As filed with the Securities and Exchange Commission on August 15, 2000
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
STOCK OPTION AGREEMENT
(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
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share(2) Offering Price(2) Fee(3)
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Common Stock,
par value
$.125 per share 75,000 $7.813 $585,975 $154.70
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(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 Stock Option Agreement with James A. Miller
(the "Agreement") 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 based on the price at which the option may be exercised.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement relates to the registration of 75,000 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 Stock Option Agreement with James A. Miller (the "Agreement").
The document containing the information required by this section will be
given to James A. Miller, who is the only person subject to the Agreement and
eligible to exercise the options granted pursuant thereto. Such document is 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, 1999 (File
No. 0-02604);
(b) Quarterly Report on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000 (File No. 0-02604); and
(c) 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.
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<PAGE>
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.
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 Restated By-Laws of General Binding Corporation (incorporated by
reference to Exhibit 3.(ii) to Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, File No. 0-02604).
4.3 General Binding Corporation Stock Option Agreement with James A.
Miller (incorporated by reference to Exhibit 10.(iii)(a) to
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2000, File No. 0-02694).
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).
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<PAGE>
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) 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.
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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 11th day of
August, 2000.
General Binding Corporation
By:/s/Govi C. Reddy
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Govi C. Reddy
President and Chief Executive Officer
By:/s/Terry G. Westbrook
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Terry G. Westbrook
Senior 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 this 11th day of August, 2000.
Name Title
---- -----
/s/James A. Miller Chairman of the Board and Director
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James A. Miller
/s/Govi C. Reddy President, Chief Executive Officer and Director
----------------------------- (principal executive officer)
Govi C. Reddy
/s/Terry G. Westbrook Senior Vice President and Chief Financial Officer
----------------------------- (principal financial and accounting officer)
Terry G. Westbrook
/s/George V. Bayly Director
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George V. Bayly
/s/Richard U. De Schutter Director
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Richard U. De Schutter
/s/Theodore Dimitriou
----------------------------- Director
Theodore Dimitriou
/s/Jeffrey P. Lane Director
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Jeffrey P. Lane
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Name Title
---- -----
/s/Nelson P. Lane Director
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Nelson P. Lane
/s/Arthur C. Nielsen, Jr. Director
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Arthur C. Nielsen, Jr.
/s/Warren R. Rothwell Director
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Warren R. Rothwell
/s/Forrest M. Schneider Director
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Forrest M. Schneider
/s/Robert J. Stucker Director
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Robert J. Stucker
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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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 Restated By-Laws of General Binding Corporation (incorporated by
reference to Exhibit 3.(ii) to Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, File No. 0-02604).
4.3 General Binding Corporation Stock Option Agreement with James A.
Miller (incorporated by reference to Exhibit 10.(iii)(a) to
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2000, 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).
7
