<PAGE>
REGISTRATION STATEMENT CONSISTS OF 6 PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE 4.
File No. 33-_____
As filed with the Securities and Exchange Commission on March 29, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
COURIER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2502514
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
15 WELLMAN AVENUE
NORTH CHELMSFORD, MA 01863
(Address of Principal Executive Offices)
(978) 251-6000
(Registrant's Telephone Number)
COURIER CORPORATION
1989 DEFERRED INCOME STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
--------------------
JAMES F. CONWAY III
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
COURIER CORPORATION
15 WELLMAN AVENUE
NORTH CHELMSFORD, MASSACHUSETTS 01863
(Name and Address of Agent for Service)
(978) 251-6000
(Telephone Number, Including Area Code, of Agent for Service)
--------------------
With Copy to:
F. Beirne Lovely, Jr., P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Offering Price Aggregate Amount of
Registered Amount to be Registered(1) Per Share Offering Price Registration Fee
- --------------------- ------------------------ ---------------------- ----------------------- ------------------------
- --------------------- ------------------------ ---------------------- ----------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1 per share 100,000 shares $19.8125(2) $1,981,250 $551.00
- --------------------- ------------------------ ---------------------- ----------------------- ------------------------
- --------------------- ------------------------ ---------------------- ----------------------- ------------------------
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Registrant's 1989 Deferred Income Stock Option Plan for Non-Employee
Directors in the event of a stock dividend, stock split, split-up,
recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) of the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purposes
of determining the aggregate offering price and the registration fee and
is based upon the average of the bid and ask prices of the Common Stock
on the National Association of Securities Dealers Automatic
Quotation/National Market System on March 25, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Courier Corporation (the "Registrant") hereby incorporates by
reference the documents listed below, which have previously been filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 26, 1998, as amended by the Registrant's Annual
Report on Form 10-K/A filed on December 28, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 26, 1998;
(c) The Registrant's Registration Statement on Form S-8, Registration
no. 33-76814, relating to the 1989 Deferred Income Stock Option
Plan for Non-Employee Directors; and
(d) The description of the Registrant's common stock contained in its
Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act").
In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder 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.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares to be offered hereby will be passed upon for
the Registrant by Goodwin, Procter & Hoar LLP, Boston, Massachusetts, counsel to
the Registrant. A professional corporation controlled by F. Beirne Lovely, Jr.,
the Clerk of the Registrant, is a partner of Goodwin, Procter & Hoar LLP, which
receives compensation from the Registrant for rendering legal services.
Item 8. EXHIBITS.
(a) The following is a complete list of exhibits filed or incorporated
by reference as part of this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP, as to the
legality of the securities being registered.
23.1 Consent of Independent Auditors, Deloitte & Touche LLP
23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1 hereto).
24.1 Powers of Attorney (included in Part II of this Registration
Statement).
</TABLE>
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 relating to the 1989 Deferred Income Stock Option Plan for
Non-Employee Directors to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of North Chelmsford, the Commonwealth of
Massachusetts, on this 18th day of March, 1999.
COURIER CORPORATION
By: /S/ JAMES F. CONWAY III
----------------------------
James F. Conway III
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints James
F. Conway III, Robert P. Story, Jr. and Peter M. Folger, and each of them, as
her or his true and lawful attorney-in-fact and agent, with full power of
substitution, for her or him and in her or his name, place and stead, in any and
all capacities to sign any or all amendments or 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 attorney-in-fact and agent 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
attorney-in-fact and agent or her or his substitute, may lawfully do or cause to
be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ JAMES F. CONWAY III Chairman, President, and Chief March 18, 1999
- ----------------------------------------
James F. Conway III Executive Officer
/S/ ROBERT P. STORY, JR. Senior Vice President, Chief March 18, 1999
- ----------------------------------------
Robert P. Story, Jr. Financial Officer and Director
/S/ PETER M. FOLGER Vice President and Controller March 18, 1999
- ----------------------------------------
Peter M. Folger
/S/ EDWARD J. HOFF Director March 18, 1999
- ----------------------------------------
Edward J. Hoff
/S/ ARNOLD S. LERNER Director March 18, 1999
- ----------------------------------------
Arnold S. Lerner
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
/S/ GEORGE Q. NICHOLS Director March 18, 1999
- ----------------------------------------
George Q. Nichols
Director March 18, 1999
- ----------------------------------------
Charles E. Otto
/S/ W. NICHOLAS THORNDIKE Director March 18, 1999
- ----------------------------------------
W. Nicholas Thorndike
/S/ KATHLEEN FOLEY CURLEY Director March 18, 1999
- ----------------------------------------
Kathleen Foley Curley
/S/ RICHARD K. DONAHUE Director March 18, 1999
- ----------------------------------------
Richard K. Donahue
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- -----------
<S> <C> <C>
5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP, as to the legality
of the securities being registered. 5
23.1 Consent of Independent Auditors, Deloitte & Touche LLP 6
23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1 hereto).
24.1 Powers of Attorney (included in Part II of this Registration Statement).
</TABLE>
4
<PAGE>
EXHIBIT 5.1
March 26, 1999
Courier Corporation
15 Wellman Avenue
North Chelmsford, Massachusetts 01863
Re: Courier Corporation
Registration on Form S-8 of Securities
UNDER THE 1989 DEFERRED INCOME STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant
to the Securities Act of 1933, as amended (the "Act"), of 100,000 shares (the
"Shares") of Common Stock, par value $1 per share (the "Common Stock"), of
Courier Corporation (the "Company") which may be issued pursuant to the
Company's 1989 Deferred Income Stock Option Plan for Non-Employee Directors (the
"Plan").
We have acted as counsel to the Company in connection with the
registration of the Shares under the Act. We have examined the Plan; the
Articles of Organization and the By-laws of the Company, each as amended to
date; such records of the corporate proceedings of the Company as we deemed
material; the Registration Statement on Form S-8 under the Act relating to the
Shares (the "Registration Statement"); and such other certificates, receipts,
records and documents as we considered necessary for the purposes of this
opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the Commonwealth of
Massachusetts, and also express no opinion with respect to the blue sky or
Securities Laws of any State.
Based upon the foregoing, we are of the opinion that upon the issuance
and delivery of the Shares in accordance with the terms of the Registration
Statement and the Plan, the Shares will be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Courier Corporation (the "Company") on Form S-8 of our report dated
November 5, 1998, appearing in the Annual Report on Form 10-K of the Company for
the year ended September 26, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 26, 1999
