<PAGE> 1
As filed with the Securities and Exchange Commission
on May 29, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
P. H. GLATFELTER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 23-0628360
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
Spring Grove, Pennsylvania 17362
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
P. H. Glatfelter Company
1992 Key Employee Long-Term Incentive Plan
(FULL TITLE OF THE PLAN)
Robert S. Wood, Secretary and Treasurer
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)
COPY TO:
MORRIS CHESTON, JR., ESQUIRE
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
1735 MARKET STREET, 51ST FLOOR
PHILADELPHIA, PENNSYLVANIA 19103
(215) 665-8500
<PAGE> 2
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 2,000,000
$.01 par value shares $16.4063 $32,812,500 $9,679.69
</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 stock split,
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 May 28, 1998, $16.4063, as traded on the
American Stock Exchange.
2
<PAGE> 3
Part I and Items 4-7 and 9 of Part II of P. H. Glatfelter Company's
Registration Statement on Form S-8 (File No. 33-49660) are incorporated by
reference herein pursuant to General Instruction E of Form S-8.
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 Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
(b) The Company's Current Report on Form 8-K and Amendment No.
1 thereto on Form 8-K/A dated January 2, 1998.
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
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.
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 P. H. Glatfelter Company 1992 Key Employee Long-Term Incentive Plan,
as amended April 23, 1997 (incorporated by reference to Exhibit A to
the Company's Proxy Statement dated March 14, 1997)
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
15 Letter regarding unaudited interim financial
information
23.1 Consent of Deloitte & Touche LLP
3
<PAGE> 4
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5)
24 Power of Attorney (included on signature page)
4
<PAGE> 5
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 29, 1998.
P. H. GLATFELTER COMPANY
May 29, 1998 By: /s/ R. P. Newcomer
-------------------------------------
R. P. Newcomer
Senior Vice President 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 any and all amendments (including post-effective
amendments) to 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.
5
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ T. C. Norris Chairman, President, May 29, 1998
- -------------------------
T. C. Norris Chief Executive
Officer and Director
/s/ G. H. Glatfelter II Senior Vice President May 29, 1998
- -------------------------
G. H. Glatfelter II and Director
/s/ R. P. Newcomer Senior Vice President May 29, 1998
- -------------------------
R. P. Newcomer and Chief Financial
Officer
/s/ C. M. Smith Controller May 29, 1998
- -------------------------
C. M. Smith
/s/ R. E. Chappell Director May 29, 1998
- -------------------------
R. E. Chappell
/s/ N. DeBenedictis Director May 29, 1998
- -------------------------
N. DeBenedictis
/s/ G. H. Glatfelter Director May 29, 1998
- -------------------------
G. H. Glatfelter
/s/ R. S. Hillas Director May 29, 1998
- -------------------------
R. S. Hillas
/s/ M. A. Johnson II Director May 29, 1998
- -------------------------
M. A. Johnson II
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ R. W. Kelso Director May 29, 1998
- -------------------------
R. W. Kelso
/s/ P. R. Roedel Director May 29, 1998
- -------------------------
P. R. Roedel
/s/ J. M. Sanzo Director May 29, 1998
- -------------------------
J. M. Sanzo
/s/ R. L. Smoot Director May 29, 1998
- -------------------------
R. L. Smoot
</TABLE>
7
<PAGE> 8
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 P. H. Glatfelter Company 1992 Key Employee Long-Term Incentive
Plan, as amended April 23, 1997 (incorporated by reference to
Exhibit A to the Company's Proxy Statement dated March 14,
1997)
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
15 Letter regarding unaudited interim financial
information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5)
24 Power of Attorney (included on signature page)
8
<PAGE> 1
EXHIBIT (5)
[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]
May 29, 1998
P.H. Glatfelter Company
228 S. Main Street
Spring Grove, PA 17362
Re: Shares of Common Stock Subject to Award
or Option Under the P.H. Glatfelter Company
1992 Key Employee Long-Term Incentive Plan
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 an additional 2,000,000 shares of common stock of the Company, par
value $.01 per share (the "Shares"), issuable under the P.H. Glatfelter Company
1992 Key Employee Long-Term Incentive Plan (the "Plan") pursuant to awards of
Restricted Stock, Performance Shares or Performance Units (as such terms are
defined in the Plan) under the Plan or upon the exercise of Options (as defined
in the Plan) granted under the Plan.
In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. In giving this opinion, we have assumed 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 on the foregoing, we are of the opinion that the additional
2,000,000 Shares covered by the Plan, when issued and paid for in accordance
with the terms of the Plan, including, in the case of Options, payment of the
option exercise price, will be legally issued, fully paid and non-assessable.
<PAGE> 2
P.H. Glatfelter Company
May 29, 1998
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.
This opinion is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of any
changes in the opinions expressed herein resulting from changes in law, changes
in facts or any other matters that hereafter might occur or be brought to our
attention.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
--------------------------------------------------
Ballard Spahr Andrews & Ingersoll, LLP
<PAGE> 1
EXHIBIT (15)
LETTER IN LIEU OF CONSENT REGARDING REVIEW REPORT OF UNAUDITED
INTERIM FINANCIAL INFORMATION
P.H. Glatfelter Company
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited condensed consolidated
financial statements of P.H. Glatfelter Company and subsidiaries for the
three-month periods ended March 31, 1998 and 1997, as indicated in our report
dated April 22, 1998; because we did not perform an audit, we expressed no
opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, is
incorporated by reference in this Registration on Form S-8.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1993, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
- ------------------------------
Deloitte & Touche LLP
Philadelphia, Pennsylvania
May 29, 1998
<PAGE> 1
EXHIBIT (23.1)
INDEPENDENT AUDITORS' CONSENT
P.H. Glatfelter Company:
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 6, 1998,
appearing in the Annual Report on Form 10-K of P.H. Glatfelter Company and
subsidiaries for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
- -------------------------------
Deloitte & Touche LLP
Philadelphia, Pennsylvania
May 29, 1998
