As filed with the Securities and Exchange Commission on October 10, 1997
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
United Stationers Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3141189
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2200 East Golf Road 60016-1267
Des Plaines, Illinois (Zip Code)
(Address of Principal Executive Offices)
United Stationers Inc. Management Equity Plan
(Full title of the plan)
____________________
Otis H. Halleen
Vice President, Secretary and General Counsel
2200 East Golf Road
Des Plaines, IL 60016-1267
(Name and address of agent for service)
(847) 699-5000
(telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Proposed Proposed
maximum maximum
offering aggregate
Title of Securities Amount to be price offering price Amount of
to be registered Registered per share(1) price (1) registration fee
Common Stock $.10
par value 4,100,000 $ 39.00 $ 95,060,113 $ 28,806.09
shares
_____________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and 457(h) on the basis of the prices at
which currently outstanding options may be exercised, and the average
of the high and low prices of the Common Stock in the over-the-counter
market on October 9, 1997 as reported on NASDAQ for the balance.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-
8 will be sent or given to participating employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended. These
documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933,
as amended.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by United Stationers Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference:
A. The Company's most recent Annual report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended ("1934 Act"), which contains certified financial statements of
the Company for the fiscal year ended December 31, 1996.
B. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997.
C. The Company's Current Report on Form 8-K dated May 27, 1997.
D. The Company's Registration Statement on Form S-2 filed
October 6, 1997.
E. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the 1934 Act since December 31, 1996.
F. The description of the Common Stock which is contained in
the Company's Registration Statement on Form 8-A under the 1934 Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment which indicates that all Shares
offered hereby have been sold or which deregisters all Shares then
remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of
filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock is registered under Section 12 of the
1934 Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL")
empowers a Delaware corporation to indemnify its officers and
directors and certain other persons to the extent and under the
circumstances set forth therein. Article EIGHTH of the Restated
Certificate of Incorporation ("Certificate") of the Company, a copy of
which is filed as Exhibit 4.1 to the Company's Registration Statement
on Form S-2 filed October 2, 1997, provides for indemnification of
officers and directors of the Company and certain other persons
against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.
In addition, the DGCL permits and the Company in its Certificate
has implemented provisions which limit or eliminate the personal
liability of the directors of the Company acting in their capacities
as such to the full extent permitted by the DGCL. Article NINTH of
the Company's Certificate eliminates a director's liability to the
Company and its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for breach of the
duty of loyalty, knowing violations of law and certain other matters
specified in the DGCL and the Certificate.
The Company maintains insurance for the benefit of its directors
and officers and certain other persons insuring them against certain
liabilities, including liabilities under the securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
4. Instruments defining the rights of security holders:
(a) Restated Certificate of Incorporation as adopted January 8,
1987 and as subsequently amended March 30, 1995 (1)
(b) Certificate of Ownership and Merger merging Associated
Holdings, Inc. into Registrant (2)
(c) Restated by-laws (3)
(d) Registration Rights Agreement, dated as of April 26, 1995,
among the Registrant, United Stationers Supply Co., and
Chase Securities, Inc. (3)
(e) Amended and restated Registration Rights Agreement, dated as
of March 30, 1995, among Registrant, Wingate Partners, L.P.,
Cumberland Capital Corporation, Good Capital Co., Inc. and
certain other Company stockholders (3).
(f) Amendment No. 4 to Management Equity Plan dated as of August
19, 1997 (1)
(g) United Stationers Inc. Management Equity Plan, as amended
through August 19, 1997 (1)
5. Opinion of Otis H. Halleen, General Counsel to the Company.**
15. Acknowledgment letter of Ernst & Young LLP, independent auditors.*
23. Consents of experts and counsel:
(1) Consent of Ernst & Young LLP, independent auditors.*
(2) Consent of Arthur Andersen LLP, independent public accountants.*
(3) The consent of Otis H. Halleen is included in his opinion
included as Exhibit 5.
24. Power of Attorney is included on the signature page of this
Registration Statement
_______________
* Filed herewith
** To be filed by amendment
(1) Incorporated by reference to Registrant's Form S-2 (No. 33-
59811), as amended, initially filed with the Commission on
September 4, 1997.
(2) Incorporated by reference to Registrant's Schedule 14D-9 dated
February 21, 1995
(3) Incorporated by reference to the Company's Form S-1 (No. 33-
59811), as amended, initially filed with the Commission on June
12, 1995
ITEM 9. UNDERTAKINGS
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
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act 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.
(4) That, for purposes of determining 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 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions,
the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Plaines,
State of Illinois, on October 10, 1997.
United Stationers Inc.
By: /s/ Randall W. Larrimore
Randall W. Larrimore, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
/s/Frederick B. Hegi, Jr. Chairman of the Board of Directors October 10, 1997
Frederick B. Hegi, Jr.
/s/Randall W, Larrimore President and Chief Executive October 10, 1997
Randall W. Larrimore Officer, Director
(principal executive officer)
/s/Daniel H. Bushell Executive Vice President, October 10, 1997
Daniel H. Bushell Chief Financial Officer
(principal financial and accounting officer)
/s/Michael D. Rowsey Executive Vice President, Director October 10, 1997
Michael D. Rowsey
/s/ Daniel J. Good Director October 10, 1997
Daniel J. Good
/s/James A. Johnson Director October 10, 1997
James A. Johnson
/s/James A. Johnson Director October 10, 1997
Gary G. Miller
/s/Joel D. Spungin Director October 10, 1997
Joel D. Spungin
Exhibit 15.0
October 9, 1997
The Board of Directors
United Stationers Inc.
We are aware of the incorporation by reference in the
Registration Statement (Form S-8) of United Stationers Inc.
for the registration of 4,100,000 shares of its common stock
of our reports dated April 17, 1997 and July 25, 1997
relating to the unaudited condensed consolidated interim
financial statements of United Stationers Inc. that are
included in its Forms 10-Q for the quarters ended March 31,
1997 and June 30, 1997.
/s/ Ernst & Young LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the captions
"Experts" and "Selected Consolidated Financial Data" in the
Registration Statement (Form S-2 No. 333-34937) of the
United Stationers Inc. (the "Company") filed October 6, 1997
with the Securities and Exchange Commission and to the
incorporation by reference thereof in the Registration
Statement (Form S-8) of the Company dated October 10, 1997,
pertaining to the United Stationers Inc. Management Equity
Plan. We also consent to the incorporation by reference
therein f our reports dated January 28, 1997, with respect
to the consolidated financial statements and schedule of the
Company as of and for each of the years ended December 31,
1996 and 1995, and dated June 27, 1995, with respect to the
consolidated financial statements and schedule of United
Stationers Inc. (prior to its merger with Associated
Holdings, Inc.) for the seven months ended March 30, 1995
which are included in the Company's Annual Report (Form 10-
K) for the year ended December 31, 1996 and the Company's
Registration Statement (Form S-2 No. 333-34937), both filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
October 9, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
a) our report dated October 6, 1994 with respect to the
consolidated financial statements of United Stationers Inc.
for the year ended August 31, 1994 and b) our report dated
January 23, 1995 with respect to the consolidated financial
statement of Associated Holdings, Inc. for the year ended
December 31, 1994, both included in United Stationers Inc.'s
Form 10K for the year ended December 31, 1996, and to all
references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
October 10, 1997
