<PAGE>
As filed with the Securities and Exchange Commission
on May 24, 1994
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CLARCOR Inc.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-0922490
- -------------------- -----------------------
(State or other juris- (IRS Employer
diction of incorporation Identification No.)
or organization)
2323 Sixth Street
P.O. Box 7007
Rockford, Illinois 61125
- --------------------- -----------
(Address of Principal (Zip Code)
Executive Office)
CLARCOR Inc.
1994 Incentive Plan
------------------------
(Full title of the plan)
Marshall C. Arne
Secretary
CLARCOR Inc.
2323 Sixth Street
P.O. Box 7007
Rockford, Illinois 61125
---------------------------------------
(Name-and address of agent for service)
(815) 961-5728
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum
Securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per share price registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 $17.816(1) $26,724,000(1) $9,215.18(1)
- ------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights 666,000 (2) (2) (2)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the amount of the registration fee based
upon the exercise price for outstanding stock options and with respect to
other shares, upon the average of the high and low sales prices reported
for shares of the Common Stock in the New York Stock Exchange Composite
Transactions on May 19, 1994, which was $17.813.
(2) The Company's Preferred Stock Purchase Rights initially are carried and
traded with the shares of Common Stock of the Company being registered
hereunder. Value attributable to such Preferred Stock Purchase Rights, if
any, is reflected in the market price of the Common Stock.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by CLARCOR Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein and made a part hereof:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended November 27, 1993;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
February 26, 1994;
(c) the description of the Company's Common Stock which is contained
in a registration statement filed under the Securities Exchange Act of 1934,
including any subsequent amendment or any report or other filing filed with the
Commission updating such description; and
(d) the description of the Company's Preferred Stock Purchase Rights
(the "Rights") set forth in Item 1 of the Company's Registration Statement on
Form 8-A, dated April 24, 1986, as amended by the Company's Form 8, Amendment
No. 1, dated June 30, 1989, File No. 0-3801, including any subsequent amendment
or any report or other filing filed with the Commission updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law contains
provisions permitting corporations organized thereunder to indemnify directors,
officers, employees and agents from liability under certain circumstances. The
Certificate of Incorporation of the Company, as amended, provides
indemnification for directors, officers, employees and agents to the extent
permitted by the Delaware General Corporation Law, eliminates to the extent
permitted by the law the personal
II-1
<PAGE>
liability of directors for monetary damages to the Company and its stockholders
and permits the Company to insure its directors, officers, employees and agents
against certain liabilities as to which they may not be indemnify under the
Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
4(a) CLARCOR Inc. 1994 Incentive Plan. Incorporated by reference
to Exhibit A to the Company's Proxy Statement dated February
24, 1994 for the Annual Meeting of Stockholders held on
March 31, 1994.
4(b) The Company's Restated Certificate of Incorporation.
Incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
November 30, 1983.
4(c) Amendment to ARTICLE NINTH of Restated Certificate of
Incorporation. Incorporated by reference to Exhibit 3.1(a)
to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1988 (the "1988 10-K").
4(d) Amendment changing name of the Company to CLARCOR Inc.
Incorporated by reference to Exhibit 3.1(b) to the 1988 10-
K.
4(e) Amendment to ARTICLE FOURTH of the Restated Certificate of
Incorporation. Incorporated by reference to Exhibit 3.1(c)
to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1990.
4(f) The Company's By-laws, as amended. Incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended November 27, 1993.
II-2
<PAGE>
Exhibit No. Description
- ----------- -----------
4(g) Rights Agreement dated as of April 14, 1986 between the
Company and The First National Bank of Chicago.
Incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated April 20, 1986.
4(h) Amendment to Rights Agreement dated as of June 27, 1989.
Incorporated by reference to Exhibit 4 to the Company's
Current Report on Form 8-K filed on August 14, 1989.
5* Opinion of Sidley & Austin.
23(a)* Consent of Independent Accountants.
23(b) Consent of Sidley & Austin is included in its opinion filed
as Exhibit 5 hereto.
____________________
* Filed herewith.
ITEM 9. UNDERTAKINGS
1. The Company hereby undertakes: (i) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; (ii)
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; and (iii) 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.
2. The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE>
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Rockford, State of Illinois, on May 24, 1994.
CLARCOR Inc.
By Lawrence E. Gloyd
---------------------------
Lawrence E. Gloyd
Chairman, President & Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 24, 1994.
Signature Position
--------- --------
Lawrence E. Gloyd Chairman, President & Chief
- ------------------------------ Executive Officer and Director
Lawrence E. Gloyd
L. Paul Harnois Senior Vice President & Chief
- ------------------------------ Financial Officer
L. Paul Harnois
William F. Knese Vice President, Treasurer,
- ------------------------------ Controller & Chief Accounting Officer
William F. Knese
J. Marc Adam Director
- ------------------------------
J. Marc Adam
Milton R. Brown Director
- ------------------------------
Milton R. Brown
Carl J. Dargene Director
- ------------------------------
Carl J. Dargene
Frank A. Fiorenza Director
- ------------------------------
Frank A. Fiorenza
II-5
<PAGE>
Dudley J. Godfrey, Jr. Director
- ------------------------------
Dudley J. Godfrey, Jr.
Stanton K. Smith, Jr. Director
- ------------------------------
Stanton K. Smith, Jr.
Richard A. Snell Director
- ------------------------------
Richard A. Snell
Don A. Wolf Director
- ------------------------------
Don A. Wolf
II-6
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
4(a) CLARCOR Inc. 1994 Incentive Plan. Incorporated by
reference to Exhibit A to the Company's Proxy
Statement dated February 24, 1994 for the Annual
Meeting of Stockholders held on March 31, 1994.
4(b) The Company's Restated Certificate of
Incorporation. Incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1983.
4(c) Amendment to ARTICLE NINTH of Restated Certificate
of Incorporation. Incorporated by reference to
Exhibit 3.1(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended November 30,
1988 (the "1988 10-K").
4(d) Amendment changing name of the Company to CLARCOR
Inc. Incorporated by reference to Exhibit 3.1(b)
to the 1988 10-K.
4(e) Amendment to ARTICLE FOURTH of the Restated
Certificate of Incorporation. Incorporated by
reference to Exhibit 3.1(c) to the Company's
Annual Report on Form 10-K for the fiscal year
ended November 30, 1990.
4(f) The Company's By-laws, as amended. Incorporated
by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year
ended November 27, 1993.
<PAGE>
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
4(g) Rights Agreement dated as of April 14, 1986
between the Company and The First National Bank of
Chicago. Incorporated by reference to Exhibit 1
to the Company's Current Report on Form 8-K dated
April 20, 1986.
4(h) Amendment to Rights Agreement dated as of June 27,
1989. Incorporated by reference to Exhibit 4 to
the Company's Current Report on Form 8-K filed on
August 14, 1989.
5* Opinion of Sidley & Austin.
23(a)* Consent of Independent Accountants.
23(b) Consent of Sidley & Austin is included in its
opinion filed as Exhibit 5 hereto.
______________________
* Filed herewith.
<PAGE>
Exhibit 5
SIDLEY & AUSTIN
One First National Plaza
Chicago, Illinois 60603
May 24, 1994
CLARCOR Inc.
2323 Sixth Street
P.O. Box 7007
Rockford, Illinois 61125
Re: 1,500,000 Shares of Common Stock, $1.00 par value
and 666,000 Preferred Stock Purchase Rights
-------------------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by CLARCOR Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of 1,500,000 shares
of Common Stock, $1.00 par value, of the Company (the "Common Stock"), together
with 666,000 Preferred Stock Purchase Rights of the Company (the "Rights")
associated therewith (collectively, the "Registered Securities"), to be issued
under the CLARCOR Inc. 1994 Incentive Plan (the "Plan"). The terms of the
Rights are set forth in the Rights Agreement dated as of April 14, 1986, as
amended on June 27, 1989 (the "Rights Agreement"), between the Company and The
First National Bank of Chicago, as Rights Agent. The Registered Securities
include up to 1,000,000 newly issued shares of Common Stock (the "New Common
Stock") and 444,000 newly issued Rights (the "New Rights").
We are familiar with the proceedings to date with respect to the
proposed issuance of the New Common Stock and the New Rights under the Plan and
have examined such records, documents and questions of law, and satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. Shares of the New Common Stock will be legally issued, fully paid
and non-assessable when (i) the Registration Statement shall have become
effective under the Securities Act;
<PAGE>
CLARCOR Inc.
May 24, 1994
Page 2
(ii) the Company's Board of Directors or a duly authorized committee thereof
shall have duly adopted final resolutions authorizing the issuance and sale of
such shares as contemplated by the Plan and (iii) certificates representing such
shares shall have been duly executed, countersigned and registered and duly
delivered upon payment of the agreed consideration therefor in accordance with
the terms of the Plan.
3. The New Rights will be legally issued when (i) the New Rights have
been duly issued in accordance with the terms of the Rights Agreement and (ii)
the associated shares of New Common Stock have been duly issued and paid for as
set forth in paragraph 2.
This opinion is limited to the General Corporation Law of the State of
Delaware and the laws of the United States of America.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement or related prospectus. In giving such
consent, we do not thereby admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act or the related
Rules promulgated by the Securities and Exchange Commission.
Very truly yours,
Sidley & Austin
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of our
report dated January 7, 1994 included in the Annual Report on Form 10-K, which
is incorporated herein by reference, on our audits of the financial statements
and financial statement schedules of CLARCOR Inc.
COOPERS & LYBRAND
Rockford, Illinois
May 23, 1994
