Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDERAL PAPER BOARD COMPANY, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 22-0904830
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
75 CHESTNUT RIDGE ROAD
MONTVALE, NEW JERSEY 07645
(Address of Principal Executive Offices) (Zip Code)
1992 KEY EMPLOYEES STOCK OPTION PLAN
(Full title of the plan)
______________
QUENTIN J. KENNEDY
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EXECUTIVE VICE PRESIDENT, SECRETARY
AND TREASURER
FEDERAL PAPER BOARD COMPANY, INC.
75 CHESTNUT RIDGE ROAD
MONTVALE, NEW JERSEY 07645
(201) 391-1776
(Name, address and telephone number of agent for service)
Copy to:
MAUREEN S. BRUNDAGE, ESQ.
WHITE & CASE
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
______________
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE PRICE
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Common Stock, par value 1,500,000 $39.44(1) $59,160,000.00(1) $20,400.00
$5.00 per share shares
(1) Estimated solely for the purpose of calculating the registration fee. Such estimate has been calculated pursuant to Rule
457(h) under the Securities Act of 1933, as amended, based on the average of the high and low sales price of the Common
Stock as reported on New York Stock Exchange on September 29, 1995.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
On June 22, 1992, Federal Paper Board Company, Inc. (the
"Registrant") filed a Registration Statement on Form S-8 (File No. 33-48654)
(the "1992 Registration Statement") with the Securities and Exchange
Commission (the "Commission") to register 1,500,000 shares of common stock,
$5.00 par value per share (the "Common Stock"), of the Registrant to be issued
pursuant to the terms and conditions of the Registrant's 1992 Key Employees
Stock Option Plan (the "Plan").
Pursuant to General Instruction E of Form S-8, the Registrant hereby
files this registration statement on Form S-8 (this "Registration Statement")
with the Commission in order to register 1,500,000 additional shares of Common
Stock to be issued pursuant to the terms and conditions of the Plan.
The contents of the 1992 Registration Statement are hereby
incorporated by reference in their entirety into this Registration Statement
with the exception of Item 6 and Item 8 thereof which are restated in their
entirety as follows:
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended Articles of Incorporation provide that the
Registrant shall, to the fullest extent permitted from time to time by law,
indemnify its directors and officers against all liabilities and expenses in
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any suit or proceeding, whether civil, criminal, administrative or
investigative, and whether or not brought by or on behalf of the Registrant,
including all appeals therefrom, arising out of their status as such or their
activities in any of the foregoing capacities, unless the activities of the
person to be indemnified were at the time taken known or believed by him to be
clearly in conflict with the best interests of the Registrant. The Amended
Articles of Incorporation also provide that the Registrant shall likewise and
to the same extent indemnify any person who, at the request of the Registrant,
is or was serving as a director, officer, partner, trustee, employee or agent
of another foreign or domestic corporation, partnership, joint venture, trust
or other enterprise or as a trustee or administrator under any employee
benefit plan. Pursuant to the Amended Articles of Incorporation, the right to
be indemnified pursuant thereto includes, without limitation, the right of a
director or officer to be paid expenses in advance of the final disposition of
any proceeding upon receipt of an undertaking to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified
thereunder. Any person entitled to indemnification under the Amended Articles
of Incorporation shall also be paid reasonable costs, expenses and attorneys'
fees (including expenses) in connection with the enforcement of rights to the
indemnification granted thereunder. The Amended Articles of Incorporation
also provide that the rights of indemnification granted pursuant thereto are
not exclusive of any other rights to which those seeking indemnification may
be entitled and shall not be limited by the provisions of Section 55-8-51 of
the General Statutes of North Carolina and any successor statute.
Pursuant to the General Statutes of North Carolina, a corporation
may indemnify an individual director made a party to a proceeding because the
individual is or was a director against liability incurred in the proceeding
if (i) the director conducted himself in good faith and (ii) he reasonably
believed that his conduct in his official capacity was in the best interests
of the corporation and that his conduct in all other capacities was not
opposed to the best interests of the corporation, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a director under this section in
connection with a proceeding in which the director was adjudged liable to the
corporation or in connection with any other proceeding charging improper
personal benefit to him in which he was held liable because he received an
improper personal benefit. Pursuant to the General Statutes of North
Carolina, expenses incurred by a director in defending a proceeding may be
paid by the corporation in advance upon receipt of an undertaking by or on
behalf of a director to repay such amount if it is determined that he is not
entitled to indemnification. Unless limited by the articles of incorporation,
a corporation shall indemnify a director who is wholly successful, on the
merits or otherwise, in any proceeding in which he was a defendant because he
was a director of the corporation against the reasonable expenses incurred by
him in connection with the proceeding. A corporation may purchase insurance
on behalf of directors, officers, employees, or agents of the corporation
against liability arising from his status as a director, officer, employee, or
agent whether or not the corporation has the power to indemnify such person
against the same liability under any provisions of the General Statements of
North Carolina.
The Registrant and its directors and officers in their capacities as
such are insured against liability for wrongful acts (to the extent defined)
under an insurance policy providing aggregate coverage in the amount of
$50,000,000 per policy year.
ITEM 8. EXHIBITS.
4.1 Amended articles of incorporation of the Registrant as amended as of
January 18, 1994 (filed as Exhibits 3.1 and 3.2 to Form 8-B
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Registration of Securities of Certain Successor Issuers dated August
19, 1994 and incorporated herein by reference).
4.2 Current bylaws of the Registrant (filed as Exhibit 3.3 to Form 8-B
Registration of Securities of Certain Successor Issuers dated August
19, 1994 and incorporated herein by reference).
5 Opinion of Maupin Taylor Ellis & Adams, P.A., counsel to the
Registrant, dated October 3, 1995, with respect to the legality of
the Common Stock being registered.
23.1 Consent of Deloitte & Touche LLP, dated October 3, 1995.
23.2 Consent of Maupin Taylor Ellis & Adams, P.A. (included in Exhibit 5
to this Registration Statement).
24 Powers of Attorney.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Township of Montvale, State of New Jersey,
on this 3rd day of October, 1995.
FEDERAL PAPER BOARD COMPANY, INC.
(Registrant)
By /s/ Quentin J. Kennedy
Name: Quentin J. Kennedy
Title: Director, Executive Vice President,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons,
or by his duly authorized attorney-in-fact, in the capacities indicated and on
the date indicated.
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Signature Title Date
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* Director, President and Chief October 3, 1995
(John R. Kennedy) Executive Officer
(Principal Executive Officer)
/s/ Quentin J. Kennedy Director, Executive Vice October 3, 1995
(Quentin J. Kennedy) President, Secretary and
Treasurer (Principal Financial
Officer)
/s/ Roger L. Sanders, II Vice President and Controller October 3 1995
(Roger L. Sanders, II) (Principal Accounting Officer)
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* Director and Senior Vice October 3, 1995
(Robert D. Baldwin) President
* Director and Senior Vice October 3, 1995
(W. Mark Massey, Jr.) President
* Director October 3, 1995
(Thomas L. Cassidy)
* Director October 3, 1995
(W. Ran Clerihue)
* Director October 3, 1995
(James T. Flynn)
* Director October 3, 1995
(Edmund J. Kelly)
* Director October 3, 1995
(John L. Kelsey)
*By /s/ Quentin J. Kennedy October 3, 1995
(Quentin J. Kennedy,
Attorney-in-fact)
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EXHIBIT INDEX
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EXHIBIT NO.
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4.1 Amended articles of incorporation of the Registrant as amended as of January 18, 1994 (filed as Exhibits 3.1 and
3.2 to Form 8-B Registration of Securities of Certain Successor Issuers dated August 19, 1994 and incorporated
herein by reference).
4.2 Current bylaws of the Registrant (filed as Exhibit 3.3 to Form 8-B Registration of Securities of Certain
Successor Issuers dated August 19, 1994 and incorporated herein by reference).
5 Opinion of Maupin Taylor Ellis & Adams, P.A., counsel to the Registrant, dated October 3, 1995, with respect to
the legality of the Common Stock being registered.
23.1 Consent of Deloitte & Touche LLP, dated October 3, 1995.
23.2 Consent of Maupin Taylor Ellis & Adams, P.A. (included in Exhibit 5 to this Registration Statement).
24 Powers of Attorney.
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EXHIBIT 5
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October 3, 1995
Federal Paper Board Company, Inc.
75 Chestnut Ridge Road
Montvale, New Jersey 07645
re Federal Paper Board Company, Inc.
1,500,000 Shares of Common Stock
Our File No. 8961.010
Dear Sirs:
We are familiar with the proceedings taken and proposed to be taken by
Federal Paper Board Company, Inc., a North Carolina corporation (the
"Company"), in connection with the registration, pursuant to the Registration
Statement on Form S-8 (the "Registration Statement") filed by the Company
under the Securities Act of 1933, as amended, of 1,500,000 additional shares
of its Common Stock, $5.00 par value (the "Common Stock"), issuable pursuant
to the Company's 1992 Key Employees Stock Option Plan (the "Plan").
We have examined such documents, certificates, records, authorizations
and proceedings and have made such investigations as we have deemed necessary
or appropriate in order to give the opinion expressed herein.
Based on the foregoing, it is our opinion that the 1,500,000 shares of
Common Stock referred to above have been duly authorized and reserved for
issuance by the Company and, when issued pursuant to the exercise of stock
options granted under the Plan and payment of the option price thereof as
described in the Plan, such shares will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Maupin Taylor Ellis & Adams, P.A.
MAUPIN TAYLOR ELLIS & ADAMS, P.A.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Federal Paper Board Company, Inc. on Form S-8 of our reports dated February 3,
1995 (which express an unqualified opinion and include an explanatory
paragraph relating to changes in the method of accounting for income taxes and
in the method of accounting for postretirement benefits other than pensions)
appearing in and incorporated by reference in the Annual Report on Form 10-K
<PAGE>
of Federal Paper Board Company, Inc. for the fiscal year ended December 31,
1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Parsippany, New Jersey 07054
September 29, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II,
his true and lawful attorneys-in-fact, with full power in each to act without
the other and with full power of substitution and resubstitution, to sign in
the name of such person a Registration Statement of FEDERAL PAPER BOARD
COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000
additional shares of the Corporation's common stock issued from time to time
in connection with the Corporation's 1992 Key Employees Stock Option Plan and
all amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.
Dated: August 15, 1995
/s/ John R. Kennedy
John R. Kennedy
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II,
his true and lawful attorneys-in-fact, with full power in each to act without
the other and with full power of substitution and resubstitution, to sign in
the name of such person a Registration Statement of FEDERAL PAPER BOARD
COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000
additional shares of the Corporation's common stock issued from time to time
in connection with the Corporation's 1992 Key Employees Stock Option Plan and
all amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.
Dated: August 15, 1995
/s/ Robert D. Baldwin
Robert D. Baldwin
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II,
his true and lawful attorneys-in-fact, with full power in each to act without
the other and with full power of substitution and resubstitution, to sign in
the name of such person a Registration Statement of FEDERAL PAPER BOARD
COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000
additional shares of the Corporation's common stock issued from time to time
in connection with the Corporation's 1992 Key Employees Stock Option Plan and
all amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.
Dated: August 15, 1995
/s/ W. Mark Massey, Jr.
W. Mark Massey, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II,
his true and lawful attorneys-in-fact, with full power in each to act without
the other and with full power of substitution and resubstitution, to sign in
the name of such person a Registration Statement of FEDERAL PAPER BOARD
COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000
additional shares of the Corporation's common stock issued from time to time
in connection with the Corporation's 1992 Key Employees Stock Option Plan and
all amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.
Dated: August 15, 1995
/s/ Thomas L. Cassidy
Thomas L. Cassidy
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II,
his true and lawful attorneys-in-fact, with full power in each to act without
the other and with full power of substitution and resubstitution, to sign in
the name of such person a Registration Statement of FEDERAL PAPER BOARD
COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000
additional shares of the Corporation's common stock issued from time to time
in connection with the Corporation's 1992 Key Employees Stock Option Plan and
all amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.
<PAGE>
Dated: August 15, 1995
/s/ W. Ran Clerihue
W. Ran Clerihue
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II,
his true and lawful attorneys-in-fact, with full power in each to act without
the other and with full power of substitution and resubstitution, to sign in
the name of such person a Registration Statement of FEDERAL PAPER BOARD
COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000
additional shares of the Corporation's common stock issued from time to time
in connection with the Corporation's 1992 Key Employees Stock Option Plan and
all amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.
Dated: August 15, 1995
/s/ James T. Flynn
James T. Flynn
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II,
his true and lawful attorneys-in-fact, with full power in each to act without
the other and with full power of substitution and resubstitution, to sign in
the name of such person a Registration Statement of FEDERAL PAPER BOARD
COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000
additional shares of the Corporation's common stock issued from time to time
in connection with the Corporation's 1992 Key Employees Stock Option Plan and
all amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.
Dated: August 15, 1995
/s/ Edmund J. Kelly
Edmund J. Kelly
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints QUENTIN J. KENNEDY and ROGER L. SANDERS, II,
his true and lawful attorneys-in-fact, with full power in each to act without
the other and with full power of substitution and resubstitution, to sign in
the name of such person a Registration Statement of FEDERAL PAPER BOARD
<PAGE>
COMPANY, INC., on Form S-8 relating to the registration of up to 1,500,000
additional shares of the Corporation's common stock issued from time to time
in connection with the Corporation's 1992 Key Employees Stock Option Plan and
all amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.
Dated: August 15, 1995
/s/ John L. Kelsey
John L. Kelsey
