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Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
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
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Spring Grove, Pennsylvania 17362
- --------------------------------------- -------------
(Address of Principal Executive Offices) (Zip Code)
P. H. Glatfelter Company
401(k) Savings Plan
------------------------
(Full title of the plan)
Robert S. Wood, Secretary
228 S. Main Street
Spring Grove, PA 17362
-----------------------
(Name and address of agent for service)
(717) 225-4711
---------------------------------------------------------------
(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
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 1,274,697 $15.69 $20,000,000 $6,061
- -------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement shall be deemed to cover an indeterminate number of additional
shares of Common Stock issuable in the event the number of outstanding
shares of the Company is increased by split-up, reclassification, stock
dividend and the like.
(2) Estimated solely for the purpose of computing the registration fee. In
accordance with Securities and Exchange Commission Rule 457(c), the price
shown is based on the average of the high and low price per share of Common
Stock of the Company on April 30, 1997, $15.69, as traded on the American
Stock Exchange.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to be included in
Part I of this Registration Statement will be given or sent to all persons who
are eligible to participate in the P.H. Glatfelter 401(k) Savings Plan (the
"Plan").
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 pursuant to the Securities Exchange Act of 1934 by P. H. Glatfelter
Company (the "Company") (File No. 1-3560) are incorporated herein by reference:
(a) The Annual Report of the Company on Form 10-K for the year
ended December 31, 1996.
(b) Current reports on Form 8-K dated February 7, 1997 and
February 18, 1997.
Each document filed by the Company subsequent to the date hereof
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, 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, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such document.
3
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Item 4.- DESCRIPTION OF SECURITIES
-------------------------
Common Stock
- ------------
Holders of Common Stock, $.01 par value, are entitled to one vote per
share and to vote cumulatively for directors. Therefore, each shareholder is
entitled to cast as many votes in the election of directors as shall be equal to
the number of shares of Common Stock held by such shareholder on the record
date, multiplied by the number of directors to be elected. Under the Company's
Bylaws, the directors are divided into three classes, two classes consisting of
four directors each and one class consisting of five directors. As a result of
the classified Board, a shareholder will need to own a greater number of shares
in order to be assured of electing a director than would be necessary if the
Board were not classified. Holders of Common Stock do not have pre-emptive
rights.
The Common Stock is junior in all respects to the Company's Preferred
Stock, par value $50. The Common Stock is entitled to dividends as declared by
the Board of Directors and may be repurchased by the Company, subject to the
satisfaction of dividend and sinking fund requirements with respect to
outstanding Preferred Stock. There are currently no outstanding shares of
Preferred Stock.
The Transfer Agent and Registrar for the Common Stock is currently
American Stock Transfer & Trust Company. The Common Stock of the Company is
currently traded on the American Stock Exchange.
On May 5, 1997, there were 120,000,000 authorized shares of Common
Stock of the Company and 42,284,856 outstanding shares of Common Stock.
Item 5.- INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
Item 6.- INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
See Section 2.11 and Sections 3.1 through 3.7 of the Company's Bylaws
and Section 1713 and Sections 1741 through 1750 of the Pennsylvania Business
Corporation Law of 1988.
The Company's Bylaws include a provision to eliminate the personal
liability of its directors for monetary damages for breach or alleged breach of
their duty of care to the full extent permitted by Pennsylvania law. In
addition, the Company's Bylaws provide that the Company shall indemnify its
directors and officers to the full extent permitted by Pennsylvania law.
4
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The Company has insurance coverage for losses by any person who is or
hereafter may be a director or officer of the Company arising from claims
against that person for any wrongful act (subject to certain exceptions) in his
capacity as a director or officer of the Company. The policy also provides for
reimbursement to the Company for indemnification given by the Company, pursuant
to common or statutory law or its Articles of Incorporation or Bylaws to any
such person arising from any such claim. The policy's coverage is limited to a
maximum of $20,000,000 for each loss and each policy year and there is a
deductible of $1,500,000 for the Company.
Item 7.- EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
Item 8.- EXHIBITS
--------
4.1 Specimen copy of Common Stock Certificate (incorporated by reference
to Exhibit 4 to the Company's Registration Statement on Form S-8, Reg.
No. 33-54409)
4.2 Articles of Incorporation as amended by resolution adopted February 9,
1994 (incorporated by reference to Exhibit 3(c) to the Company's Form
10-K for the year ended December 31, 1993)
4.3 P. H. Glatfelter Company 401(k) Savings Plan (incorporated by
reference to Exhibit 4.3 to the Company's Registration Statement on
Form S-8, Reg. No. 33-62331)
4.4 Amendment No. 1 to the P.H. Glatfelter Company 401(k) Savings Plan
dated May 5, 1997.
5 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5)
24 Power of Attorney (included on signature page)
The Company has submitted the Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made all changes
required by the IRS in order to qualify the Plan.
5
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Item 9.- UNDERTAKINGS
------------
A. Rule 415 Offering
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:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement.
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference 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
6
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the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from any registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents By Reference
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
C. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8
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 public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
7
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SIGNATURES
----------
The Registrant. 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 Spring Grove, Commonwealth of Pennsylvania, on
May 5, 1997.
P. H. GLATFELTER COMPANY
May 6, 1997 By: /s/ R. P. Newcomer
---------------------
R. P. Newcomer
Senior Vice President,
Treasurer and Chief
Financial Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. P. Newcomer and R. S. Wood and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
8
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ T. C. Norris Chairman, President, May 6, 1997
- ------------------------- Chief Executive
T. C. Norris Officer and Director
/s/ G. H. Glatfelter II Senior Vice President May 6, 1997
- ------------------------- and Director
G. H. Glatfelter II
/s/ R. P. Newcomer Senior Vice President, May 6, 1997
- ------------------------- Treasurer and Chief
R. P. Newcomer Financial Officer
/s/ C. M. Smith Comptroller May 6, 1997
- -------------------------
C. M. Smith
/s/ R. E. Chappell Director May 6, 1997
- -------------------------
R. E. Chappell
/s/ N. DeBenedictis Director May 6, 1997
- -------------------------
N. DeBenedictis
/s/ G. H. Glatfelter Director May 6, 1997
- -------------------------
G. H. Glatfelter
/s/ R. S. Hillas Director May 6, 1997
- -------------------------
R. S. Hillas
/s/ M. A. Johnson II Director May 6, 1997
- -------------------------
M. A. Johnson II
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ R. W. Kelso Director May 6, 1997
- -------------------------
R. W. Kelso
/s/ P. R. Roedel Director May 6, 1997
- -------------------------
P. R. Roedel
/s/ J. M. Sanzo Director May 6, 1997
- -------------------------
J. M. Sanzo
/s/ R. L. Smoot Director May 6, 1997
- -------------------------
R. L. Smoot
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Specimen copy of Common Stock Certificate (incorporated by
reference to Exhibit 4 to the Company's Registration Statement on
Form S-8, Reg. No. 33-54409)
4.2 Articles of Incorporation as amended by resolution adopted
February 9, 1994 (incorporated by reference to Exhibit 3(c) to
the Company's Form 10-K for the year ended December 31, 1993)
4.3 P. H. Glatfelter Company 401(k) Savings Plan (incorporated by
reference to Exhibit 4.3 to the Company's Registration Statement
on Form S-8, Reg. No. 33-62331)
4.4 Amendment No. 1 to the P.H. Glatfelter Company 401(k) Savings
Plan dated May 5, 1997.
5 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in
Exhibit 5)
24 Power of Attorney (included on signature page)
<PAGE>
EXHIBIT 4.4
AMENDMENT NO. 1
TO THE
P.H. GLATFELTER COMPANY 401(k) SAVINGS PLAN
WHEREAS, P.H. Glatfelter Company (the "Company") adopted the P.H.
Glatfelter Company 401(k) Savings Plan (the "Plan"), effective October 1, 1995,
for the benefit of certain of its salaried employees; and
WHEREAS, the Company wishes to amend the Plan to comply with the request
of the Internal Revenue Service as a condition of the Plan's receiving a
favorable determination letter on its tax-qualified status;
NOW, THEREFORE, effective October 1, 1995, the Plan is amended to read
as follows:
1. The definition of "Highly Compensated Employee" in Article I of the
Plan is amended by the addition of the following sentence to the end thereof:
"For purposes of the foregoing, an Employee shall include a former
Employee to the extent required by Treasury regulations."
2. Section 2.1 of the Plan is amended by the addition of the following
sentence to the end thereof:
"The rights and benefits of such Employee or former Employee, if any,
shall be determined under the provisions of the applicable Prior Plan
as in effect upon his Separation from Service."
<PAGE>
3. Section 3.5 of the Plan is amended by the addition of the following to
the end thereof:
"Any allocation to be made on the basis of profit centers shall
conform to the following rules:
(a) Profit centers may consist of one or more of the following,
as determined by the Company prior to making any Profit Sharing
Contribution to be allocated on the basis of profit centers: (1) the
Spring Grove, Pennsylvania mill (2) the Neenah, Wisconsin mill
(Bergstrom), (3) the Pisgah Forest, North Carolina mill (Ecusta
Division), (4) the Company's Corporate Group (with responsibility for
the Ecusta Division), (5) the Company's Corporate Group (without
responsibility for the Ecusta Division), and/or (6) such other
operation, subsidiary or division of a Participating Company which,
under rules similar to Treas. Reg. Section 1.414(r)-3(b)(3) and (4),
consists of a separate profit center and employee workforce.
(b) The Board of Directors resolution or other corporate action
establishing the Profit Sharing Contribution shall describe the profit
center(s) with respect to which the allocation will be made, together
with the amount of the allocation or the manner in which such amount
may be determined.
(c) No allocation shall be made with respect to a profit center
to the extent such allocation, together with allocations with respect
to other profit centers with which it may be aggregated in accordance
with Treasury regulations, fails to satisfy the minimum coverage
requirements of Code section 410(b) or the nondiscrimination in
benefits requirements of Code section 401(a)(4)."
4. Section 3.10 of the Plan is amended by addition of the following new
Subsection (c):
"(c) If, in any Limitation Year, a Participant is a participant
in one or more defined benefit plans sponsored by a Participating
Company or a 50% Affiliated
2
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Company, the annual additions of the Participant under the Plan shall
not be reduced unless the annual benefit under the defined benefit
plan(s) is not reduced to the extent necessary to meet the combined
plan limits of section 415(e) of the Code."
5. Section 12.2 of the Plan is amended by deleting the phrase "of
actuarial value."
6. The last sentence of Subsection 13.2(c) of the Plan is amended to read
as follows:
"Determinations under this Subsection shall be made in accordance with
section 416(i) of the Code, and Compensation shall include
Compensation received from an Affiliated Company."
Executed this 5th day of May, 1997.
P.H. GLATFELTER COMPANY
By: /s/ R. S. Wood
--------------------------
R. S. Wood
3
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EXHIBIT 5
---------
May 6, 1997
P. H. Glatfelter Company
228 S. Main Street
Spring Grove, PA 17362
Re: P. H. Glatfelter Company 401(k) Savings Plan
Registration Statement on Form S-8
--------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to P. H. Glatfelter Company (the "Company")
in connection with the registration under the Securities Act of 1933, as
amended, of interests in the P. H. Glatfelter Company 401(k) Savings Plan (the
"Plan") and 1,274,697 shares of common stock of the Company, par value $.01 per
share (the "Shares"), issuable thereunder.
In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments as in our
judgement are necessary or appropriate to enable us to render the opinion
expressed below. In giving this opinion, we are assuming the authenticity of
all instruments presented to us as originals, the conformity with the originals
of all instruments presented to us as copies and the genuineness of all
signatures.
Based upon the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Ballard Spahr Andrews & Ingersoll
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of P. H. Glatfelter Company on Form S-8 of our report dated February
24, 1997, appearing in the Annual Report on Form 10-K of P. H. Glatfelter
Company and subsidiaries for the year ended December 31, 1996.
DELOITTE & TOUCHE L.L.P.
Philadelphia, Pennsylvania
May 2, 1997
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EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Ballard Spahr Andrews & Ingersoll is contained in its
opinion filed as Exhibit 5 to the Registration Statement.
