As filed with the Securities and Exchange Commission on
April 21, 1998.
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 Number)
1021 East Cary Street, Box 2350
Richmond, Virginia 23218-2350
(Address of principal executive office, including zip code)
CHESAPEAKE CORPORATION
DIRECTORS' STOCK OPTION AND
DEFERRED COMPENSATION PLAN
(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, including zip code, 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
maximum Proposed Amount
Title of offering maximum of
securities Amount price aggregate regist-
to be to be per offering ration
registered (1) registered share(2) price(2) fee
Common Stock, 400,000 $35.50 $14,200,000.00 $4,189.00
$1.00 par shares
value per
share
(1) 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 $35.50 per
share, which was the average of the high and low
prices of the Common Stock on the New York Stock
Exchange on April 14, 1998, 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 (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 fiscal year ended December 31,
1997; and (ii) the description of the Company's
Common Stock (the "Common Stock") contained in a
registration statement filed under the Securities
Exchange Act of 1934 (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 Amended and Restated Articles of Incorporation
of the Company (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 of the Company (filed as Exhibit 3.2
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, and
incorporated herein by reference).
4.3 Rights Agreement, dated as of March 15,
1998, between the Company and Harris Trust
and Savings Bank, as rights agent (filed as
Exhibit 1 to the Company's Registration
Statement on Form 8-A dated March 13, 1998,
and incorporated herein by reference).
4.4 Chesapeake Corporation Directors' Stock
Option and Deferred Compensation Plan
(filed as Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1996, and incorporated
herein by reference).
5 Opinion of Hunton & Williams as to the
legality of the securities being registered.
23.1 Consent of Hunton & Williams (included in
the opinion filed as Exhibit 5 to the
Registration Statement).
23.2 Consent of Coopers & Lybrand.
24 Power of Attorney (included on signature
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 posteffective 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 posteffective 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 14th day of April, 1998.
CHESAPEAKE CORPORATION
By: /s/ Thomas H. Johnson
Thomas H. Johnson
Director; President &
Chief Executive Officer
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by
the following persons in the capacities indicated on
this 14th day of April, 1998. 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 such 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 and Title Signature and Title
By:______________________ By: /s/ Wallace Stettinius
M. Katherine Dwyer Wallace Stettinius
Director Director
By: /s/ J. Carter Fox By: /s/ John Hoyt Stookey
J. Carter Fox John Hoyt Stookey
Chairman of the Board Director
of Directors
By: /s/ Robert L. Hintz By: /s/ Richard G. Tilghman
Robert L. Hintz Richard G. Tilghman
Director Director
By: /s/ Thomas H. Johnson By: /s/ Joseph P. Viviano
Thomas H. Johnson Joseph P. Viviano
Director; President & Director
Chief Executive Officer
By: /s/ William D. McCoy By: /s/ Harry H. Warner
William D. McCoy Harry H. Warner
Director Director
By: /s/ John W. Rosenblum By: /s/ William T. Tolley
John W. Rosenblum William T. Tolley
Director Group Vice President -
Finance & Chief
Financial Officer
By: /s/ Frank S. Royal By: /s/ Christopher R. Burgess
Frank S. Royal Christopher R. Burgess
Director Controller
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
4.1 Amended and Restated
Articles of Incorporation
of the Company
(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 of the
Company
(filed as
Exhibit 3.2 to
the Company's
Annual Report on
Form 10-K for
the year ended
December 31,
1996, and
incorporated
herein by
reference).
4.3 Rights Agreement,
dated as of March 15,
1998, between
the Company and
Harris Trust and
Savings Bank, as
rights agent
(filed as
Exhibit 1 to
the Company's
Registration
Statement on
Form 8-A dated
March 13, 1998,
and incorporated
herein by
reference).
4.4 Chesapeake Corporation
Directors' Stock
Option
and Deferred
Compensation
Plan (filed as
Exhibit 10.10 to
the Company's
Annual Report on
Form 10K for the
year ended
December 31,
1996, and
incorporated
herein by
reference).
5 Opinion of Hunton &
Williams as to
the legality of the
securities being
registered.
23.1 Consent of Hunton &
Williams
(included in the
opinion filed as
Exhibit
5 to the
Registration
Statement).
23.2 Consent of
Coopers &
Lybrand.
24 Power of Attorney
(included on
signature page).
Exhibit 5
April 21, 1998
The Board of Directors
Chesapeake Corporation
1021 East Cary Street
James Center II - 22nd Floor
Richmond, VA 23218
Chesapeake Corporation
Registration Statement on Form S-8
Lady and Gentlemen:
We have acted as counsel to Chesapeake Corporation, a
Virginia corporation (the "Company"), in connection with the
filing of a registration statement on Form S-8 under the
Securities Act of 1933, as amended, with respect to 400,000
shares of the Company's Common Stock, par value $1.00 per share
(the "Shares"), to be offered pursuant to the Company's
Directors' Stock Option and Deferred Compensation Plan (the
"Plan"). Each Share will be accompanied by one Preferred Share
Purchase Right (the "Rights") issued pursuant to the Rights
Agreement, dated as of March 15, 1998, between the Company and
Harris Trust and Savings Bank, as rights agent (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. In
connection with the filing of such registration statement, 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 and the applicable
Agreements (as defined in 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
00329/03859
Exhibit 23.2
Consent of Coopers & Lybrand L.L.P.
We consent to the incorporation by reference in the
registration statement on Form S-8 for the Chesapeake
Corporation Directors' Stock Option and Deferred Compensation
Plan of our report dated January 22, 1998, except for the
fifth paragraph of Note 8, as to which the date is
February 10, 1998, on our audits of the consolidated
financial statements of Chesapeake Corporation and subsidiaries
as of December 31, 1997 and 1996, and for each of the three
years in the period ended December 31, 1997, which report is
incorporated by reference in the Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Richmond, Virginia
April 21, 1998
