As filed with the Securities and Exchange Commission is December 20, 1999.
Registration No. 333-________
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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
NON-EMPLOYEE DIRECTORS' STOCK
OPTION COMPENSATION PLAN
(Full Title of the Plans)
TODD W. BUCHARDT
GENERAL COUNSEL AND SECRETARY
5215 OLD ORCHARD ROAD
SKOKIE, ILLINOIS
(Name and Address of Agent For Service)
(847) 470-7100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
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Common Stock, $.001 100,000 Shares $29.90625 $2,990,625.00 $790.00
par share value
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1 An indeterminate number of additional shares may be issued if the
anti-dilution adjustment provisions of the plans become operative.
2 Estimated solely for the purpose of calculating the registration fee in
accordance with rule 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 Stock as
reported on the New York Stock Exchange on December 17, 1999.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into
this registration statement:
I. The Annual Report of Bell & Howell Company (the "Company")
on Form 10-K for the year ended January 2, 1999, 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 Quarterly Report of the Company on Form 10-Q for the
first quarter of Fiscal 1999 heretofore filed by the Company with the Commission
pursuant to the 1934 Act.
(3) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the 1934 Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the 1934 Act in each year during which the offering made by this
registration statement is in effect prior to the filing with the Commission of
the registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this registration
statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
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.
Item 4. Description of Securities.
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The securities to be offered are registered under Section
12(b) of the 1934 Act.
Item 5. Interest of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Certain provisions of the General Corporation Law of the State
of Delaware provide that the Company may indemnify the directors and officers of
the Company and affiliated companies against liabilities and expenses incurred
by reason of the fact that such persons were serving in such capacities, subject
to certain limitations and conditions set forth in the statute. The Amended and
Restated Certificate of Incorporation of the Company provides that the Company
shall indemnify its directors and officers to the fullest extent permitted by
Delaware law.
The Company maintains directors and officers liability
insurance covering all directors and officers of the Company against claims
arising out of the performance of their duties.
<PAGE>
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Reference is made to the Exhibit Index.
Item 9. Undertakings.
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The registrant hereby undertakes:
(1) 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "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) That, for the purposes of determining any liability under
the Act, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and where applicable each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant 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 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 Act and will be governed by the final adjudication of
such issue.
<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
17th day of December, 1999.
BELL & HOWELL COMPANY
By: /s/ James P. Roemer
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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 17th day of December, 1999.
Signature Title
/s/ James P. Roemer Chairman of the Board, President, Chief
James P. Roemer Executive Officer and Director
/s/ Nils A. Johansson Executive Vice President, Chief Financial
Nils A. Johansson Officer and Director
/s/ Stuart T. Lieberman Vice President, Controller and Chief
Stuart T. Lieberman Accounting Officer
/s/ David Bonderman Director
David Bonderman
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/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
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EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by Registrant with the Securities and Exchange Commission, as
indicated. All other documents listed are filed with this Registration
Statement.
Exhibit Number Description
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5 Opinion (including consent) of Todd W. Buchardt.
23.1 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on signature page).
December 20, 1999
Bell & Howell Company
5215 Old Orchard Road
Skokie, Illinois 60077-1076
Re: Bell & Howell Non-Employee Directors' Stock Option Compensation Plan
100,000 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, of 100,000 shares of the Company's common stock, $.001 par value per
share (the "Common Stock"), which may be issued pursuant to the Bell & Howell
Non-Employee Directors' Stock Option Compensation Plan (the "Plan").
I have examined or considered:
1. A copy of the Certificate of 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 Plan.
5. A copy of the Plan.
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December 20, 1999
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,
/s/ Todd W. Buchardt
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in this registration statement on Form
S-8 of Bell & Howell Company of our report dated February 16, 1999, relating to
the consolidated balance sheets of Bell & Howell Company and subsidiarieis as of
the end of fiscal years 1998 and 1997, and the related consolidated statements
of operations, shareholders' equity, and cash flows for the fiscal years 1998,
1997 and 1996, which report appears in the fiscal 1998 annual report on Form
10-K of Bell & Howell Company.
/s/ KPMG LLP
Chicago, Illnois
December 15, 1999
