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Registration No. 33-24858
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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P. H. GLATFELTER COMPANY
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(Exact name of issuer as specified in its charter)
Pennsylvania 23-0628360
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Spring Grove, Pennsylvania 17362
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(Address of Principal Executive Offices) (Zip Code)
P. H. Glatfelter Company
Employee Stock Purchase Plan
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(Full title of the plan)
Robert S. Wood, Secretary
228 S. Main Street
Spring Grove, PA 17362
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(Name and address of agent for service)
(717) 225-4711
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(Telephone number, including area code, of agent for service)
Copies to:
Morris Cheston, Jr., Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street - 51st Floor
Philadelphia, Pennsylvania 19103
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The Board of Directors of P. H. Glatfelter Company (the "Company")
adopted the Company's Employee Stock Purchase Plan (the "Plan") on September 28,
1988 and the Plan became effective on January 1, 1989. The Board of Directors
amended the Plan on March 22, 1989, September 27, 1989, March 25, 1992 and June
24, 1992.
On October 13, 1988, the Company filed Registration Statement No. 33-
24858 on Form S-8 (the "Registration Statement") to register 500,000 shares of
common stock, par value $.01 per share, of the Company (the "Common Stock"),
such shares constituting all of the shares available for issuance under the
Plan, and an indeterminate amount of interests in the Plan. On October 27,
1989, the Company filed a Post-Effective Amendment No. 1 to the Registration
Statement. No additional shares of the Common Stock were registered pursuant to
the Post-Effective Amendment No. 1 to the Registration Statement.
On April 22, 1992, the Company's shareholders adopted an amendment to
the Company's Articles of Incorporation, as amended and restated, increasing the
authorized shares of Common Stock of the Company from 60,000,000 shares, par
value $.01 per share, to 120,000,000 shares, par value $.01 per share, and the
Company effected a two-for-one split of the Common Stock. Articles of Amendment
were filed with the Department of State of the Commonwealth of Pennsylvania and
became effective on April 22, 1992. Pursuant to Rule 416 under the Securities
Act of 1933, the Registration Statement was deemed to cover an additional
500,000 shares of Common Stock issuable pursuant to the anti-dilution provisions
of the Plan, or a total of 1,000,000 shares.
On April 26, 1995, the Board of Directors of the Company approved an
action to terminate the Plan effective September 30, 1995. As of the effective
time of the termination of the Plan, 827,437 shares of the 1,000,000 shares of
Common Stock available for issuance under the Plan (as adjusted for the two-for-
one split) had been issued and sold.
Accordingly, the Company hereby deregisters a total of 172,563 shares
of Common Stock, which amount constitutes all of the shares of Common Stock
available for issuance under the Plan which remained unsold at the termination
of the Plan.
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SIGNATURES
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The Registrant. Pursuant to the requirements of the Securities Act of
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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
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Spring
Grove, Commonwealth of Pennsylvania, on the date written below.
P. H. GLATFELTER COMPANY
October 7, 1997 By: /s/ R. P. Newcomer
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R. P. Newcomer
Senior Vice
President and
Chief Financial
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.
Signature Title Date
- --------- ----- ----
/s/ T. C. Norris Chairman, President, October 7, 1997
- ------------------------- Chief Executive
T. C. Norris Officer and Director
/s/ G. H. Glatfelter II Senior Vice President October 7, 1997
- ------------------------ and Director
G. H. Glatfelter II
/s/ R. P. Newcomer Senior Vice President October 7, 1997
- ------------------------ and Chief Financial
R. P. Newcomer Officer
3
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/s/ C. M. Smith Comptroller October 7, 1997
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C. M. Smith
/s/ R. E. Chappell Director October 7, 1997
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R. E. Chappell
/s/ N. DeBenedictis Director October 7, 1997
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N. DeBenedictis
/s/ G. H. Glatfelter Director October 7, 1997
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G. H. Glatfelter
/s/ R. S. Hillas Director October 7, 1997
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R. S. Hillas
/s/ M. A. Johnson II Director October 7, 1997
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M. A. Johnson II
/s/ R. W. Kelso Director October 7, 1997
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R. W. Kelso
/s/ P. R. Roedel Director October 7, 1997
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P. R. Roedel
/s/ J. M. Sanzo Director October 7, 1997
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J. M. Sanzo
/s/ R. L. Smoot Director October 7, 1997
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R. L. Smoot
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
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the trustees (or other persons who administer the employee benefit plan) have
duly caused this Post-Effective Amendment No. 2 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Spring Grove, Commonwealth of Pennsylvania, on the date written below.
October 7, 1997 P. H. GLATFELTER COMPANY
EMPLOYEE STOCK PURCHASE PLAN
By:/s/ R. P. Newcomer
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R. P. Newcomer
Chairman
Employee Benefit Committee
