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As filed with the Securities and Exchange Commission on January 14, 2000
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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JOHN H. HARLAND COMPANY
(Exact name of registrant as specified in its charter)
GEORGIA 58-0278260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2939 MILLER ROAD
DECATUR, GEORGIA 30035
(Address, including zip code, of registrant's principal executive offices)
JOHN H. HARLAND COMPANY
1999 STOCK OPTION PLAN AND
COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
(Full title of the plans)
TIMOTHY C. TUFF
PRESIDENT AND CHIEF EXECUTIVE OFFICER
JOHN H. HARLAND COMPANY
2939 MILLER ROAD
DECATUR, GEORGIA 30035
(770) 981-9460
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
JOHN C. WALTERS, ESQ. ALAN J. PRINCE, ESQ.
VICE PRESIDENT AND SECRETARY KING & SPALDING
JOHN H. HARLAND COMPANY 191 PEACHTREE STREET
2939 MILLER ROAD ATLANTA, GEORGIA 30303-1763
DECATUR, GEORGIA 30035 (404) 572-4600
(770) 981-9460
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Amount to Offering Price Aggregate Registration
be Registered Per Share(1) Offering Price(1) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share 2,056,290 $15.72 $32,324,878.80 $8,533.77
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the high and low prices of
Common Stock of John H. Harland Company on January 11th, 2000.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 relates to 2,000,000 shares of
common stock, par value $1.00 (the "Common Stock") of John H. Harland Company
(the "Company") to be issued to employees of the Company and certain
subsidiaries pursuant to the John H. Harland 1999 Stock Option Plan and 56,290
shares of the Company's Common Stock to be issued to non-employee directors of
the Company pursuant to the John H. Harland Company Compensation Plan for
Non-Employee Directors.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference into this Registration
Statement:
1. The Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1998;
2. All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1998; and
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated April 28, 1970,
filed under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
King & Spalding is legal counsel to the Company and is giving an opinion
upon the validity of the securities being registered pursuant to this
Registration Statement. Edward J. Hawie, a retired partner and current
of-counsel at King & Spalding, serves on the Company's Board of Directors.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following summary is qualified in its entirety by reference to the
complete text of the statute, the Restated Articles of Incorporation and the
Amended and Restated Bylaws referred to below.
<PAGE> 3
Part 5 of Article 8 of the Georgia Business Corporation Code states:
14-2-850. Part definitions.
As used in this part, the term:
(1) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
(2) "Director" or "officer" means an individual who is or was a
director or officer, respectively, of a corporation or who, while a director or
officer of the corporation, is or was serving at the corporation's request as a
director, officer, partner, trustee, employee, or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan,
or other entity. A director or officer is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to the
corporation also impose duties on, or otherwise involve services by, the
director or officer to the plan or to participants in or beneficiaries of the
plan. Director or officer includes, unless the context otherwise requires, the
estate or personal representative of a director or officer.
(3) "Disinterested director" means a director who at the time of a vote
referred to in subsection (c) of Code Section 14-2-853 or a vote or selection
referred to in subsection (a) of Code Section 14-2-856 is not:
(A) A party to the proceeding; or
(B) An individual who is a party to a proceeding having a
familial, financial, professional, or employment relationship
with the director whose indemnification or advance for
expenses is the subject of the decision being made with
respect to the proceeding, which relationship would, in the
circumstances, reasonably be expected to exert an influence
on the director's judgment when voting on the decision being
made.
(4) "Expenses" includes counsel fees.
(5) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.
(6) "Official capacity" means:
(A) When used with respect to a director, the office of director
in a corporation; and
(B) When used with respect to an officer, as contemplated in Code
Section 14-2-857, the office in a corporation held by the
officer.
Official capacity does not include service for any other domestic or
foreign corporation or any partnership, joint venture, trust, employee benefit
plan, or other entity.
(7) "Party" means an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(8) "Proceeding" means any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative and whether formal or informal.
14-2-851. Authority to indemnify.
(a) Except as otherwise provided in this Code section, a corporation may
indemnify an individual who is a party to a proceeding because he or she is or
was a director against liability incurred in the proceeding if:
(1) Such individual conducted himself or herself in good faith; and
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(2) Such individual reasonably believed:
(A) In the case of conduct in his or her official capacity, that
such conduct was in the best interests of the corporation;
(B) In all other cases, that such conduct was at least not
opposed to the best interests of the corporation; and
(C) In the case of any criminal proceeding, that the individual
had no reasonable cause to believe such conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose he or she believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (a) (2) (B) of this Code section.
(c) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this Code section.
(d) A corporation may not indemnify a director under this Code section:
(1) In connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection
with the proceeding if it is determined that the director has met
the relevant standard of conduct under this Code section; or
(2) In connection with any proceeding with respect to conduct for
which he or she was adjudged liable on the basis that personal
benefit was improperly received by him or her, whether or not
involving action in his or her official capacity.
14-2-852. Mandatory indemnification.
A corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he or she was a
party because he or she was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.
14-2-853. Advance for expenses.
(a) A corporation may, before final disposition of a proceeding, advance
funds to pay for or reimburse the reasonable expenses incurred by a director who
is a party to a proceeding because he or she is a director if he or she delivers
to the corporation:
(1) A written affirmation of his or her good faith belief that he or
she has met the relevant standard of conduct described in Code
Section 14-2-851 or that the proceeding involves conduct for which
liability has been eliminated under a provision of the articles of
incorporation as authorized by paragraph (4) of subsection (b) of
Code Section 14-2-202; and
(2) His or her written undertaking to repay any funds advanced if it
is ultimately determined that the director is not entitled to
indemnification under this part.
(b) The undertaking required by paragraph (2) of subsection (a) of this
Code section must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to the financial ability of
the director to make repayment.
(c) Authorizations under this Code section shall be made:
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(1) By the board of directors:
(A) When there are two or more disinterested directors, by a
majority vote of all the disinterested directors (a majority of
whom shall for such purpose constitute a quorum) or by a majority
of the members of a committee of two or more disinterested
directors appointed by such a vote; or
(B) When there are fewer than two disinterested directors, by the
vote necessary for action by the board in accordance with
subsection (c) of Code Section 14-2-824, in which authorization
directors who do not qualify as disinterested directors may
participate; or
(2) By the shareholders, but shares owned or voted under the control of
a director who at the time does not qualify as a disinterested director
with respect to the proceeding may not be voted on the authorization.
14-2-854. Court-ordered indemnification and advances for expenses.
(a) A director who is a party to a proceeding because he or she is a
director may apply for indemnification or advance for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall:
(1) Order indemnification or advance for expenses if it determines
that the director is entitled to indemnification under this part;
or
(2) Order indemnification or advance for expenses if it determines, in
view of all the relevant circumstances, that it is fair and
reasonable to indemnify the director or to advance expenses to the
director, even if the director has not met the relevant standard
of conduct set forth in subsections (a) and (b) of Code Section
14-2-851, failed to comply with Code Section 14-2-853, or was
adjudged liable in a proceeding referred to in paragraph (1) or
(2) of subsection (d) of Code Section 14-2-851, but if the
director was adjudged so liable, the indemnification shall be
limited to reasonable expenses incurred in connection with the
proceeding.
(b) If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
14-2-855. Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under Code Section 14-2-851
unless authorized thereunder and a determination has been made for a specific
proceeding that indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.
(b) The determination shall be made:
(1) If there are two or more disinterested directors, by the board of
directors by a majority vote of all the disinterested directors (a
majority of whom shall for such purpose constitute a quorum) or by
a majority of the members of a committee of two or more
disinterested directors appointed by such a vote;
(2) By special legal counsel:
(A) Selected in the manner prescribed in paragraph (1) of this
subsection; or
(B) If there are fewer than two disinterested directors, selected
by the board of directors (in which selection directors who
wish do not qualify as disinterested directors may
participate); or
(3) By the shareholders, but shares owned by or voted under the
control of a director who at the time does not qualify as a
disinterested director may not be voted on the determination.
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(c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if there are
fewer than two disinterested directors or if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subparagraph
(b)(2)(B) of this Code section to select special legal counsel.
14-2-856. Shareholder approved indemnification.
(a) If authorized by the articles of incorporation or a bylaw, contract, or
resolution approved or ratified by the shareholders by a majority of the votes
entitled to be cast, a corporation may indemnify or obligate itself to indemnify
a director made a party to a proceeding including a proceeding brought by or in
the right of the corporation, without regard to the limitations in other Code
sections of this part, but shares owned or voted under the control of a director
who at the time does not qualify as a disinterested director with respect to any
existing or threatened proceeding that would be covered by the authorization may
not be voted on the authorization.
(b) The corporation shall not indemnify a director under this Code section
for any liability incurred in a proceeding in which the director is adjudged
liable to the corporation or is subjected to injunctive relief in favor of the
corporation:
(1) For any appropriation, in violation of the director's duties, of
any business opportunity of the corporation;
(2) For acts or omissions which involve intentional misconduct or a
knowing violation of law;
(3) For the types of liability set forth in Code Section 14-2-832; or
(4) For any transaction from which he or she received an improper
personal benefit.
(c) Where approved or authorized in the manner described in subsection (a)
of this Code section, a corporation may advance or reimburse expenses incurred
in advance of final disposition of the proceeding only if:
(1) The director furnishes the corporation a written affirmation of
his or her good faith belief that his or her conduct does not
constitute behavior of the kind described in subsection (b) of
this Code section; and
(2) The director furnishes the corporation a written undertaking,
executed personally or on his or her behalf, to repay any advances
if it is ultimately determined that the director is not entitled
to indemnification under this Code section.
14-2-857. Indemnification of officers, employees, and agents.
(a) A corporation may indemnify and advance expenses under this part to an
officer of the corporation who is a party to a proceeding because he or she is
an officer of the corporation:
(1) To the same extent as a director; and
(2) If he or she is not a director, to such further extent as may be
provided by the articles of incorporation, the bylaws, a
resolution of the board of directors, or contract except for
liability arising out of conduct that constitutes:
(A) Appropriation, in violation of his or her duties, of any
business opportunity of the corporation;
(B) Acts or omissions which involve intentional misconduct or a
knowing violation of law;
(C) The types of liability set forth in Code Section 14-2-832; or
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(D) Receipt of an improper personal benefit.
(b) The provisions of paragraph (2) of subsection (a) of this Code section
shall apply to an officer who is also a director if the sole basis on which he
or she is made a party to the proceeding is an act or omission solely as an
officer.
(c) An officer of a corporation who is not a director is entitled to
mandatory indemnification under Code Section 14-2-852, and may apply to a court
under Code Section 14-2-854 for indemnification or advances for expenses, in
each case to the same extent to which a director may be entitled to
indemnification or advances for expenses under those provisions.
(d) A corporation may also indemnify and advance expenses to an employee or
agent who is not a director to the extent, consistent with public policy, that
may be provided by its articles of incorporation, bylaws, general or specific
action of its board of directors, or contract.
14-2-858. Insurance.
A corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
director, officer, employee, or agent, whether or not the corporation would have
power to indemnify or advance expenses to him or her against the same liability
under this part.
14-2-859. Application of part.
(a) A corporation may, by a provision in its articles of incorporation or
bylaws or in a resolution adopted or a contract approved by its board of
directors or shareholders, obligate itself in advance of the act or omission
giving rise to a proceeding to provide indemnification or advance funds to pay
for or reimburse expenses consistent with this part. Any such obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in subsection (c) of Code Section 14-2-853 or subsection (c) of Code Section
14-2-855. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to
obligate the corporation to advance funds to pay for or reimburse expenses in
accordance with Code Section 14-2-853 to the fullest extent permitted by law,
unless the provision specifically provides otherwise.
(b) Any provision pursuant to subsection (a) of this Code section shall not
obligate the corporation to indemnify or advance expenses to a director of a
predecessor of the corporation, pertaining to conduct with respect to the
predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the articles of incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the corporation or other entity in a merger or in a contract to which the
predecessor is a party, existing at the time the merger takes effect, shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.
(c) A corporation may, by a provision in its articles of incorporation,
limit any of the rights to indemnification or advance for expenses created by or
pursuant to this part.
(d) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director or an officer in connection with his or her
appearance as a witness in a proceeding at a time when he or she is not a party.
(e) Except as expressly provided in Code Section 14-2-857, this part does
not limit a corporation's power to indemnify, advance expenses to, or provide or
maintain insurance on behalf of an employee or agent.
Article Ten of the Company's Restated Articles of Incorporation provides:
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No Director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of the duty of
care or other duty as a Director, except for liability (i) for any
appropriation, in violation of his duties, of any business opportunity of the
corporation, (ii) for acts or omissions which involve intentional misconduct or
a knowing violation of law, (iii) for the types of liabilities set forth in
Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for any
transaction from which the Director derived an improper personal benefit. If the
Georgia Business Corporation Code is amended to authorize corporate action
further eliminating or limiting the personal liability of Directors, then the
liability of a Director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Georgia Business Corporation Code, as amended.
Neither the amendment nor repeal of this Article X nor the adoption of any
provision of these Amended and Restated Articles of Incorporation inconsistent
with this Article shall eliminate or adversely affect any right or protection of
a Director of the corporation existing immediately prior to such amendment,
repeal or adoption.
Article Six of the Company's Amended and Restated Bylaws provides:
Section 1. Mandatory Indemnification. The Company shall indemnify to
the fullest extent permitted by the Georgia Business Corporation Code, and to
the extent that applicable law from time to time in effect shall permit
indemnification that is broader than is provided in these Bylaws, then to the
maximum extent authorized by law, any individual made a party to a proceeding
(as defined in the Georgia Business Corporation Code) because he or she is or
was a Director or an executive or corporate officer, against liability (as
defined in the Georgia Business Corporation Code), incurred in the proceeding,
if he or she conducted himself or herself in good faith and reasonably believed
such conduct was in or not opposed to the best interests of the Company and, in
the case of any criminal proceeding, he or she had no reasonable cause to
believe such conduct was unlawful.
Section 2. Advance for Expenses. The Company shall pay for or
reimburse the reasonable expenses incurred by a Director or any such officer who
is a party to a proceeding in advance of the final disposition of the proceeding
if:
(a) Such person furnishes the Company a written affirmation of his
or her good faith belief that he or she has met the standard
of conduct set forth in Section 1 above; and
(b) Such person furnishes the Company a written undertaking,
executed personally on his or her behalf to repay any advances
if it is ultimately determined that he or she is not entitled
to indemnification.
The written undertaking required by paragraph (b) above must be an
unlimited general obligation of such person but need not be secured and may be
accepted without reference to financial ability to make repayment.
Section 3. Indemnification Not Exclusive. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article VI shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, provision of these Bylaws,
agreement, vote of shareholders or disinterested Directors or otherwise.
Section 4. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
ITEM 8. EXHIBITS
Exhibit Description
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5.1 Opinion of King & Spalding
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23.1 Consent of Deloitte & Touche LLP
23.2 Consent of King & Spalding
(included in Exhibit 5.1)
24.1 Power of Attorney (included on
signature page)
99.1 John H. Harland Company 1999
Stock Option Plan (filed as
Exhibit A to the Company's Proxy
Statement dated March 12, 1999
and incorporated herein by
reference thereto)
99.2 John H. Harland Company
Compensation Plan for
Non-Employee Directors (filed as
Exhibit 10.10 to the Company's
Annual Report on Form 10-K for
the year ended December 31, 1996
and incorporated herein by
reference)
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:
(A) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(B) 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 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 and 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 20% change in the maximum aggregate
offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement; and
(C) 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 in the Registration Statement;
provided, however, that paragraphs (a)(1)(A) and
(a)(1)(B) 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
Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
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(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's Annual
Report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the
Securities Act 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 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.
EXPERTS
The financial statements and the related financial statement schedule
as of December 31, 1998 and 1997 and for each of the three years in the period
ended December 31, 1998 incorporated by reference in this Registration Statement
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports, which are incorporated by reference herein, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
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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 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 Decatur, State of Georgia on the 12th day of
January, 2000.
JOHN H. HARLAND COMPANY
By: /s/ Timothy C. Tuff
----------------------------------------
Timothy C. Tuff
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Timothy C. Tuff and John C. Walters and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such persons and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
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, and each of them, full power
and authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and 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, and any of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the capacity
indicated on the 12th day of January, 2000.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Timothy C. Tuff Chief Executive Officer, President and Director
- ---------------------------------------------- (Principal Executive Officer)
Timothy C. Tuff
/s/ Charles B. Carden Vice President and Chief Financial Officer
- ---------------------------------------------- (Principal Financial Officer)
Charles B. Carden
/s/ John H. Weitnauer Jr. Chairman of the Board
- ----------------------------------------------
John H. Weitnauer Jr.
</TABLE>
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Signature Title
--------- -----
/s/ Juanita Powell Baranco Director
- ---------------------------------------------
Juanita Powell Baranco
/s/ Edward J. Hawie Director
- ---------------------------------------------
Edward J. Hawie
/s/ Richard K. Lochridge Director
- ---------------------------------------------
Richard K. Lochridge
/s John J. McMahon Jr. Director
- ---------------------------------------------
John J. McMahon Jr.
/s/ G. Harold Northrop Director
- ---------------------------------------------
G. Harold Northrop
/s/ Larry L. Prince Director
- ---------------------------------------------
Larry L. Prince
Director
- ---------------------------------------------
Eileen Rudden
/s/ Robert A. Yellowlees Director
- ---------------------------------------------
Robert A. Yellowlees
11
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page No.
- ------- ----------- --------
<S> <C> <C>
5.1 Opinion of King & Spalding
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of King & Spalding (included
in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
99.1 John H. Harland Company 1999 Stock Option Plan (filed
as Exhibit A to the Company's Proxy Statement dated March
12, 1999 and incorporated herein by reference thereto)
99.2 John H. Harland Company Compensation Plan for
Non-Employee Directors (filed as Exhibit 10.10 to
the Company's Annual Report on form 10-K for
the year ended December 31, 1996 and incorporated
herein by reference)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[KING & SPALDING LETTERHEAD]
January 12, 2000
John H. Harland Company
2939 Miller Road
Decatur, GA 30035
Re: John H. Harland Company -- Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for John H. Harland Company, a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission. The Registration Statement relates
to 2,000,000 shares of the Company's common stock, par value $1.00 per share
(the "Stock Option Plan Shares"), to be issued upon the exercise of options (the
"Options") granted pursuant to the John H. Harland Company 1999 Stock Option
Plan (the "Stock Option Plan") and 56,290 shares (the "Director Shares" and
together with the Stock Option Plan Shares, the "Shares") of the Company's
Common Stock to be issued to non-employee directors of the Company pursuant to
the John H. Harland Company Compensation Plan for Non-Employee Directors (the
"Non-Employee Director Plan").
As such counsel, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate.
For purposes of this opinion, we have assumed the following: (i) the
Shares that may be issued pursuant to the Non-Employee Director Plan or upon
exercise of the Options will continue to be duly authorized on the dates of such
issuance and (ii) on the date on which any Option is exercised, such Option will
have been duly executed, issued and delivered by the Company and will constitute
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms subject, as to enforceability, to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, general equitable principles and the
discretion of courts in granting equitable remedies.
The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and the laws of the State of
Georgia, and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect which such laws may have on the opinions
<PAGE> 2
expressed herein. This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:
(a) The Shares are duly authorized; and
(b) When the Shares are issued pursuant to the Non-Employee
Director Plan or upon exercise of the Options against payment
therefor, as provided in the Stock Option Plan, such Shares
will be validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of John H. Harland Company in connection with the matters addressed herein. This
opinion may not be furnished to or relied upon by any person or entity for any
purpose without our prior written consent.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ King & Spalding
KING & SPALDING
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
John H. Harland Company on Form S-8 of our reports dated January 29, 1999,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
John H. Harland Company for the year ended December 31, 1998 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
January 12, 2000
