<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1994
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
____________________
ALCO STANDARD CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 23-0334400
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 834
Valley Forge, Pennsylvania 19482
(Address of Principal Executive Offices) (Zip Code)
_____________________________
ALCO STANDARD CORPORATION
1995 STOCK OPTION PLAN
(Full title of the Plan)
_____________________________
J. Kenneth Croney
Vice President and General Counsel
Alco Standard Corporation
Box 834
Valley Forge, Pennsylvania 19482
(Name and address of agent for service)
(610) 296-8000
(Telephone number, including area code, of agent for service)
_____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT* PRICE FEE
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
Common stock 2,500,000 $58.06 $145,150,000 $50,050
without
par value
- --------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(c) and Rule 457(h).
This Registration Statement also relates to the Registration Statement No.
33-38193.
<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
- ------------------------
A prospectus setting forth the information required by Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1).
Item 2. Registrant Information and Employee Plan Annual Information
- --------------------------------------------------------------------
The documents incorporated by reference in Item 3 of Part II of this
Form S-8 are incorporated by reference in the Section 10(a) prospectus relating
to this registration statement. The foregoing documents and all other documents
required to be delivered to employees pursuant to Rule 428(b) are available
without charge, upon written or oral request, to Alco Standard Corporation, P.O.
Box 834, Valley Forge, PA 19482, Attn: Investor Relations Department (telephone
number (610) 296-8000).
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------------------------------------------------
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the year ended
September 30, 1993 (as amended by its Form 10-K/A filed on May 5, 1994);
(b) The registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1993 (as amended by its Form 10-Q/A dated May 5, 1994);
(c) The registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1994;
(d) The registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1994;
(e) The registrant's Current Report on Form 8-K dated June 30, 1994;
(f) The registrant's Registration Statement on Form 8-A, relating to the
registrant's preferred share purchase rights; and
(g) Description of the registrant's common stock contained in a
registration statement filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment indicating that all securities offered
hereby 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 part thereof from the date of filing of such documents.
Item 4. Description of Securities
- ----------------------------------
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
- -----------------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
- --------------------------------------------------
The Ohio General Corporation Law (the "Ohio Law"), under which the
registrant is organized, provides that the registrant may indemnify persons who
incur certain liabilities or expenses by reason of such persons being or having
been directors, officers or employees of the registrant or serving or having
served in such capacities or similar capacities at the registrant's request for
other corporations or entities. Pursuant to the Ohio Law, the registrant has
adopted, as part of its Code of Regulations, provisions whereby the registrant
shall indemnify such persons against such liabilities and expenses resulting
from suits or other proceedings brought by third persons and against expenses
resulting from suits or other proceedings brought in the right of the
registrant. No indemnification against expenses is to be made, however, in
respect of claims brought in the right of the registrant where: i) such person
is finally adjudged to be liable for negligence or misconduct in the performance
of a duty to the registrant, unless specific court approval for such
indemnification is obtained; or ii) the only liability asserted against a
director is pursuant to Section 1701.95 of the Ohio Law (relating to unlawful
loans, dividends or distributions of assets).
As permitted by law, the registrant has purchased liability insurance
policies covering its directors and officers to provide protection where the law
does not allow the registrant to indemnify a director or officer. The policies
also provide coverage for indemnifiable expenses, including expenses related to
claims arising under the Employment Retirement Income Security Act against a
director or officer based upon an alleged breach of fiduciary duty or other
wrongful act with respect to an employee benefit plan.
Item 7. Exemption from Registration Claimed
- --------------------------------------------
Not applicable.
Item 8. Exhibits
- -----------------
(4.0) Form of Certificate for Shares of Common Stock is incorporated
herein by reference to Form S-3 of the registrant, Registration Statement No.
33-62460, Exhibit 4.2.
(4.1) Rights Agreement, dated as of February 10, 1988 between Alco
Standard Corporation and National City Bank, filed on February 11, 1988 as
Exhibit 1 to Alco Standard Corporation's Registration Statement on Form 8-A, is
incorporated herein by reference.
(5) Opinion of Ballard Spahr Andrews & Ingersoll as to the validity of
the securities.
(23) Consent of Ernst & Young LLP, Independent Auditors
(24) Powers of Attorney
(24.1) Certified resolution regarding powers of attorney
(99) Alco Standard Corporation 1995 Stock Option Plan
<PAGE>
Item 9. Undertakings
- ---------------------
(a) The 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 of 1933;
(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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 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 expressly 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.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all 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 Valley Forge, Pennsylvania, on the 15th day of November,
1994.
ALCO STANDARD CORPORATION
Date: November 15, 1994 By: /s/Michael J. Dillon
----------------------------------------------
(Michael J. Dillon)
Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*JOHN E. STUART President, Chief Executive November 15, 1994
---------------------- Officer and Director
(John E. Stuart) (Principal Executive Officer)
*KURT E. DINKELACKER Chief Financial Officer November 15, 1994
----------------------
(Kurt E. Dinkelacker)
/s/Michael J. Dillon Controller November 15, 1994
---------------------- (Principal Accounting Officer)
(Michael J. Dillon)
*RAY B. MUNDT Chairman of the Board of November 15, 1994
---------------------- Directors
(Ray B. Mundt)
</TABLE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
*J. MAHLON BUCK, JR. Director November 15, 1994
- ----------------------------
(J. Mahlon Buck, Jr.)
*PAUL J. DARLING, II Director November 15, 1994
- ----------------------------
(Paul J. Darling, II)
*WILLIAM F. DRAKE, JR. Director November 15, 1994
- ----------------------------
(William F. Drake, Jr.)
*JAMES J. FORESE Director November 15, 1994
- ----------------------------
(James J. Forese)
*FREDERICK S. HAMMER Director November 15, 1994
- ----------------------------
(Frederick S. Hammer)
*BARBARA BARNES HAUPTFUHRER Director November 15, 1994
- ----------------------------
(Barbara Barnes Hauptfuhrer)
*DANA G. MEAD Director November 15, 1994
- ----------------------------
(Dana G. Mead)
*PAUL C. O'NEILL Director November 15, 1994
- ----------------------------
(Paul C. O'Neill)
*ROGELIO G. SADA Director November 15, 1994
- ----------------------------
(Rogelio G. Sada)
*JAMES W. STRATTON Director November 15, 1994
- ----------------------------
(James W. Stratton)
*By his signature set forth below, Hugh G. Moulton, pursuant to duly
executed Powers of Attorney duly filed with the Securities and Exchange
Commission, has signed this report on behalf of the persons whose signatures are
printed above, in the capacities set forth opposite their respective names.
/s/ Hugh G. Moulton
- ----------------------- November 15, 1994
(Hugh G. Moulton)
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Sequentially
Number Exhibits Numbered Pages
- ------- -------- --------------
(4.0) Form of Certificate for Shares of Common Stock
is incorporated herein by reference to Form S-3
of the registrant, Registration Statement No. 33-62460,
Exhibit 4.2.
(4.1) Rights Agreement, dated as of February 10, 1988
between Alco Standard Corporation and National City Bank,
filed on February 11, 1988 as Exhibit 1 to Alco Standard
Corporation's Registration Statement on Form 8-A, is
incorporated herein by reference.
(5) Opinion of Ballard Spahr Andrews & Ingersoll as to the
validity of the securites.
(23) Consent of Ernst & Young LLP, Independent Auditors
(24) Powers of Attorney
(24.1) Certified resolution regarding powers of attorney
(99) Alco Standard Corporation
1995 Stock Option Plan
<PAGE>
Exhibit 5
[Letterhead of Ballard Spahr Andrews & Ingersoll Appears Here]
November 15, 1994
Alco Standard Corporation
P.O. Box 834
Valley Forge, Pa 19482
Re: Alco Standard Corporation
1995 Stock Option Plan
-------------------------
Gentlemen:
We have acted as special counsel to Alco Standard Corporation (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of 2,500,000 shares of common stock of the Company, without par
value (the "Shares"), which may be issued upon exercise of options granted under
the Alco Standard Corporation 1995 Stock Option Plan (the "Plan"). The Plan
became effective on November 10, 1994, subject to approval by the shareholders
of the Company.
In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed below.
In giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.
Based on the foregoing, we are of the opinion that the Shares, when
issued upon exercise of options granted in accordance with the terms of the Plan
following approval thereof by the shareholders of the Company, will be legally
issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8.
Very truly yours,
/s/Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus of the Alco Standard Corporation 1995 Stock
Option Plan of our report dated November 1, 1993, with respect to the
consolidated financial statements and schedules of Alco Standard Corporation
included in its Annual Report (Form 10-K) for the year ended September 30, 1993
(as amended by its Form 10-K/A dated May 5, 1994), filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
----------------------
Philadelphia, Pennsylvania
November 10, 1994
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ J. MAHLON BUCK, JR.
----------------------------
<PAGE>
POWER OF ATTORNEY
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ PAUL J. DARLING, II
----------------------------
<PAGE>
POWER OF ATTORNEY
The undersigned certifies that he is Chief Financial Officer of Alco
Standard Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ KURT E. DINKELACKER
----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ WILLIAM F. DRAKE, JR.
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ JAMES J. FORESE
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ FREDERICK S. HAMMER
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that she is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as her attorneys-in-fact, each with the power of
substitution, to execute, on her behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ BARBARA BARNES HAUPTFUHRER
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ DANA G. MEAD
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ RAY B. MUNDT
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ PAUL C. O'NEILL
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ ROGELIO G. SADA
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ JAMES W. STRATTON
--------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard Corporation
("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 15th day of November, 1994.
SIGNED: /s/ JOHN E. STUART
--------------------------------
<PAGE>
Exhibit 24.1
CERTIFICATION
I, J. Kenneth Croney, Secretary of Alco Standard Corporation do hereby
certify that the following resolutions were duly passed by the Board of
Directors of the Corporation on November 11, 1994, and that such resolutions
are, as of the date hereof, in full force and effect:
FURTHER RESOLVED, that each of the officers and directors of the
corporation is hereby authorized to appoint Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon as his or her attorneys-in-fact on behalf of
each of them each attorney-in-fact with the power of substitution, to
execute on such officer's or director's behalf, one or more registration
statements and annual reports of the corporation for filing with the
Securities and Exchange Commission ("SEC"), and any and all amendments to
said documents which said attorney may deem necessary or desirable to
enable the corporation to register the offering of (i) serial preferred
stock; (ii) common stock; (iii) debt securities; and/or (iv) participation
interests in employee benefit plans under the Federal securities law, and
to further enable the corporation to file such reports as are necessary
under Section 13 or 15(d) of the Securities Exchange Act of 1934 and such
other documents as are necessary to comply with all rules, regulations or
requirements of the SEC in respect thereto; and
FURTHER RESOLVED, that any officer of the corporation is hereby
authorized to do and perform, or cause to be done or performed, any and all
things and to execute and deliver any and all agreements, certificates,
undertakings, documents or instruments necessary or appropriate in order to
carry out the purpose and intent of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned has set his hand this 15th day of
November 1994.
/s/ J. KENNETH CRONEY
-------------------------
<PAGE>
P1913.A(PE)
ALCO STANDARD CORPORATION
1995 STOCK OPTION PLAN
ARTICLE I
Purpose
The purpose of this 1995 Stock Option Plan (the "Plan") is to enable Alco
Standard Corporation (the "Company") to offer employees and consultants of the
Company and its subsidiaries equity interests in the Company, thereby
attracting, retaining and rewarding such persons, and strengthening the
mutuality of interests between such persons and the Company's shareholders.
ARTICLE II
Definitions
For purposes of this Plan, the following terms shall have the
following meanings:
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.3 "Committee" shall mean a committee appointed by the Board to
administer the Plan, consisting of two or more Directors, each of whom is a
"disinterested person" as defined in Rule 16b-3(c) under the Securities Exchange
Act of 1934 and an "outside director" as defined in regulations under Section
162(m) of the Code.
2.4 "Common Stock" shall mean the Common Stock, no par value, of the
Company.
2.5 "Company" shall mean Alco Standard Corporation.
2.6 "Fair Market Value" as of any date shall mean, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, the closing sales price of a share of Common Stock for the preceding
trading day as reported on the New York Stock Exchange Composite Tape.
<PAGE>
2.7 "Incentive Stock Option" shall mean any Stock Option awarded
under this Plan intended to be and designated as an "Incentive Stock Option"
within the meaning of Section 422 of the Code or any successor section.
2.8 "Non-Qualified Stock Option" shall mean any Stock Option awarded
under this Plan that is not an Incentive Stock Option.
2.9 "Participant" shall mean a person to whom an Option has been
granted under this Plan.
2.10 "Stock Option" or "Option" shall mean any option to purchase
shares of Common Stock granted pursuant to Article VI.
ARTICLE III
Administration
3.1 The Committee. The Plan shall be administered and interpreted
by the Committee.
3.2 Awards. The Committee shall have full authority to grant Stock
Options to persons eligible under Article V, including the authority:
(a) to select the persons to whom Stock Options may from time to
time be granted;
(b) to determine whether and to what extent Incentive Stock
Options or Non-Qualified Stock Options, or any combination thereof, are to be
granted to one or more persons eligible to receive Options under Article V;
(c) to determine the number of shares of Common Stock to be
covered by each Option granted; and
(d) to determine the terms and conditions, not inconsistent with
the terms of this Plan, of any Option granted (including, but not limited to,
the exercise price of the Option, the term of the Option, any restriction or
limitation affecting the exercisability of the Option and any conditions under
which the exercisability of the Option will be accelerated).
3.3 Guidelines. Subject to Article VII hereof, the Committee shall
have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing this Plan as it shall, from time to time,
deem advisable; to interpret the terms and provisions of this Plan and any
Option granted under this Plan (and any agreements relating thereto);
2
<PAGE>
and to otherwise supervise the administration of this Plan. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in this
Plan or in any Option in the manner and to the extent it shall deem necessary to
carry this Plan into effect. Notwithstanding the foregoing, no action of the
Committee under this Section 3.3 shall impair the rights of any Participant
without the Participant's consent.
3.4 Decisions Final. Any decision, interpretation or other action
made or taken in good faith by the Committee arising out of or in connection
with the Plan shall be final, binding and conclusive on the Company, all
employees and Participants and their respective heirs, executors,
administrators, successors and assigns.
ARTICLE IV
Share Limitations
4.1 Shares. The maximum aggregate number of shares of Common Stock
that may be issued under this Plan shall be 2,500,000 (subject to any increase
or decrease pursuant to Section 4.3 and subject to any increase due to
expiration, termination or cancellation of options granted under the Company's
previous stock option plans), which may be either authorized and unissued Common
Stock or issued Common Stock reacquired by the Company. If any Option granted
under this Plan or the Company's previous stock option plans expires, terminates
or is cancelled for any reason without having been exercised in full, the number
of unpurchased shares shall again be available for the purposes of the Plan.
4.2 Individual Limit. The maximum aggregate number of shares with
respect to which Options may be granted to any individual during any fiscal year
shall be 1,000,000 (subject to increase or decrease pursuant to Section 4.3).
4.3 Adjustments. If the outstanding shares of Common Stock are
increased, decreased or exchanged for a different number or kind of shares or
other securities, or if additional shares or other property (other than ordinary
cash dividends) are distributed with respect to such shares of Common Stock or
other securities, through merger, consolidation, sale of all or substantially
all of the assets of the Company, reorganization, recapitalization,
reclassification, dividend, stock split, reverse stock split, spin off, split
off, or other distribution with respect to such shares of Common Stock, or other
securities, an appropriate and proportionate adjustment may be made in (i) the
maximum number and kind of shares that may be issued under the Plan, (ii) the
maximum number and kind of shares with respect to which Options may be granted
to any individual during any fiscal year, (iii) the number and kind of shares or
other securities subject to then outstanding Options, and (iv) the price for
each share subject to any then outstanding Options. No
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fractional shares will be issued under the Plan on account of any such
adjustments.
ARTICLE V
Eligibility
5.1 Employees. Officers and other employees of the Company
(including Directors of the Company who are also employees of the Company) and
employees of any subsidiary of the Company are eligible to be granted Options
under this Plan.
5.2 Consultants. Persons who directly or through a corporation in
which they own a majority of the outstanding shares of voting stock provide
services to the Company or any of its subsidiaries as independent contractors
are eligible to be granted Non-Qualified Stock Options under this Plan.
ARTICLE VI
Stock Options
6.1 Options. Each Stock Option granted under this Plan shall be
either an Incentive Stock Option or a Non-Qualified Stock Option.
6.2 Grants. The Committee shall have the authority to grant to any
person eligible under Article V one or more Incentive Stock Options, Non-
Qualified Stock Options, or both types of Stock Options. To the extent that any
Stock Option does not qualify as an Incentive Stock Option (whether because of
its provisions or the time or manner of its exercise or otherwise), such Stock
Option or the portion thereof which does not qualify as an Incentive Stock
Option shall constitute a separate Non-Qualified Stock Option.
6.3 Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify the Plan under Section
422 of the Code, or, without the consent of the Participant affected, to
disqualify any Incentive Stock Option under such Section 422.
6.4 Terms of Options. Options granted under this Plan shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of this Plan, as the
Committee shall deem desirable:
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(a) Stock Option Contract. Each Stock Option shall be evidenced by,
and subject to the terms of, a Stock Option Contract executed by the Company.
The Stock Option Contract shall specify whether the Option is an Incentive Stock
Option or a Non-Qualified Stock Option, the number of shares of Common Stock
subject to the Stock Option, the option price, the option term, and the other
terms and conditions applicable to the Stock Option.
(b) Option Price. The option price per share of Common Stock
purchasable upon exercise of a Stock Option shall be determined by the Committee
at the time of grant but shall be not less than 100% of the Fair Market Value of
the Common Stock on the date of grant if the Stock Option is intended to be an
Incentive Stock Option.
(c) Option Term. The term of each Stock Option shall be fixed by the
Committee at the time of grant but shall not be exercisable more than ten years
after the date of grant if the Stock Option is intended to be an Incentive Stock
Option.
(d) Exercisability. Stock Options shall be exercisable at such time
or times and subject to such terms and conditions as shall be determined by the
Committee at the time of grant; provided, however, that the Committee may waive
any installment exercise or waiting period provisions, in whole or in part, at
any time after the date of grant, based on such factors as the Committee shall,
in its sole discretion, deem appropriate.
(e) Method of Exercise. Subject to such installment exercise and
waiting period provisions as may be imposed by the Committee, Stock Options may
be exercised in whole or in part at any time during the option term, by giving
written notice of exercise to the Company specifying the number of shares of
Common Stock to be purchased and the option price for such shares. Payment of
the option price may be made, in whole or in part, in cash, in shares of Common
Stock duly owned by the Participant (and for which the Participant has good
title free and clear of any liens and encumbrances) or by reduction in the
number of shares issuable upon such exercise, based on the Fair Market Value of
the Common Stock on the date of exercise. Upon payment in full of the option
price, a stock certificate or stock certificates representing the number of
shares of Common Stock to which the Participant is entitled shall be issued and
delivered to the Participant. A Participant shall not be deemed to be the
holder of Common Stock, or to have the rights of a holder of Common Stock, with
respect to shares subject to the Option, unless and until a stock certificate
representing such shares of Common Stock is issued to the Participant.
(f) Termination of Employment. Unless otherwise determined by the
Committee at the time of grant, Stock Options held by a Participant who ceases
to be an employee or consultant
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of the Company and its subsidiaries shall be exercisable as follows:
(i) In the case of a Participant who dies, all Options that were
exercisable on the date of the Participant's death may be exercised by the legal
representative of the Participant's estate for a period of one year after the
date of death or until the expiration of the stated term of the Option,
whichever period is shorter.
(ii) In the case of a Participant who becomes disabled, all Options
that were exercisable on the date of termination of the Participant's employment
or consulting relationship may be exercised by the Participant for a period of
one year after such date or until the expiration of the stated term of the
Option, whichever period is shorter.
(iii) In the case of a Participant who ceases to be an employee or
consultant of the Company and its subsidiaries for any reason other than death
or disability, all Options that were exercisable on the date of termination of
the Participant's employment or consulting relationship may be exercised by the
Participant for a period of three months after such date or until the expiration
of the stated term of the Option, whichever period is shorter.
(iv) Any Option that was not exercisable on the date on which the
Participant ceased to be an employee or consultant of the Company shall
terminate on such date.
(v) Any Option not exercised during the periods specified in
Subsections (i), (ii) or (iii) shall terminate at the end of such period;
provided, however, that the Committee may extend such period, based on such
factors as the Committee shall, in its sole discretion, deem appropriate. If an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Option will thereafter
be treated as a Non-Qualified Stock Option.
(g) Incentive Stock Option Limitations. To the extent that the
aggregate Fair Market Value (determined as of the date of grant) of the Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by the Participant during any calendar year under the Plan and/or any
other stock option plan of the Company or any subsidiary or parent corporation
(within the meaning of Section 424 of the Code) exceeds $100,000, such Options
shall be treated as Non-Qualified Stock Options.
Should the foregoing provisions not be necessary in order for the
Stock Options to qualify as Incentive Stock Options, or should any additional
provisions be required, the
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Board may amend this Plan accordingly, without the necessity of obtaining the
approval of the shareholders of the Company.
ARTICLE VII
Termination or Amendment
7.1 Termination or Amendment of the Plan. The Board may at any time
terminate this Plan or amend all or any part of this Plan; provided, however,
that, unless otherwise required by law, the rights of a Participant with respect
to Options granted prior to such termination or amendment may not be impaired
without the consent of such Participant. The Board may, if it deems
appropriate, submit an amendment to the shareholders for their approval in order
to satisfy any statutory or regulatory provision, including Sections 162(m) and
422 of the Code and Rule 16b-3 under the Securities Exchange Act of 1934.
7.2 Amendment of Options. The Committee may amend the terms of any
outstanding Option, prospectively or retroactively, but, subject to Article IV,
no such amendment or other action by the Committee shall impair the rights of
any holder without the holder's consent.
ARTICLE VIII
General Provisions
8.1 Nonassignment. Except as otherwise provided in this Plan,
Options granted hereunder and the rights and privileges conferred thereby shall
not be sold, transferred, assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise), and shall not be subject to execution,
attachment or similar process.
8.2 Legend. All certificates representing shares of Common Stock
delivered under this Plan shall be subject to such stock transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Common Stock is listed or traded, any
applicable Federal or state securities law, and any applicable corporate law,
and the Committee may cause a legend or legends to be put on stock certificates
to make appropriate reference to such restrictions.
8.3 Other Plans. Nothing contained in this Plan shall prevent the
Board from adopting other or additional compensation arrangements, subject to
shareholder approval if
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such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.
8.4 No Right to Employment. Neither this Plan nor the grant of any
Option shall give any Participant or other employee or consultant any right with
respect to continuance of employment or consulting relationship with the Company
or any subsidiary of the Company, nor shall there be a limitation in any way on
the right of the Company or a subsidiary, as the case may be, to terminate such
Participant's employment or consulting arrangement at any time.
8.5 Withholding of Taxes. Participants shall have the right to
elect, prior to the Company's delivery of a stock certificate representing the
shares of Common Stock otherwise deliverable, to satisfy applicable Federal,
state and local withholding tax requirements by (i) remitting to the Company an
amount sufficient to satisfy all Federal, state and local tax withholding
requirements, (ii) having the Company reduce the number of shares of Common
Stock otherwise deliverable to the Participant by an amount that would have a
Fair Market Value on the date of exercise equal to the amount of all Federal,
state and local taxes required to be withheld, or (iii) having the Company
deduct the amount of such taxes from cash payments otherwise to be made to the
Participant. [Participants who are subject to Section 16 of the Securities
Exchange Act of 1934 should consider the Section 16 implications of their
election.] If the Participant does not make an election on a timely basis, the
Company shall reduce the number of shares of Common Stock otherwise deliverable
to the Participant. In connection with such withholding, the Committee may make
such arrangements as are consistent with this Plan as it may deem appropriate.
8.6 Listing and Other Conditions.
(a) The issuance of any shares of Common Stock upon exercise of
an Option shall be conditioned upon such shares being listed on the New York
Stock Exchange. The Company shall have no obligation to issue any shares of
Common Stock unless and until the shares are so listed, and the right to
exercise any Option shall be suspended until such listing has been effected.
(b) If at any time counsel to the Company shall be of the
opinion that any sale or delivery of shares of Common Stock upon exercise of an
Option is or may in the circumstances be unlawful or result in the imposition of
excise taxes under the statutes, rules or regulations of any applicable
jurisdiction, the Company shall have no obligation to make such sale or
delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933 or otherwise with
respect to shares of Common Stock or Options, and the right to exercise any
Option shall be suspended until, in the opinion of such counsel, such sale or
delivery
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shall be lawful or shall not result in the imposition of excise taxes.
(c) Upon termination of any period of suspension under this
Section 8.6, any Option affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all shares available before such
suspension and as to shares which would otherwise have become available during
the period of such suspension, but no such suspension shall extend the term of
any Option.
8.7 Governing Law. This Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
8.8 Construction. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.
8.9 Liability of Committee Members. No member or former member of
the Committee shall be liable, in the absence of bad faith or willful
misconduct, for any act or omission with respect to service on the Committee.
Service on the Committee shall constitute service as a director of the Company
so that members of the Committee shall be entitled to indemnification and
reimbursement as directors of the Company pursuant to its Code of Regulations.
8.10 Other Benefits. The grant of an Option shall not be deemed
compensation for purposes of computing benefits under any retirement plan nor
affect any benefits under any other benefit plan now or hereafter in effect
under which the availability or amount of benefits is related to the level of
compensation.
8.11 Costs. The Company shall bear all expenses incurred in
administering this Plan, including expenses of issuing Common Stock upon the
exercise of Options.
8.12 Severability. If any part of this Plan shall be determined to
be invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of this Plan which shall continue
in full force and effect.
8.13 Successors. This Plan shall be binding upon and inure to the
benefit of any successor or successors of the Company.
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8.14 Headings. Article and section headings contained in this Plan
are included for convenience only and are not to be used in construing or
interpreting this Plan.
ARTICLE IX
Effective Date of Plan
9.1 Effective Date. This Plan shall be effective as of November 10,
1994, subject to approval by the Company's shareholders.
ARTICLE X
Term of Plan
10.1 Term. No Stock Option shall be granted pursuant to this Plan on
or after November 10, 2004, but Options granted prior to such date may extend
beyond that date.
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