<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CULBRO CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-0762310
(State of other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
387 PARK AVENUE
SOUTH
NEW YORK, NEW YORK 10016-8899
(Address of (Zip Code)
principal
executive offices)
CULBRO CORPORATION 1991 STOCK PLAN, CULBRO CORPORATION 1992 STOCK PLAN, CULBRO
CORPORATION 1992 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, CULBRO
CORPORATION 1996 STOCK PLAN, CULBRO CORPORATION 1996 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS, AND EMPLOYMENT AGREEMENT
(Full title of the Plan)
A. ROSS WOLLEN, ESQ.
GENERAL COUNSEL
CULBRO CORPORATION
387 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10016-8899
(212) 561-8700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
FREDERICK M. DANZIGER, ESQ.
<PAGE>
LATHAM & WATKINS
885 THIRD AVENUE, SUITE 1000
NEW YORK, NEW YORK 10022
(212) 906-1200
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered: Common Stock, $1 par
value
Amount of Shares to be Registered(1): 52,803; 205,200; 42,000;
500,000; 25,000; 125,000
Proposed Maximum Offering
Price Per Share (2): (2); (2); (2); $62.88; $62.88; $4.00
Proposed Maximum Aggregate
Offering Price (2): $39,359,669
Amount of Registration Fee $13,572.30
(1) The Culbro Corporation 1991 Stock Plan (the "1991 Stock Plan"), the Culbro
Corporation 1992 Stock Plan (the "1992 Stock Plan"), the Culbro Corporation
1992 Stock Option Plan for Non-employee Directors (the "1992 Directors
Plan"), the Culbro Corporation 1996 Stock Plan (the "1996 Stock Plan"), the
Culbro Corporation 1996 Stock Option Plan for Non-employee Directors (the
"1996 Directors Plan") and the Employment Agreement, dated as of April 8,
1994, between the Registrant and Jay M. Green (the "Agreement" and,
together with the 1991 Stock Plan, the 1992 Stock Plan, the 1992 Directors
Plan, the 1996 Stock Plan and the 1996 Directors Plan, the "Plans")
authorize the issuance in the aggregate of a maximum of 210,000, 300,000,
45,000, 500,000, 25,000 and 125,000 shares of Common Stock, respectively.
Of such shares, 52,803, 205,200, 42,000, 500,000, 25,000 and 125,000,
respectively, are being registered hereunder.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon (a) for
the 52,803, the exercise price per share of $14.00 and $18.00 of 33,858 and
18,945 outstanding options, respectively, under the 1991 Stock Plan; (b)
for the 205,200, the exercise price per share of $16.75, $17.00, $15.50,
$12.25, $46.75, $51.43 and $59.38 of 30,900, 9,900, 74,000, 56,000, 18,000,
1,200 and 15,200 outstanding options, respectively, under the 1992 Stock
Plan; (c) for the 42,000, the exercise price per share of $16.69, $14.38
and $19.50 of 14,000, 14,000 and 14,000 outstanding options, respectively,
2
<PAGE>
under the 1992 Directors Plan; (d) for the 500,000 and 25,000
shares of Common Stock to be issued under the 1996 Stock Option Plan and the
1996 Directors Plan, respectively, $62.88, the average of the high and low
prices for the Company's Common Stock reported on the composite tape for the New
York Stock Exchange on April 12, 1996, and (e) for the remaining 125,000 shares,
the exercise price per share ($4.00) of outstanding options under the Agreement.
PART I
Item 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
Item 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
by Culbro Corporation, a New York corporation (the "Company"), are incorporated
as of their respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year ended
December 2, 1995.
B. All other reports filed by the Company pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 2, 1995.
All documents filed by the Company 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 have been sold or which deregisters
all securities then remaining unsold are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration
3
<PAGE>
Statement to the extent that a statement contained herein or in any other
subsequently filed document which is also or is deemed to be incorporated by
reference herein 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
The Company's Restated Articles of Incorporation, as amended, authorize the
issuance of 11,000,000 shares of capital stock, comprised of 10,000,000 shares
of common stock, par value $1 per share (the "Common Stock"), and 1,000,000
shares of preferred stock, par value $1 per share (the "Preferred Stock"). On
March 31, 1996, 4,475,104 shares of Common Stock were issued and outstanding
(excluding 118,185 shares of treasury stock). No Preferred Stock has been
reserved for issuance or issued.
The holders of Common Stock are entitled to one vote per share on all
matters to be voted on by the shareholders. Subject to preferences that may be
applicable to outstanding shares of Preferred Stock, the holders of Common Stock
are entitled to receive ratably such dividends as may be declared from time to
time by the Board of Directors out of funds legally available therefor. In the
event of the liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to share ratably in all assets remaining after
payment of liabilities, subject to prior liquidation rights of Preferred Stock
then outstanding. The Common Stock has no preemptive, conversion or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are
fully paid and non-assessable.
The Board of Directors have the authority to issue Preferred Stock and to
fix the rights, preferences, privileges and restrictions granted to or imposed
upon any wholly unissued shares of Preferred Stock, without any further vote or
action by the shareholders. The Board of Directors, without shareholder
approval, can issue Preferred Stock with voting and conversion rights which
could adversely affect the voting power of the holders of Common Stock. The
issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company. The Company does not presently
intend to issue Preferred Stock.
The Transfer Agent and Registrar for the Common Stock is Chemical Mellon
Shareholder Services, LLC. The Common Stock is listed on the New York Stock
Exchange under the symbol "CUC."
4
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
A. Ross Wollen is the Senior Vice President, General Counsel and Secretary
of the Company, holds options to purchase 50,503 shares of the Common Stock and
owns 13,165 shares of the Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 722 of the Business Corporation Law of New York permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations.
Section 1 of Article VI of the Bylaws of the Company provides that "each
person who is or was made a party to, or is threatened to be made a party to, or
is otherwise involved in, any action, suit or proceeding, whether civil or
criminal, whether involving any actual or alleged breach of duty, neglect or
error, any accountability, or any actual or alleged misstatement, misleading
statement or other act or omission and whether brought or threatened to be
brought in any court or administrative or legislative body or agency, including
an action, suit or proceeding by or in the right of the Corporation or any of
its subsidiaries, in each case to procure a judgment in its favor, and an action
by or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise which such person is serving or has served in any capacity at
the request of the Corporation or any of its subsidiaries (hereinafter, a
"proceeding"), by reason of the fact that he or a person of whom he is the legal
representative, is or was a Director or officer of the Corporation or, to the
extent permitted by law, any of its subsidiaries, or is or was serving at the
request of the Corporation, or, to the extent permitted by law, any of its
subsidiaries, as a director, officer, employee, fiduciary or agent of, any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, shall be indemnified
and held harmless by the Corporation against all expense, liability and loss
(including, but not limited to, attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be a Director or
officer of the Corporation or any of its subsidiaries and shall inure to the
benefit of his heirs, executors and administrators; provided, however, that no
indemnification may be made to or on behalf of any such person, or shall inure
to the benefit of his heirs, executors and
5
<PAGE>
administrators, if a judgment or other final adjudication adverse to such
person establishes that his acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the proceeding so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled; and provided, further, however,
that if (x) the New York Business Corporation Law is hereafter amended or
interpreted, or (y) any other law, statute, treaty, rule, code, regulation,
order or decree of any Federal, state or other governmental authority, agency,
board, body, instrumentality or court (hereinafter, an "Applicable Law") is
hereafter applied, interpreted or construed by any court, arbitrator or other
judicial or quasijudicial tribunal, in either case so as to provide to such
persons broader indemnification rights than would otherwise be permitted by this
Article, then the indemnification rights of such persons and the obligations of
the Corporation under this Article shall, without further action of the
shareholders of the Corporation, be broadened to the fullest extent permitted by
the New York Business Corporation Law, as so amended or interpreted, or such
other Applicable Law, as so applied, interpreted or construed." The Bylaws
further provide that "the right to indemnification conferred in this Article
shall include the right to be paid by the Corporation the expenses incurred in
defending any proceeding in advance of its final disposition; provided, however,
that the payment of such expenses shall be made only upon delivery to the
Corporation of (x) the written statement required by...this Article and (y) an
undertaking, by or on behalf of the person entitled to such an advance by
operation of this Article or otherwise, to repay all amounts so advanced if it
shall ultimately be determined that such person is not entitled to be
indemnified under this Article or otherwise."
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS (Enumeration corresponds to Exhibit Table, Item 601,
Regulation S-K. Items not enumerated are not applicable).
4(a) Articles of Incorporation, as amended to date (Incorporated by
reference to Exhibits to Form 10-K of the Company filed for the fiscal
year 1984 -- (Exhibit 3(A)) and to the definitive proxy statement of
Registrant, dated April 11, 1988, for its Annual Meeting of
Shareholders held on May 12, 1988).
4(b) Bylaws, as amended to date (Incorporated by reference to Exhibits to
Form 10-K of the Company filed for the fiscal year
6
<PAGE>
1984 -- (Exhibit 3(B)) and to the definitive proxy statement of
Registrant, dated April 11, 1988, for its Annual Meeting of
Shareholders held on May 12, 1988).
4(c) Culbro Corporation 1991 Stock Plan (Incorporated herein by reference
to the definitive proxy statement of Registrant, dated April 9, 1991,
for its Annual Meeting of Shareholders held May 9, 1991).
4(d) Culbro Corporation 1992 Stock Plan (Incorporated herein by reference
to the definitive proxy statement of Registrant, dated March 3, 1993,
for its Annual Meeting of Shareholders held April 8, 1993).
4(e) Culbro Corporation 1992 Stock Option Plan for Non-employee Directors
(Incorporated herein by reference to the definitive proxy statement of
Registrant, dated March 3, 1993, for its Annual Meeting of
Shareholders held April 8, 1993).
4(f) Culbro Corporation 1996 Stock Plan (Incorporated herein by reference
to the definitive proxy statement of Registrant, dated March 15, 1996,
for its Annual Meeting of Shareholders held April 11, 1996).
4(g) Culbro Corporation 1996 Stock Option Plan for Non-employee Directors
(Incorporated herein by reference to the definitive proxy statement of
Registrant, dated March 15, 1996, for its Annual Meeting of
Shareholders held April 11, 1996).
4(h) Employment Agreement, dated as of April 8, 1994, between the
Registrant and Jay M. Green (Incorporated herein by reference to the
definitive proxy statement of Registrant, dated March 14, 1994, for
its Annual Meeting of Shareholders held April 7, 1994).
5(a) Opinion of Counsel as to the legality of the Common Stock being
registered.
23(a) Consent of Independent Accountants.
23(b) Consent of Counsel. (Included in Exhibit 5(a)).
24(a) Power of Attorney. (Included on signature page).
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that
is incorporated by reference in the
7
<PAGE>
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim
financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial
information.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended
(the "Securities Act"), each filing of the Registrant's Annual Report
pursuant to section 13(a) or 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
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on April 19, 1996.
CULBRO CORPORATION
By: /s/ A. ROSS WOLLEN
A. Ross Wollen
Senior Vice President, General
Counsel and Secretary
8
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE SIGNED
/s/ Bruce A. Barnet
------------------------- Director April 19, 1996
Bruce A. Barnet
/s/ John L. Bernbach
---------------------- Director April 19, 1996
John L. Bernbach
/s/ Edgar M. Cullman
----------------------- Chairman of the April 19, 1996
Edgar M. Cullman Board of Directors
/s/ Edgar M. Cullman, Jr.
------------------------- President and April 19, 1996
Edgar M. Cullman, Jr. Director
/s/ Frederick M. Danziger
-------------------------- Director April 19, 1996
Frederick M. Danziger
/s/ John L. Ernst
----------------------- Director April 19, 1996
John L. Ernst
/s/ Thomas C. Israel
----------------------- Director April 19, 1996
Thomas C. Israel
/s/ Dan W. Lufkin
-------------------- Director April 19, 1996
Dan W. Lufkin
/s/ Graham V. Sherren
--------------------- Director April 19, 1996
Graham V. Sherren
/s/ Francis T. Vincent, Jr.
---------------------------- Director April 19, 1996
Francis T. Vincent, Jr.
<PAGE>
EXHIBIT 5(A)
April 19, 1996
Culbro Corporation
387 Park Avenue South
New York, New York 10016-8899
Re: Culbro Corporation
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
As Senior Vice President, General Counsel and Secretary of Culbro
Corporation (the "Company"), I am familiar with the Registration Statement,
together with exhibits thereto, to be filed by the Company in connection with
the registration of (i) 52,803 shares of Common Stock, $1 par value (the "Common
Stock"), to be offered and sold to participants in the Company's 1991 Stock Plan
(the "1991 Stock Plan"), (ii) 205,200 shares of Common Stock to be offered and
sold to participants in the Company's 1992 Stock Plan (the "1992 Stock Plan"),
(iii) 42,000 shares of Common Stock to be offered and sold to participants in
the Company's 1992 Stock Option Plan for Non-employee Directors (the "1992
Directors Plan"), (iv) 500,000 shares of Common Stock to be offered and sold to
participants in the Company's 1996 Stock Plan (the "1996 Stock Plan"), (v)
25,000 shares of Common Stock to be offered and sold to participants in the
Company's 1996 Stock Option Plan for Non-employee Directors (the "1996 Directors
Plan"), and (vi) 125,000 shares of Common Stock to be offered and sold to Jay M.
Green pursuant to the Employment Agreement, dated as of April 8, 1994, between
the Registrant and Jay M. Green (the "Agreement" and, together with the 1991
Stock Plan, the 1992 Stock Plan, the 1992 Directors Plan, the 1996 Stock Plan
and the 1996 Directors Plan, the "Plans"). I am familiar with the proceedings
undertaken by the Company in connection with the Plans and the authorization of
the respective issuances of Common Stock thereunder, and have examined such
documents and such questions of law and fact as I have deemed necessary in order
to express the opinions contained herein.
Based on the foregoing, it is my opinion that, as of the date hereof, the
950,003 shares of Common Stock that may be issued by the Company pursuant to the
Plans, when and if so issued in accordance with the respective terms of the
Plans, will be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
<PAGE>
Very truly yours,
/s/ A. Ross Wollen ESQ
A. ROSS WOLLEN, ESQ.
<PAGE>
Exhibit 23a
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of Culbro Corporation of our report dated February 2, 1996
appearing in the 1995 Annual Report to the Shareholders which is incorporated in
its Annual Report on Form 10-K for the year ended December 2, 1995. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page E-3 of such Annual Report on
Form 10-K.
PRICE WATERHOUSE LLP
New York, New York
April 19, 1996
