or Chesapeake Corporation'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 on and after November 1, 1996
shall be 300,000, 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 Employee of the Company who has reached his
eighteenth (18th) birthday and has completed at least five (5)
months of Continuous Employment with the Company is eligible to
participate in the Plan, except an Employee (a) whose customary
employment is for less than (i) twenty (20) hours per week, (ii)
five (5) months in a calendar year, or (iii) one thousand (1,000)
hours in a calendar year or (b) who otherwise fails to qualify
under such standards or designations as the Committee may
establish from time to time.
6. Manner of Participation
(a) Participation in the Plan is entirely voluntary.
To become a Participant, an eligible Employee shall, not later
than twenty-five (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, authorizing a Payroll Deduction
from the eligible Employee's regular pay, commencing with the
first Payroll Period of the Plan Year. An Employee who completes
his initial five (5) 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 (7th) month of the Plan Year
following the completion of five (5) months of Continuous
Employment if he authorizes a Payroll Deduction no later than
twenty-five (25) days before that date. With respect to the
initial Plan Year for employees of a newly eligible Subsidiary or
operation of the
<PAGE>
Chesapeake Corporation Stock Purchase Plan
for Hourly Employees of Wisconsin Tissue Mills Inc.
Effective November 1, 1996
Company, the Committee may establish any date for the deadline
for filing the form to authorize a Payroll Deduction as the
Committee shall deem desirable.
(b) An eligible Employee who participated in the
Chesapeake Corporation Hourly Employees' Stock Purchase Plan (the
"Chesapeake Hourly Plan") prior to November 1, 1996, shall become
a Participant in the Plan, unless he elects to the contrary, on
November 1, 1996, if he otherwise meets the qualifications of the
Plan. Such eligible Employee's existing contributions under the
Chesapeake Hourly Plan will be transferred to the Plan and
applied to subscriptions for shares of Stock according to the
terms of the Plan. A Participant's Payroll Deduction for each
Payroll Period thereafter made to the Plan for the 1996 Plan Year
shall be in the same amount elected under the Chesapeake Hourly
Plan.
(c) An eligible Employee who during a Plan Year ceases
to be a salaried employee of the Company or an affiliate by
reason of becoming an Employee of the Company and who
participated in the Chesapeake Corporation Salaried Employees'
Stock Purchase Plan (the "Chesapeake Salaried Plan") at the time
his employment status changed shall become a Participant in the
Plan, unless he elects to the contrary, if he otherwise meets
the qualifications of the Plan. Unless the Committee directs
otherwise, such eligible Employee's existing contributions under
the Chesapeake Salaried Plan will be transferred to the Plan and
applied to subscriptions for shares of Stock according to the
terms of the Plan. Contributions by a Participant in this
instance shall be made in the same percentage as such
Participant elected under the Chesapeake Salaried Plan times such
Participant's Basic Compensation as of the time his employment
status changes.
(d) After an eligible 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 12 hereof.
7. Payroll Deductions and Accounts
A Participant's contribution to the Plan shall be made
by deducting the Participant's Payroll Deduction from his regular
pay for each Payroll Period in the Plan Year. A Participant's
Payroll Deduction is determined by multiplying the percentage
specified by the Participant in a payroll deduction authorization
form times his Basic Compensation. The percentage specified
shall be in multiples of 1% and shall not exceed 5%. The
percentage specified may not be changed during the Plan Year. A
Participant's Payroll Deduction shall be the same for each
Payroll Period. A Participant may contribute to the Plan only by
Payroll Deduction. The
<PAGE>
Chesapeake Corporation Stock Purchase Plan
for Hourly Employees of Wisconsin Tissue Mills Inc.
Effective November 1, 1996
Company shall maintain accounts showing the total Payroll
Deduction withheld from each Participant's regular pay during the
Plan Year.
8. Company Contributions
The Company will, as of the end of each Plan Year,
contribute an amount equal to the Applicable Percentage times the
Participant's total Payroll Deductions for the Plan during the
Plan Year. The Company's contribution will be credited to the
Participant's account maintained pursuant to Section 7 as of the
end of the Plan Year.
9. Charges to Participant's Account; Purchase of Stock
The Company's contribution to the Plan shall be reduced
by the amount required to be withheld under state and federal
income tax laws, FICA and comparable charges The 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 of Chesapeake 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 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 Chesapeake
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.
<PAGE>
Chesapeake Corporation Stock Purchase Plan
for Hourly Employees of Wisconsin Tissue Mills Inc.
Effective November 1, 1996
12. Termination of Participation in the Plan and Refund of
Credit Balance in Account
(a) 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 notification of his withdrawal therefrom
delivered to his payroll office. A Participant's participation
in the Plan shall also terminate upon his ceasing to be employed
by the Company, upon his death and upon his ceasing to be
eligible to participate in the Plan. Upon termination of
participation in the Plan, the amount credited to the
Participant's account pursuant to Section 7 and any interest
payable on his Payroll Deductions 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
payable only upon termination of participation in the Plan before
the end of the Plan Year and shall be credited to each
Participant's Payroll Deductions 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.
(b) 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 Company would have made at the end of the Plan
Year (other than the payment of accrued interest in accordance
with this Section 12).
(c) 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.
"Retirement," for purposes of the Plan, means retirement under
the terms of a tax-qualified defined benefit pension plan
sponsored by the Company or an affiliate.
(d) A Participant in the Plan who ceases to be an
Employee of the Company by reason of becoming a salaried employee
of the Company or an affiliate and who meets the requirements set
forth in the Chesapeake Salaried Plan, shall become a participant
in the Chesapeake Salaried Plan, unless he elects otherwise, at
the time during the current Plan Year when he ceases to be an
eligible Employee. His contributions under the Plan for
the current Plan Year will be transferred to the Chesapeake
Salaried Plan and applied to subscriptions for shares of Stock
according to the terms of the Chesapeake Salaried Plan.
<PAGE>
Chesapeake Corporation Stock Purchase Plan
for Hourly Employees of Wisconsin Tissue Mills Inc.
Effective November 1, 1996
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 previous Payroll Deductions contributed by the
Participant during the Plan Year will continue to be held by the
Company until the end of the Plan Year and the Company will make
its contribution based on such amounts. 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 Company without charge against any Participant's Plan
account. All funds received or held by the Company under this
Plan may be used for any corporate purpose.
15. The Committee
The Committee shall consist of not less than three (3)
nor more than five (5) persons chosen by the Board of Directors
or Compensation Committee and may (but need not) include officers
or directors of the Company. 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, to decide
all questions regarding construction and interpretation of the
Plan, and to delegate its duties under the Plan. The Committee
or its delegate(s) 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 or its
delegate(s) shall be final and binding upon all parties. No
member or delegate 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 and delegate by reason of his
membership on or authority granted by 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.
<PAGE>
Chesapeake Corporation Stock Purchase Plan
for Hourly Employees of Wisconsin Tissue Mills Inc.
Effective November 1, 1996
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
purportedly 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
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 the Company 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 to or interest in, whether
vested or otherwise, the Plan or its continuance or in or
to the Company's 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.
<PAGE>
Chesapeake Corporation Stock Purchase Plan
for Hourly Employees of Wisconsin Tissue Mills Inc.
Effective November 1, 1996
EXHIBIT I
Participating Operations
Wisconsin Tissue Mills Inc. operations at Flagstaff, Arizona
Wisconsin Tissue Mills Inc. operations at Bellemont, Arizona
Exhibit 5
October 15, 1996
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
Members of the Board:
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
300,000 shares of the Company's Common Stock, $1.00 par value
(the "Shares"), to be offered pursuant to the Company's Stock
Purchase Plan for Hourly Employees of Wisconsin Tissue Mills Inc.
(the "Plan"), together with an indeterminate amount of interests
in 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 Chesapeake Corporation Stock Purchase
Plan for Hourly Employees of Wisconsin Tissue Mills Inc. of our
report dated January 24, 1996, on our audit of the financial
statements of Chesapeake Corporation as of December 31, 1995 and
1994 and for the three years ended December 31, 1995.
Richmond, Virginia /s/ Coopers & Lybrand L.L.P.
October 11, 1996
