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As filed with the Securities and Exchange Commission
on April 21, 1998
Registration No. 333-____
===============================================================================
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 ----------
Executive Office) (Zip Code)
CLARCOR Inc.
1994 Incentive Plan
------------------------
(Full title of the plan)
Marcia S. Blaylock
Secretary
CLARCOR Inc.
2323 Sixth Street
P.O. Box 7007
Rockford, Illinois 61125
---------------------------------------
(Name-and address of agent for service)
(815) 961-5685
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
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=============================================================================================================
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Securities to be Amount to be offering price per aggregate offering Amount of
registered registered share price registration fee
- -------------------------------------------------------------------------------------------------------------
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Common Stock 2,000,000 $22.313(1) $44,626,000(1) $13,165(1)
- -------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights 2,000,000 (2) (2) (2)
=============================================================================================================
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(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 April 17, 1998, which was $22.313, as adjusted for a 3 for
2 stock split in the form of a stock dividend payable on April 24, 1998.
(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.
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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 29, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998;
(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, filed April 3, 1996, File No. 1-11024, 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 Restated
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 liability of directors for monetary damages
to the Company and
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its stockholders and permits the Company to insure its directors, officers,
employees and agents against certain liabilities as to which they may not be
indemnified under the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
4(a)(1) 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 Shareholders held on March 31, 1994.
4(a)(2) First Amendment to the CLARCOR Inc. 1994 Incentive Plan.
Incorporated by reference to Exhibit A to the Company's Proxy
Statement dated February 18, 1998 for the Annual Meeting of
Shareholders held March 24, 1998.
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 30, 1995.
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Exhibit No. Description
- ----------- -----------
4(g) Stockholders Rights Agreement dated as of March 28, 1996 between
the Company and First Chicago Trust Company of New York.
Incorporated by reference to Exhibit 4 to the Company's Current
Report on Form 8-K filed April 3, 1996.
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 posteffective 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
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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.
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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 April 20, 1998.
CLARCOR Inc.
By /s/Lawrence E. Gloyd
-------------------------
Lawrence E. Gloyd
Chairman of the Board and
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 April 20, 1998.
Signature Position
--------- --------
/s/ Lawrence E. Gloyd Chairman of the Board, Chief
- ------------------------- Executive Officer and Director
Lawrence E. Gloyd
/s/ Bruce A. Klein Vice President Finance & Chief
- ------------------------- Financial Officer
Bruce A. Klein
/s/ Marcia S. Blaylock Vice President, Controller,
- ------------------------- Secretary & Chief Accounting
Marcia S. Blaylock Officer
/s/ J. Marc Adam Director
- -------------------------
J. Marc Adam
/s/ Milton R. Brown Director
- -------------------------
Milton R. Brown
/s/ Carl J. Dargene Director
- -------------------------
Carl J. Dargene
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/s/ Dudley J. Godfrey, Jr. Director
- -------------------------
Dudley J. Godfrey, Jr.
/s/ Norman E. Johnson Director
- -------------------------
Norman E. Johnson
/s/ Stanton K. Smith, Jr. Director
- -------------------------
Stanton K. Smith, Jr.
/s/ Don A. Wolf Director
- -------------------------
Don A. Wolf
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EXHIBIT INDEX
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Sequential
Exhibit No. Description Page No.
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4(a)(1) 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
Shareholders held on March 31,
1994.
4(a)(2) First Amendment to the CLARCOR
Inc. 1994 Incentive Plan.
Incorporated by reference to
Exhibit A to the Company's Proxy
Statement dated February 18, 1998
for the Annual Meeting of
Shareholders held March 24, 1998.
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.
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Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
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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 30,
1995.
4(g) Stockholders Rights Agreement
dated as of March 28, 1996 between
the Company and First Chicago
Trust Company of New York.
Incorporated by reference to
Exhibit 4 to the Company's Current
Report on Form 8-K filed April 3,
1996.
5* Opinion of Sidley & Austin. 10
23(a)* Consent of Independent Accountants. 12
23(b) Consent of Sidley & Austin is
included in its opinion filed as
Exhibit 5 hereto.
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_____________________
* Filed herewith.
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Exhibit 5
April 20, 1998
CLARCOR Inc.
2323 Sixth Street
P.O. Box 7007
Rockford, Illinois 61125
Re: 2,000,000 Shares of Common Stock, $1.00 par value
and 2,000,000 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
2,000,000 shares of Common Stock, $1.00 par value, of the Company (the "Common
Stock"), together with 2,000,000 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 Stockholders Rights
Agreement dated as of March 28, 1996 (the "Rights Agreement"), between the
Company and First Chicago Trust Company of New York, as Rights Agent.
We are familiar with the proceedings to date with respect to the proposed
issuance of the Common Stock and the 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 Common Stock will be legally issued, fully paid and
non-assessable when (i) the Registration Statement shall have become effective
under the Securities Act; (ii) the
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CLARCOR Inc.
April 20, 1998
Page 2
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 Rights will be legally issued when (i) the Rights have been duly
issued in accordance with the terms of the Rights Agreement and (ii) the
associated shares of 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,
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Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated January 9, 1998, on our audits
of the consolidated financial statements and financial statement schedule
of CLARCOR Inc. and Subsidiaries as of November 30, 1997 and 1996 and for
the years ended November 30, 1997, 1996 and 1995, which report is
incorporated by reference in the Annual Report on Form 10-K.
Coopers & Lybrand L.L.P.
Chicago, Illinois
April 20, 1998
