As filed with the Securities and Exchange Commission on July 1, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under the
Securities Act Of 1933
BELL & HOWELL COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3580106
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
5215 Old Orchard Road
Skokie, Illinois 60077-1076
(Address of Principal Executive Offices)
BELL & HOWELL COMPANY
1995 STOCK OPTION PLAN
(Full Title of the Plan)
Gary S. Salit
Corporation Counsel and Secretary
5215 Old Orchard
Skokie, Illinois
(Name and Address of Agent For Service)
(847) 470-7100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price (F2) Fee
(F1)
<S> <C> <C> <C> <C>
____________________________________________________________________________
Common Stock, $.001 par
share value 1,500,000 Shares $25.96875 $38,953,125 $11,492
___________________________________________________________________________
<FN>
<FN1> An indeterminate number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
<FN2> Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457 (c) and (h) under the Securities Act of 1933
on the basis of the average of the high and low prices of the Common
Shares as quoted on the New York Stock Exchange on June 29, 1998.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registration Statement on Form S-8 filed by Bell &
Howell Company (the "Company") on March 20, 1998 (File No. 333-
48425) with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference.
The following documents are also incorporated by
reference:
(1) The Annual Report of the Company on Form
10-K for the fiscal year ended January 3,
1998, which has heretofore been filed by
the Company with the Securities and
Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act").
(2) The Company's Quarterly Report on Form 10-Q
for the quarter period ended April 4, 1998,
which has heretofore been filed by the
Company with the Commission pursuant to the
1934 Act.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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 in this
registration statement and to be part hereof from the date of
filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration
statement.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Chicago, State of Illinois, on the
29th day of June, 1998.
BELL & HOWELL COMPANY
By: _______________________
James P. Roemer
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James P. Roemer,
Nils A. Johansson and Stuart T. Lieberman and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a
director and/or officer of Bell & Howell Company) to sign any or
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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 this 1st day of
July 1998.
<TABLE>
<CAPTION>
Signature Title
_____________________________________ ______________________________________
<S> <C>
/s/ James P. Roemer
_____________________________________ Chairman of the Board, President and Chief
James P. Roemer Executive Officer
/s/ Nils A. Johansson
_____________________________________ Executive Vice President, Chief Financial
Nils A. Johansson Officer and Director
/s/ Stuart T. Lieberman
_____________________________________ Vice President, Finance and Chief
Stuart T. Lieberman Accounting Officer
/s/ David Bonderman
David Bonderman
</TABLE>
II-2
<PAGE>
/s/ David G. Brown
_____________________________________ Director
David G. Brown
/s/ J. Taylor Crandall
______________________________________ Director
J. Taylor Crandall
/s/ Daniel L. Doctoroff
______________________________________ Director
Daniel L. Doctoroff
/s/ William E. Oberndorf
______________________________________ Director
William E. Oberndorf
/s/ Gary L. Roubos
______________________________________ Director
Gary L. Roubos
/s/ John H. Scully
______________________________________ Director
John H. Scully
/s/ William J. White
______________________________________ Director
William J. White
II-3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- --------------
4.1 The Company's form of amendment toCertificate
of Incorporation, as amended (incorporated
herein by reference to Exhibit 3.1 to the
Company's Registration No. 33-59994).
4.2 The Company's By-Laws (incorporated herein by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 as
mended, Registration No. 33-63556).
5* Opinion (including consent) of Gary S. Salit,
Corporate Counsel.
23.1* Consent of KPMG Peat Marwick LLP.
24* Power of Attorney (included on signature
page).
*Filed herewith.
II-4
Exhibit 5
July 1, 1998
Bell & Howell Company
5215 Old Orchard Road
Skokie, Illinois 60077-1076
Re: Bell & Howell
Amendment to 1995 Stock Option Plan
1,500,000 Shares of Bell & Howell Common Stock, $.001
Par Value
Ladies and Gentlemen:
I have acted as counsel for Bell & Howell Company (the
"Company") in connection the preparation and filing of a
Registration Statement on Form S-8 (the "Registration
Statement") for the registration under the Securities Act of
1933, as amended, 1,500,000 additional shares of the Company's
common stock, $.001 par value per share (the "Common Stock"),
which may be issued pursuant to the 1995 Bell & Howell Stock
Option Plan (the "Plan").
I have examined or considered:
1. A copy of the Certificate or Incorporation, as amended,
of the Company.
2. The By-Laws of the Company.
3. Written confirmation of the Secretary of State of the
State of Delaware, as of a recent date, as to the good
standing of the Company in that State.
4. A Certificate of the Secretary of the Company relating
to resolutions duly adopted by the Board of Directors
of the Company regarding the amended Plan.
5. A copy of the amended Plan.
<PAGE>
July 1, 1998
Page 2
In addition to the examinations outlined above, I have
conferred with various officers of the company and have
ascertained or verified, to my satisfaction, such additional
facts as I deemed necessary or appropriate for the purpose of
this opinion.
Based upon the foregoing, I am of the opinion that:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of
Common Stock to be sold by the Company have been duly
taken, and the Common Stock, upon issuance pursuant to the
terms of the Plan, will be duly authorized, legally and
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion by the
Company as an Exhibit to the Registration Statement.
Very truly yours,
Gary S. Salit,
Corporate Counsel and Secretary
Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Bell & Howell Company:
We consent to the incorporation by reference in this
registration statement on Form S-8 of our report dated
February 17, 1998, relating to the consolidated balance
sheets of Bell & Howell Company and subsidiaries as of the
end of fiscal years 1996 and 1997, and the related
consolidated statements of operations, shareholders'
equity, and cash flows for the fiscal years 1995, 1996 and
1997, which report appears on Form 10-K for the fiscal year
ended January 3, 1998 of Bell & Howell Company.
KPMG Peat Marwick LLP
Chicago, Illinois
June 30, 1998
