As filed with the Securities and Exchange Commission on May 5, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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GENERAL BINDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-0887470
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
ONE GBC PLAZA
NORTHBROOK, ILLINOIS 60062
(Address, including zip code of registrant's principal executive office)
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GENERAL BINDING CORPORATION
1989 STOCK OPTION PLAN
(Full title of the plan)
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STEVEN RUBIN, ESQ.
GENERAL BINDING CORPORATION
ONE GBC PLAZA
NORTHBROOK, ILLINOIS 60062
(847) 272-3700
(Name, address and telephone number, including area code, of agent for service)
Copies to:
THOMAS P. DESMOND, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
(312) 609-7500
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered(1) Offering Price Per Share(2) Aggregate Offering Price(2) Registration Fee(3)
- ---------------- ---------------- --------------------------- --------------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.125 per share 297,275 $20.25 $6,019,818.75 $1,673.51
===================================================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the General Binding Corporation 1989 Stock Option Plan (the "Plan") as the
result of further stock splits, stock dividends or similar adjustments of
the outstanding Common Stock pursuant to Rule 416(a).
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, the
proposed maximum offering price per share and the registration fee have been
estimated based on the average of the high and low sales prices for the
Common Stock as reported by the Nasdaq National Market on May 3, 1999.
(3) An aggregate of 475,975 shares are being carried forward from those shares
previously registered by Registration Statements on Form S-8 (File No.
33-33282). A registration fee of $2,997.10 was paid with respect to the
shares being carried forward from that filing. The previously registered
shares being carried forward together with the shares being registered
hereby represent the total number of shares reserved for issuance pursuant
to the Plan.
-----------------------------
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
document containing the information required by Part I of this Registration
Statement on Form S-8 also relates to the Registrant's shares of Common Stock
previously registered on a Registration Statement on Form S-8 (File No.
33-33282).
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement relates to the registration of 297,275
additional shares of Common Stock, $.125 par value per share, of General Binding
Corporation (the "Registrant") reserved for issuance and delivery under the
General Binding Corporation 1989 Stock Option Plan, as amended (the "Plan"). The
increase in the number of shares authorized to be issued under the Plan was
approved by the Registrant's stockholders on May 14, 1996. Pursuant to a Form
S-8 Registration Statement filed by the Registrant on January 31, 1990, the
Registrant has previously registered an aggregate of 1,050,000 shares of Common
of which 475,975 shares remain available for issuance under the Plan. The
contents of that Form S-8 Registration Statement (File No. 33-33282) are
incorporated herein by reference pursuant to General Instruction E for the Form
S-8.
The document containing the information required by this section,
which also relates to the shares remaining available which were previously
registered under the above-referenced Registration Statement, will be given to
those persons who participate in the Plan, all of whom are employees of the
Registrant and its subsidiaries. Such documents are not required to be filed
with the Commission as a part of the Registration Statement or as an Exhibit.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission(the "Commission") by the Registrant are incorporated in this
Registration Statement by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1998 (File No.
0-02604); and
(b) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A, dated May 1, 1967 (File No. 0-02604).
All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, 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
are incorporated by reference in this Registration Statement and are 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 other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of
Delaware. The Registrant's Restated Certificate of Incorporation, as amended
(the "Charter"), provides that the Registrant shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed proceeding, whether civil, criminal, administrative or investigative
by reason of the fact that such person is or was a director, officer, employee
or agent of the Registrant, or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fees and amounts paid in settlement actually and reasonably
incurred by such person in connection with such proceeding if such person acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The Charter provides that, in the case of a suit by or in the right of
the Registrant, no indemnification shall be provided in respect of any claim,
issue or matter as to which the person to be indemnified shall have been
adjudged to be liable for negligence or misconduct in the performance of such
person's duty to the Registrant, unless the Court of Chancery of the State of
Delaware, or the court in which the action or suit was brought, shall determine
that, despite such negligence or misconduct, such person is fairly and
reasonably entitled to be indemnified for such expenses as such court shall deem
proper.
The Charter provides that the Registrant may advance the expenses
incurred in defending a proceeding prior to the final disposition of such
proceeding upon receipt of an undertaking by the person to be indemnified to
repay such amounts if it is ultimately determined that the person receiving such
advancement of expenses is not entitled to be indemnified by the Registrant.
2
<PAGE>
The Charter provides that no director shall be liable for monetary
damages for breach of fiduciary duty for any act or omission except with respect
to (i) any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law ("DGCL"), or (iv) any transaction from
which the director derived an improper personal benefit.
Section 145 of the DGCL authorizes indemnification by the Registrant
of officers and directors and others under the circumstances provided in the
Charter described above, and requires such indemnification for expenses actually
and reasonably incurred to the extent a director or officer is successful in the
defense of any proceeding, or any claim, issue or matter therein.
The Charter permits the Registrant to, and the Registrant has,
purchased insurance on behalf of the officers and directors of the Registrant
and its subsidiaries which purports to insure such persons against certain
liabilities incurred by them in the discharge of their function as such officers
and directors. In addition, the Registrant has purchased insurance which
purports to insure the Registrant against certain costs of indemnification which
may be incurred by it pursuant to the provisions of the Charter.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of General Binding
Corporation, as amended (incorporated by reference to Exhibit
3.1 to Registrant's Registration Statement on Form S-4,
Registration No. 333- 59819).
4.2 Amended and Restated By-Laws of General Binding Corporation
(incorporated by reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-4, Registration No.
333-59819).
4.3 General Binding Corporation 1989 Stock Option Plan, as amended
(incorporated by reference to Exhibit A to Registrant's Proxy
Statement, dated April 8, 1996, relating to the 1996 Annual
Meeting of Stockholders, File No. 0-02604).
5 Opinion of Steven Rubin regarding the legality of the Common
Stock, par value $.125 per share, to be issued upon exercise
of options issued under the Plan.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Steven Rubin (included in Exhibit 5).
24 Powers of Attorney (included on the signature pages of the
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 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
set forth 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
<PAGE>
(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 undersigned 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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) 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
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 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 policy as expressed in the Act and will be governed
by the final adjudication of such issue.
4
<PAGE>
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 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 Northbrook, State of Illinois, on this 5th day
of May, 1999.
General Binding Corporation
By: /s/ Govi C. Reddy
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Govi C. Reddy
President and Chief Executive
Officer
By: /s/ William R. Chambers, Jr.
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William R. Chambers, Jr.
Vice President and Chief Financial
Officer
We, the undersigned officers and directors of General Binding
Corporation, and each of us, do hereby constitute and appoint each and any of
Govi C. Reddy and Steven Rubin our true and lawful attorney and agent, with full
power of substitution and resubstitution, to do any and all acts and things in
our name and behalf in any and all capacities and to execute any and all
instruments for us in our names in any and all capacities, which attorney and
agent may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that said attorney and agent, or
his substitute, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities on the 5th day of May, 1999.
Name Title
---- -----
/s/ William N. Lane
- ---------------------------- Chairman of the Board and Director
William N. Lane III
/s/ Govi C. Reddy
- ---------------------------- President, Chief Executive Officer and
Govi C. Reddy Director(principal executive officer)
/s/ William R. Chambers, Jr.
- ---------------------------- Vice President and Chief Financial Officer
William R. Chambers, Jr. (principal financial and accounting officer)
/s/ Richard V. De Schutter
- ---------------------------- Director
Richard V. De Schutter
/s/ Theodore Dimitriou
- ---------------------------- Director
Theodore Dimitriou
- ---------------------------- Director
Rudolph Grua
/s/ Thomas G. Kalebic
- ---------------------------- Director
Thomas V. Kalebic
5
<PAGE>
Name Title
---- -----
/s/ James A. Miller
- ---------------------------- Director
James A. Miller
/s/ Arthur C. Nielsen, Jr.
- ---------------------------- Director
Arthur C. Nielsen, Jr.
/s/ Warren R. Rothwell
- ---------------------------- Director
Warren R. Rothwell
/s/ Robert J. Stucker
- ---------------------------- Director
Robert J. Stucker
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4.1 Restated Certificate of Incorporation of General Binding Corporation,
as amended (incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-4, Registration No. 333-59819).
4.2 Amended and Restated By-Laws of General Binding Corporation
(incorporated by reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-4, Registration No. 333-59819).
4.3 General Binding Corporation 1989 Stock Option Plan, as amended
(incorporated by reference to Exhibit A to Registrant's Proxy
Statement, dated April 8, 1996, relating to the 1996 Annual Meeting
of Stockholders, File No. 0-02604).
5 Opinion of Steven Rubin regarding the legality of the Common Stock,
par value $.125 per share, to be issued upon exercise of options
issued under the Plan.
23.1 Consent of Arthur Anderson LLP.
23.2 Consent of Steven Rubin (included in Exhibit 5).
24 Powers of Attorney (included on the signature pages of the
Registration Statement).
7
EXHIBIT 5
May 5, 1999
General Binding Corporation
One GBC Plaza
Northbrook, Illinois 60062
Ladies and Gentlemen:
I am General Counsel of General Binding Corporation, a Delaware
corporation (the "Company") and as such have acted as counsel to you in
connection with the Registration Statement on Form S-8 under the Securities Act
of 1933, as amended, to be filed with the Securities and Exchange Commission
which covers 297,275 shares of Common Stock, $.125 par value, of the Company
(the "Shares") offered upon exercise of options under the Company's 1989 Stock
Option Plan (the "Plan").
I have examined the Registration Statement and such documents and
records of the Company and other documents as I have deemed necessary for the
purpose of this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and legally existing
under the laws of the State of Delaware.
2. The Company has taken all action necessary to authorize (i) the
Plan, (ii) the granting of options pursuant to the Plan, and (iii) the issuance
of the Shares in accordance with the Plan and upon the exercise of options
granted pursuant to them.
3. The Shares that will be issued in accordance with the Plan and
upon the exercise of options granted pursuant to the Plan, upon such issuance
will constitute legally issued, fully paid and non-assessable Shares.
I hereby consent to the filling of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Steve Rubin
Steve Rubin
Vice President,
Secretary and General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
General Binding Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 4, 1999
included in General Binding Corporation's Form 10-K for the year ended December
31, 1998 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
May 4, 1999
