<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
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COURIER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2502514
(State or other Jurisdiction of (I.R.S. Employer
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
1993 AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full Title of the Plan)
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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)
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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>
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Per Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $1 per share 100,000 shares $19.8125(2) $1,981,250 $551.00
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</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Registrant's 1993 Amended and Restated Stock Incentive Plan 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.
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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.
33-76816, relating to the 1993 Amended and Restated Stock Incentive
Plan; 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
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<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
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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 1993 Amended and Restated Stock Incentive Plan 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.
SIGNATURE TITLE DATE
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/s/ James F. Conway III Chairman, President, and Chief March 18, 1999
- ---------------------------- Executive Officer
James F. Conway III
/s/ Robert P. Story, JR. Senior Vice President, Chief March 18, 1999
- ---------------------------- Financial Officer and Director
Robert P. Story, Jr.
/s/ Peter M. Folger Vice President and Controller March 18, 1999
- ----------------------------
Peter M. Folger
/s/ Edward J. Hoff Director March 18, 1999
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Edward J. Hoff
/s/ Arnold S. Lerner Director March 18, 1999
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Arnold S. Lerner
2
<PAGE>
/s/ George Q. Nichols Director March 18, 1999
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George Q. Nichols
Director March 18, 1999
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Charles E. Otto
/s/ W. Nicholas Thorndike Director March 18, 1999
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W. Nicholas Thorndike
/s/ Kathleen Foley Curley Director March 18, 1999
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Kathleen Foley Curley
/s/ Richard K. Donahue Director March 18, 1999
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Richard K. Donahue
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
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<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 1993 AMENDED AND RESTATED STOCK INCENTIVE PLAN
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 1993 Amended and Restated Stock Incentive Plan (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
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GOODWIN, PROCTER & HOAR LLP
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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
