As filed with the Securities and Exchange Commission on December 7, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
POPE & TALBOT, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-0777139
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1500 S.W. First Avenue, Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)
Harmac Pacific Inc.
Directors' and Employees' Share Option Plan
(Full title of the plan)
Michael Flannery
Chief Executive Officer
Pope & Talbot, Inc.
1500 S.W. First Avenue, Portland, Oregon 97201
(Name and address of agent for service)
(503) 228-9161
(Telephone number, including area code, of agent for service)
Copy to:
Stuart Chestler
Stoel Rives LLP
900 S.W. Fifth Avenue, Suite 2600
Portland, Oregon 97204
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Amount to be Maximum Offering Aggregate Offering Registration
Title of Securities Registered Price per Share Price (1) Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 95,441 Shares $20.478 $976,703.19 $258
- --------------
(1) All shares to be registered on this Form S-8 are issuable pursuant to
options which previously have been granted. The Proposed Maximum Aggregate
Offering Price has been calculated from the following option exercise
prices. For purposes of the calculation, an exchange rate of 0.68 has been
used to convert exercise prices from Canadian dollars into U.S. dollars.
</TABLE>
Aggregate
Number Exercise Exercise
of Shares Price Price
7,570 $ 20.478 $ 155,018.46
16,562 $ 19.400 $ 321,302.80
7,570 $ 16.705 $ 126,456.85
3,170 $ 16.669 $ 52,840.73
1,183 $ 8.119 $ 9,604.78
59,386 $ 5.245 $ 311,479.57
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Pope & Talbot, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 filed with the Commission on March 24, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999
filed with the Commission on May 12, 1999, August 6, 1999 and November
3, 1999 respectively;
(c) The description of the authorized capital stock of the Company
contained in the Company's registration statement filed under Section
12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating the description.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of 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 Statement to the extent that a statement
contained herein or in any subsequently filed document which also 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 Capital Stock
Inapplicable.
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Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
The Registrant's Restated Certificate of Incorporation provides that no
member of the Registrant's Board of Directors or Executive Committee of the
Board will be personally liable to the Registrant or any of its stockholders for
monetary damages arising from such member's breach of his fiduciary duties to
the Registrant. However, this does not apply with respect to any action in which
such person would be liable under Section 174 of Title 8 of the General
Corporation Law of Delaware, nor does it apply with respect to any liability in
which such person (i) breached his duty of loyalty to the Registrant; (ii) did
not act in good faith or, in failing to act, did not act in good faith; (iii)
acted in a manner involving intentional misconduct or a knowing violation of law
or, in failing to act, acted in a manner involving intentional misconduct or a
knowing violation of law; or (iv) derived an improper personal benefit.
Pursuant to the provisions of Section 145 of the General Corporation Law of
Delaware, every Delaware corporation has power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant or of any corporation, partnership, joint
venture, trust or other enterprise for which he is or was serving in such
capacity at the request of the Registrant, against any and all expenses,
judgments, fines and settlement amounts reasonably incurred by him in connection
with such action, suit or proceeding. The power to indemnify applies only if
such person acted in good faith and in a manner he reasonably believed to be in
the best interests, or not opposed to the best interests, of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication of negligence or misconduct unless the
court, in its discretion, feels that in the light of all the circumstances
indemnification should apply.
To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled pursuant to Section 145 to indemnification as
described above. Section 145 also empowers the corporation to advance litigation
expenses to such person upon receipt of any undertaking to repay such advances
in the event no right to indemnification is subsequently shown. A corporation
may also obtain insurance at its expense to protect anyone who might be
indemnified, or has a right to insist on indemnification, under the statute.
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The Registrant has entered into indemnification agreements with certain of
its officers and all of its current directors which provide for indemnification
to the fullest extent permitted by Delaware General Corporation Law, including
Section 145 thereof. Such agreements have been approved by the Registrant's
stockholders. The Registrant's stockholders also approved the use of similar
agreements which may be entered into from time to time with future directors
and/or future officers of the Registrant.
Item 7. Exemption from Registration Claimed
Inapplicable.
Item 8. Exhibits
Exhibit
Number Exhibit
------- -------
3.1 Certificate of Incorporation, as amended. (Incorporated herein
by reference to Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992).
3.2 Amended and Restated Bylaws.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Independent Public Accountants -- Arthur Andersen
LLP.
23.2 Consent of Stoel Rives LLP is contained in Exhibit 5.
24.1 Power of Attorney. Reference is made to page II-6 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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed
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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 Registrant's Stock Option and
Appreciation Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 above or
otherwise, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 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 the Registrant is against public policy as expressed in the
1933 Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 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
Portland, State of Oregon on this day of November 30, 1999.
POPE & TALBOT, INC.
By: MICHAEL FLANNERY
-------------------------------------
Michael Flannery, Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of POPE & TALBOT, INC., a
Delaware corporation, do hereby constitute and appoint Michael Flannery and
Maria M. Pope, and each one of them, the lawful attorneys and agents, with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, determine may be
necessary or advisable or required to enable said corporation to comply with the
1933 Act, and any rules or regulations or requirements of the Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
PETER T. POPE Chairman of the Board November 30, 1999
- -----------------------------
Peter T. Pope
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MICHAEL FLANNERY Chief Executive Officer November 30, 1999
- ----------------------------- and Director (Principal
Michael Flannery Executive Officer)
MARIA M. POPE Chief Financial Officer November 30, 1999
- ----------------------------- and Secretary (Principal
Maria M. Pope Financial Officer)
GORDON P. ANDREWS Director November 16, 1999
- -----------------------------
Gordon P. Andrews
HAMILTON W. BUDGE Director November 15, 1999
- -----------------------------
Hamilton W. Budge
CHARLES CROCKER Director November 30, 1999
- -----------------------------
Charles Crocker
LIONEL G. DODD Director November 30, 1999
- -----------------------------
Lionel G. Dodd
KENNETH G. HANNA Director November 16, 1999
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Kenneth G. Hanna
ROBERT STEVENS MILLER, JR. Director November 30, 1999
- -----------------------------
Robert Stevens Miller, Jr.
HUGO G.L. POWELL Director November 12, 1999
- -----------------------------
Hugo G.L. Powell
BROOKS WALKER, JR. Director November 30, 1999
- -----------------------------
Brooks Walker, Jr.
GERALD L. BRICKEY Financial Controller November 19, 1999
- ----------------------------- (Principal Accounting
Gerald L. Brickey Officer)
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EXHIBIT INDEX
Exhibit
Number Exhibit
------- -------
3.1 Certificate of Incorporation, as amended. (Incorporated herein
by reference to Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992).
3.2 Amended and Restated Bylaws.
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Independent Public Accountants -- Arthur Andersen
LLP.
23.2 Consent of Stoel Rives LLP is contained in Exhibit 5.
24.1 Power of Attorney. Reference is made to page II-6 of this
Registration Statement.
BYLAWS
OF
POPE & TALBOT, INC.
ARTICLE I
Stockholders
Section 1.1 Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place either within
or without the State of Delaware as may be designated by the Board of Directors
from time to time. Any other proper business may be transacted at the annual
meeting.
Section 1.2. Special Meetings. Special meetings of stockholders may be
called at any time by the Board, or by a majority of the members of the Board,
or by a committee of the Board which has been duly designated by the Board and
whose powers and authority, as provided in a resolution of the Board or in the
Bylaws, include the power to call such meetings, but such special meetings may
not be called by any other person or persons; provided, however, that if and to
the extent that any special meeting of stockholders may be called by any other
person or persons specified in any provisions of the Certificate of
Incorporation or any amendment thereto or any certificate filed under Section
151(g) of the Delaware General Corporation Law (or any successor thereto), then
such special meeting may also be called by the person or persons, in the manner,
at the times and for the purposes so specified. A special meeting shall be held
at such date, time and place either within or without the State of Delaware as
may be stated in the notice of the meeting.
Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation.
Section 1.4. Adjournments. Any meetings of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting
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the Corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 1.5. Quorum. At each meeting of stockholders, except where
otherwise provided by law, the holders of a majority of the outstanding shares
of each class of stock entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum. For purposes of the foregoing,
two or more classes or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single class at the meeting.
In the absence of a quorum the stockholders so present may, by majority vote,
adjourn the meeting from time to time in the manner provided by Section 1.4 of
these Bylaws until a quorum shall attend. Shares of its own capital stock
belonging on the record date for the meeting to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.
Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the board, or in his absence by the President, or in his
absence by a Senior Vice President, or in their absence by a Vice President, or
in the absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his absence
the chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section 1.7. Voting; Proxies. Each stockholder entitled to vote at any
meeting of stockholders shall be entitled to vote for each share of stock held
by him which has voting power upon the matter in question, except to the extent
that the Certificate of Incorporation provides for cumulative voting with
respect to the election of directors. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or another duly executed proxy bearing a later date
with the Secretary of the Corporation. Voting at meetings of stockholders need
not be by written ballot and need not be conducted by inspectors unless the
holders of a majority of the outstanding shares of all classes of stock entitled
to vote thereon present in person or by proxy at such meeting shall so
determine.
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Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect to any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action. If no record date is fixed: (1) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; and (2) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.
Section 1.9. List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for the purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.
Section 1.10. Notice of Stockholder Business and Nominations.
(A) Annual Meetings of Stockholders. (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of the stockholders (a) pursuant to the Corporation's notice of meeting, (b) by
or at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw.
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A) (1) of this Bylaw, the stockholder must have given timely notice in
conformance with the requirements of this Bylaw, thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive
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offices of the Corporation not later than the close of business on the 90th day
prior to the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is more than 30
days before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not later than the close of
business on the 90th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first made
by the Corporation. In no event shall the public announcement of an adjournment
of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the corporation which are
beneficially owned by such person, (iv) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (v) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934 (the "1934 Act") (including without
limitation such person's written consent to being named in the proxy statement,
if any, as a nominee and to serving as a director if elected); and (b) as to any
other business that the stockholder proposes to bring before the meeting (i) a
brief description of the business desired to be brought before the meeting, (ii)
the reasons for conducting such business at the meeting, (iii) any material
interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made and (iv) any other information which is
required to be disclosed in solicitations of proxies on behalf of any such
business, and specifically, any such information called for by Items 4 and 5 of
Regulation 14A under the 1934 Act regarding such other business, the proponent
of such other business and any associates or persons who would be deemed
"participants" under Regulation 14A were the proponent soliciting proxies on
behalf of such other business. All such notices shall include (i) a
representation that the person sending the notice is a shareholder of record and
will remain such through the record date for the meeting, (ii) the name and
address, as they appear on the corporation's books, of such shareholder, (iii)
the class and number of the corporation's shares which are owned beneficially
and of record by such shareholder, and (iv) a representation that such
shareholder intends to appear in person or by proxy at such meeting to make the
nomination or move the consideration of other business set forth in the notice.
(3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Bylaw to the contrary, in the event that the number of directors
to the Board of Directors of the Corporation is increased and there is no public
announce-ment by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Bylaw shall also be considered timely, but only with
respect to nominees for any new positions created by
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such increase, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
10th day following the day on which such public announcement is first made by
the Corporation.
(B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw. In the event the
Corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the Board of Directors, any such stockholder may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 90th day prior to such special
meeting or the 10th day following the day on which public announcement is first
made on the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.
(C) General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this Bylaw shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Bylaw. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the chairman of the meeting shall refuse to
acknowledge the nomination of any person or the consideration of any business
not made in compliance with the foregoing procedures.
(2) For purposes of this Bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the 1934 Act
and the rules and regulations thereunder with respect to the matters set forth
in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under
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the 1934 Act or (ii) of the holders of any series of Preferred Stock to elect
directors under specified circumstances.
ARTICLE II
Board of Directors
Section 2.1. Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law. The authorized number of
directors shall be ten (10), and such number shall not be changed except by a
Bylaw amending this section duly adopted by the Board or duly adopted by the
Stockholders pursuant to the terms of Article SIXTH of the Certificate of
Incorporation. Directors need not be stockholders.
Section 2.2. Election; Term of Office; Resignation; Removal;
Vacancies. Each director shall hold office until the expiration of his term and
until his successor is elected and qualified or until his earlier resignation or
notice to the Board of Directors or to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. Any director or the entire Board of Directors
may be removed, with cause, by the holders of a majority of the shares then
entitled to vote at an election of directors. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
or from any other cause may be filled by a majority of the directors then in
office, although less than a quorum, or by the sole remaining director.
Section 2.3. Regular Meetings. A regular annual organizational meeting
of the Board of Directors shall be held without other notice than this Bylaw at
such time as the Board of Directors may specify within twenty-four (24) hours
after, and at the same place as, the annual meeting of stockholders, for the
purpose of electing officers and conducting any other business which may
properly be considered. The Board of Directors may provide for the time and
place of other regular meetings from time to time by resolution, and no notice
need be given of such regular meetings.
Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, by the President or by
any two directors. Notice of all special meetings of the Board shall be given to
each director by two days' service of the same by telegram, by letter, or
personally. Such notice may be waived by any director and any meeting shall be a
legal meeting without notice having been given if all the directors shall be
present thereat or if those not present shall, either before or after the
meeting, sign a written waiver of notice of, or a consent to, such meeting or
shall after the meeting sign an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or be
made a part of the minutes of the meeting.
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Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of the Board or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Bylaw shall constitute presence in person at such
meeting.
Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the entire Board shall constitute a quorum for
the transaction of business. The vote of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board. In case at
any meeting of the Board a quorum shall not be present, the members of the Board
present may adjourn the meeting from time to time until a quorum shall attend.
Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in his absence by the President,
or in his absence by the Vice President of Finance, or in his absence by a
Senior Vice President, or in their absence by a chairman chosen at the meeting.
The Secretary shall act as secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section 2.8. Action by Directors Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors.
Section 2.9 Compensation of Directors. The Board of Directors shall
have the authority to fix the compensation of directors.
ARTICLE III
Committees
Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation,
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and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have power or authority in reference
to amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of
dissolution, removing or indemnifying directors or amending these Bylaws; and,
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of the
stock.
Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, a majority
of the entire authorized number of members of such committee shall constitute a
quorum for the transaction of business, the vote of a majority of the members
present at a meeting at the time of such vote if a quorum is then present shall
be the act of such committee, and in other respects each committee shall conduct
its business in the same manner as the Board conducts its business pursuant to
Article II of these Bylaws.
ARTICLE IV
Officers
Section 4.1. Number and Term. The officers of the Corporation shall be
the Chairman of the Board, the President, a Vice President of Finance, who shall
be the chief financial officer of the Corporation and a Secretary, all of which
shall be chosen by the Board of Directors. In addition, the Board of Directors
may, but is not required to, appoint such other officers as may be deemed
expedient for the proper conduct of the business of the Corporation, including
but not limited to one or more other Executive Vice Presidents, one or more
Senior Vice Presidents, one or more Vice Presidents, a Corporate Controller, a
Treasurer, one or more Assistant Secretaries and one or more Assistant
Treasurers, each of whom shall have such authority and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
determine. Upon action of the Board of Directors, any Vice President may be
named as an Executive Vice President or a Senior Vice President. The following
officers of the Corporation shall be elected annually at the regular or
organizational meeting of the Board of Directors held after the annual meeting
of stockholders and shall serve at the pleasure of the Board of Directors:
Chairman of the Board, President, Vice President of Finance, Secretary and such
other officers as the Board of Directors may determine. The Chairman of the
Board shall be elected from the members of the Board of Directors. If officers
are not chosen at such meeting of the Board of Directors, they shall be chosen
as soon thereafter as shall be convenient. Each officer shall hold office until
his successor shall have been duly chosen or until his removal or resignation.
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Section 4.2. Removal and Resignation. Any officer chosen by the Board
of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of all the members of the Board of Directors.
Any officer chosen by the Board of Directors may resign at any time by
giving written notice of said resignation to the Corporation. Unless a different
time is specified therein, such resignation shall be effective upon its receipt
by the Chairman of the Board, the President, the Secretary or the Board of
Directors.
Section 4.3. Vacancies. A vacancy in any office because of any cause
may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.4. Chairman of the Board. The Chairman of the Board shall,
when present, preside at all meetings of the stockholders and of the Board of
Directors.
Section 4.5. President. The President shall be the Chief Executive
Officer of the Corporation. As Chief Executive Officer, he shall exercise the
general supervision of the property, affairs and business of the Corporation,
shall sign or countersign or authorize another officer to sign all certificates,
contracts, and other instruments of the Corporation as authorized by the Board
of Directors, shall make reports to the Board of Directors and the stockholders,
and shall perform all such other duties as are incident to such officer or are
properly required by the Board of Directors.
Section 4.6. Absence or Disability of the Chief Executive Officer. In
the absence or disability of the President, the Board of Directors shall
designate one of the other officers or directors of the Corporation or other
individual to act as Chief Executive Officer.
Section 4.7. Vice President of Finance. The Vice President of Finance
shall be the chief financial officer of the Corporation. Such officer shall have
custody of all moneys and securities of the Corporation and shall keep regular
books of account. Such officer shall disburse the funds of the Corporation in
payment of the just demands against the Corporation, or as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors from time to time as may be required of such
officer, an account of all transactions and of the financial condition of the
Corporation. Such officer shall perform all duties incident to such office or
which are properly required by the Board of Directors or by the chief executive
officer.
Section 4.8. Executive Vice Presidents. The Executive Vice Presidents
shall perform such duties and have such other powers as may from time to time be
assigned and conferred upon them by the Board of Directors or by the chief
executive officer.
Section 4.9. Senior Vice Presidents and Vice Presidents. The Senior
Vice Presidents and the Vice Presidents shall respectively perform such duties
and have such powers as may from time to time be assigned and conferred upon
them by the Board of
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Directors or by the chief executive officer, and shall perform such other duties
and have such other powers as may be reasonably incident to their respective
offices.
Section 4.10. Secretary. The Secretary shall see that notices for all
meetings are given in accordance with the provisions of these Bylaws and as
required by law, shall keep minutes of all meetings, shall have charge of the
seal and the corporate books, and shall make such reports and perform such other
duties as are incident to such office or which are properly required by the
Board of Directors or by the chief executive officer. The Assistant Secretary or
the Assistant Secretaries, in the order of their seniority, shall, in the
absence or disability of the Secretary, or in the event of such officer's
refusal to act, perform the duties and exercise the powers and discharge such
duties as may be assigned from time to time by the Board of Directors or by the
chief executive officer.
Section 4.11. Treasurer. The Treasurer shall, in the absence or
disability of the Vice President of Finance, or in the event of such officer's
refusal to act, perform the duties and exercise the powers of the Vice President
of Finance, and shall have such powers and discharge such duties as may be
assigned from time to time by the Board of Directors or by the chief executive
officer.
Section 4.12. Corporate Controller. The Corporate Controller shall
perform such duties and have such powers as may be from time to time assigned
and conferred upon him by the Board of Directors or by the chief executive
officer, and shall perform such other duties and have such other powers as may
be reasonably incident to such office.
Section 4.13. Subordinate Officers. The Board of Directors may from
time to time elect such subordinate officers as it may deem desirable. Each such
officer shall hold office for such period, and shall have such authority and
perform such duties, as the Board of Directors or the chief executive officer
may from time to time prescribe. The Board of Directors may authorize any
officer to appoint subordinate officers and to prescribe the powers and duties
thereof.
Section 4.14. Compensation. The Board of Directors shall have power to
fix the compensation of all officers and employees of the Corporation. It may
appoint one or more committees with authority to fix the compensation of
officers and employees, it may authorize the chief executive officer or any
officer upon whom the power of appointing subordinate officers may have been
conferred to fix the compensation of subordinate officers, and it may authorize
an individual to fix the salaries and wages of non-officer employees. No officer
shall be prevented from receiving a salary or other compensation from the
Corporation by reason of the fact that such officer is also a director of the
Corporation.
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ARTICLE V
Stock
Section 5.1. Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman of the Board of Directors, or the President or a
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, of the Corporation, certifying the number of shares
owned by him in the Corporation. If such certificate is manually signed by one
officer or manually countersigned by a transfer agent or by a registrar, any
other signature on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.
Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE VI
Miscellaneous
Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.
Section 6.2. Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.
Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision or the Certificate of Incorporation or these Bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice.
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Section 6.4. Indemnification of Directors, Officers and Employees.
(a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body, against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or as a member of any
committee or similar body, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) Any indemnification under Section 6.4(a) or Section 6.4(b) of the
Bylaws (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 6.4(a) and
6.4(b) of the Bylaws. Such
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determination shall be made (i) by the Board by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
(d) Notwithstanding the other provisions of this Section, to the
extent that a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 6.4(a) or Section 6.4(b) of the Bylaws, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board in the specific case
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation as authorized in this
Section.
(f) The indemnification provided by this Section shall not be deemed
exclusive and is declared expressly to be nonexclusive of any other rights to
which those seeking indemnification may be entitled under any Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(g) Upon resolution passed by the Board, the Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or as a member of any
committee or similar body against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Section.
(h) For the purposes of this Section, references to "the Corporation"
include in addition to the resulting corporation any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or as a member of any
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committee or similar body shall stand in the same position under the provisions
of this Section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
(i) To assure indemnification under this Section of all such persons
who are determined by the Corporation or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the corporation which may exist
from time to time, references to "other enterprises" shall be deemed to include
such an employee benefit plan, including, without limitation, any plan of the
Corporation which is governed by the Act of Congress entitled "Employee
Retirement Income Security Act of 1974," as amended from time to time; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
Corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed by such person to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the Corporation.
Section 6.5. Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purpose, if: (1) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the Board or
the committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or (2)
the material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (3) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified, by the
Board, a committee thereof or the stockholders. Common or interested directors
may be counted in determining the presence of a quorum at a meeting of the Board
or of a committee which authorizes the contract or transaction.
Section 6.6. Representation of Shares in Other Corporations. Shares of
other corporations standing in the name of this Corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
Corporation by the Chairman of the Board, the President, the Executive Vice
President(s) or any Vice President and the Treasurer or the Secretary or an
Assistant Secretary.
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Section 6.7. Authorized Signatures. All written instruments shall be
binding upon the Corporation if signed on its behalf by any two of the following
officers of the Corporation: the Chairman of the Board, the Vice Chairman, the
President, the Executive Vice President(s), the Senior Vice President(s) and the
Vice Presidents.
Section 6.8. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.
Section 6.9. Amendment of Bylaws. These Bylaws may be amended or
repealed, and new Bylaws adopted, by the Board of Directors, but the
stockholders entitled to vote may adopt additional Bylaws and may amend or
repeal any Bylaw whether or not adopted by them, provided that such stockholder
action is approved by the affirmative vote of the holders of not less than
two-thirds of the total voting power of all outstanding shares of stock of the
Corporation entitled to vote in the election of directors, considered for
purposes of this Section as one class.
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EXHIBIT 5.1
December 3, 1999
Pope & Talbot, Inc.
1500 S.W. First Avenue, Suite 2600
Portland, OR 97204
Re: Pope & Talbot, Inc. Registration Statement for Offering of an
aggregate of 95,441 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Pope & Talbot, Inc., a Delaware corporation
(the "Company") in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of an
additional 95,441 shares of common stock and related stock options for issuance
under the Harmac Directors' and Employees' Share Option Plan (the "Option
Plan").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the Option Plan. Based on
such review, we are of the opinion that, if, as and when the shares of the
Company's common stock are issued and sold (and the consideration therefor
received) pursuant to the provisions of option agreements duly authorized under
the Option Plan and in accordance with the Registration Statement, such shares
will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
<PAGE>
Pope & Talbot, Inc.
December 3, 1999
Page 2
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Option Plan or the shares of the Company's common stock issuable under such plan
or options.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 27, 1999
incorporated by reference in Pope & Talbot, Inc.'s Form 10-K for the year ended
December 31, 1998 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Portland, Oregon
December 2, 1999
