<PAGE>
REGISTRATION STATEMENT CONSISTS OF 9 PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE 7.
File No. 33-_____
As filed with the Securities and Exchange Commission on February 2, 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 of (I.R.S. Employer Identification No.)
Incorporation or Organization)
15 WELLMAN AVENUE
NORTH CHELMSFORD, MA 01863
(Address of Principal Executive Offices)
(978) 251-6000
(Registrant's Telephone Number)
COURIER CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
(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
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
Title of Securities to be Proposed Maximum Proposed Maximum Amount of
Registered (1) Amount to be Registered (2) Offering Price Per Share Aggregate Offering Price Registration Fee
- ------------------------- --------------------------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1 per share 100,000 shares $23.81(3) $2,381,000 $665.00
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Plus such additional number of shares as may be required pursuant to
the Registrant's 1999 Employee Stock Purchase Plan in the event of a
stock dividend, stock split, split-up, recapitalization or other
similar event.
(3) 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 January 29, 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 in (a) and (b) 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; and
(b) 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is permitted by Massachusetts law and required by its
By-Laws to indemnify each Director, officer and employee of the Registrant or
any subsidiary of the Registrant, each former Director, officer and employee of
the Registrant or any subsidiary of the Registrant, and each person who serves
or has served at the request of the Registrant or any subsidiary of the
Registrant in any capacity with respect to any employee benefit plan, against,
and each of the foregoing persons shall be entitled without further act on his
part to indemnity from the Registrant for, any and all costs, expenses
(including attorneys' fees), judgments, fines, penalties or liabilities
(including amounts paid in settlements, other than amounts paid to the
Registrant itself) imposed upon or reasonably incurred by him in connection with
or arising out of any action, suit or other proceeding (whether civil or
criminal), and including any proceeding before any administrative or legislative
body or agency, in which he may be involved or with which he may be threatened
by reason of his being or having been such Director, officer or employee of the
Registrant or any subsidiary of the Registrant, or by reason of his serving or
having served at the request of the Registrant or any subsidiary of the
Registrant with respect to any employee benefit plan, or arising out of his
service in connection with any other corporation or organization which he serves
or has served as Director, officer or employee at the request of the Registrant
or any subsidiary of the Registrant, or serves or has served at the request of
the Registrant or any subsidiary of the Registrant in any capacity with respect
to any employee benefit plan, and in which the Registrant directly or indirectly
owns shares or of which it is a creditor, whether or not he continues to be such
Director, officer or employee or continues to serve with respect to any such
employee benefit plan at the time such action, suit or proceeding is brought or
threatened; provided, however, that no such Director, officer, employee or
person serving with respect to any employee benefit plan shall be so indemnified
with respect to any matter as to which he shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that
1
<PAGE>
his action was in the best interests of the Registrant, or to the extent that
such matter relates to service with respect to an employee benefit plan, in the
best interests of the participants or beneficiaries of such employee benefit
plan; and provided further that, in respect to any matter in which any
settlement is effective, such indemnification shall be limited to matters
covered by the settlement as to which the Registrant is advised by independent
legal counsel that such Director, officer, employee or person serving with
respect to any employee benefit plan, in the opinion of such counsel, acted in
good faith in the reasonable belief that his action was in the best interests of
the Registrant, or to the extent that such matter relates to service with
respect to an employee benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan.
The Registrant's Articles of Organization provide that no Director shall
be personally liable to the Registrant or to any of its stockholders for
monetary damages for any breach of fiduciary duty by such Director as a
Director. Notwithstanding the foregoing sentence, a Director may be liable to
the extent provided by applicable law (a) for any breach of the Director's duty
of loyalty to the Registrant or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 61 or Section 62 of the Business Corporation Law of The
Commonwealth of Massachusetts or (d) for any transaction from which the Director
received an improper personal benefit.
Item 8. EXHIBITS.
(a) The following is a complete list of exhibits filed or incorporated
by reference as part of this Registration Statement.
EXHIBIT
5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP, as to the
legality of the securities being registered.
23.1 Consent of Independent Accountants, 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).
Item 9. UNDERTAKINGS.
(a) The undersigned 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:
(i) To include any prospectus required by Section 10
(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement; and
2
<PAGE>
(iii) 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, 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; and
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the 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.
3
<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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North Chelmsford, the Commonwealth of Massachusetts,
on this 2nd day of February, 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>
Chairman, President, and Chief February 2, 1999
/s/ James F. Conway III Executive Officer
- ----------------------------------------
James F. Conway III
Senior Vice President, Chief February 2, 1999
/s/ Robert P. Story, Jr. Financial Officer and Director
- ----------------------------------------
Robert P. Story, Jr.
Vice President and Controller February 2, 1999
/s/ Peter M. Folger
- ----------------------------------------
Peter M. Folger
/s/ Edward J. Hoff Director February 2, 1999
- ----------------------------------------
Edward J. Hoff
/s/ Arnold S. Lerner Director February 2, 1999
- ----------------------------------------
Arnold S. Lerner
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ George Q. Nichols Director February 2, 1999
- ----------------------------------------
George Q. Nichols
/s/ Charles E. Otto Director February 2, 1999
- ----------------------------------------
Charles E. Otto
/s/ W. Nicholas Thorndike Director February 2, 1999
- ----------------------------------------
W. Nicholas Thorndike
Director
- ----------------------------------------
Kathleen Foley Curley
/s/ Richard K. Donahue Director February 2, 1999
- ----------------------------------------
Richard K. Donahue
</TABLE>
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Administrator of
the 1999 Employee Stock Purchase Plan (the "Plan") has duly executed this
registration statement in the city of North Chelmsford, Massachusetts on behalf
of the Plan on this 2nd day of February, 1999.
1999 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Robert P. Story, Jr.
---------------------------------
Robert P. Story, Jr.
Administrator
6
<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. 8
23.1 Consent of Independent Accountants, Deloitte & Touche LLP 9
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>
7
<PAGE>
EXHIBIT 5.1
February 2, 1999
Courier Corporation
15 Wellman Avenue
North Chelmsford, Massachusetts 01863
Re: Courier Corporation
Registration on Form S-8 of Securities
UNDER THE 1999 EMPLOYEE STOCK PURCHASE 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 1999 Employee Stock Purchase Plan (the "Plan"), and with the
registration of interests in the Plan which may be issued pursuant to 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") of our report dated
November 5, 1998 appearing in the Company's Annual Report on Form 10-K for
the year ended September 26, 1998.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 2, 1999
