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As filed with the Securities and Exchange Commission on November 30, 2000
REGISTRATION NO. 333-
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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
DEFERRED COMPENSATION PLAN
(Full title of plan)
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, SECRETARY AND GENERAL COUNSEL 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>
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Obligation Offering Price Fee
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<S> <C> <C> <C> <C>
Deferred Compensation
Obligations (1)............. $10,000,000 100% $10,000,000(2) $2,640
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</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of the
John H. Harland Company to pay deferred compensation in the future in
accordance with the terms of the John H. Harland Company Deferred
Compensation Plan.
(2) Estimated solely for the purpose of determining the registration fee.
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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 John H. Harland Company (the
"Company") on Form 10-K for the year ended December 31,
1999; and
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, 1999.
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
Under the John H. Harland Company Deferred Compensation Plan (the
"Plan"), the Company will provide eligible employees with the opportunity to
elect to defer a specified percentage of their future cash compensation. The
Company, in its discretion, may credit participants with a matching amount based
on a percentage of their deferrals and with a profit sharing amount. The
obligations of the Company under the Plan (the "Obligations") will be unsecured
general obligations of the Company to pay the deferred compensation in the
future in accordance with the terms of the Plan.
The amount of compensation deferred by each participant and any
matching or profit sharing amounts credited to the participant by the Company
will be credited with earnings and investment gains and losses by assuming that
such amounts were invested in one or more investment alternatives, which among
others, include one or more mutual funds, selected by each participant in
accordance with the terms of the Plan. Each participant's Obligations will be
payable in a manner selected by such participant in accordance with the terms of
the Plan. The Obligations will be denominated and be payable in United States
dollars.
The Obligations are not subject to redemption, in whole or in part,
prior to the payment dates selected by each participant, at the option of the
Company or through operation of a mandatory or optional sinking fund or
analogous provision. A participant's right or the right of a participant's
beneficiary, if any, to the Obligations cannot be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, levied upon or charged. Each
participant in the Plan has the right to designate a beneficiary to receive the
balance, if any, of the Obligations payable to the participant at the time of
the participant's death and shall have the right at any time to change such
designation at any time.
A grantor trust will be established to fund the payment of the
Obligations. The trustee of the trust will be required to administer the trust
in accordance with its terms, but the trustee's obligations and authority will
be limited to the amounts which may be held in the trust from time to time and
the trustee will be subject to the direction of the Company with respect to the
payment of the Obligations. Upon a change of control, the trust will become
irrevocable until all Obligations have been paid in full and the Company will
cause the trust to be irrevocably funded with amounts sufficient to satisfy its
Obligations to the extent not previously funded. No participant shall have any
preferred claim to, or any beneficial ownership interest in, any assets which
are subject to the trust. All such assets are subject to the claims of the
general creditors of the Company and any subsidiary whose employees are eligible
to participate in the Plan.
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The Governance Committee of the Board of Directors of the Company
reserves the right to amend or terminate the Plan at any time, provided the
balance credited to each participant's account immediately after any such
amendment or termination shall be no less than the balance credited to each such
account immediately before such amendment or termination and no amendment or
termination shall adversely affect the right of a participant or his or her
beneficiary, if any, to the distribution of the balance of such participant's
deferred account.
The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable
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.
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 (b) or (c) of Code Section 14-2-855 or
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
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(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
(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.
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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:
(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.
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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
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.
(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:
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(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
(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.
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(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:
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:
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(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. EXEMPTIONS FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
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Exhibit Description
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<S> <C>
5.1 Opinion of King & Spalding
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of King & Spalding (included as part of Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
99.1 John H. Harland Company Deferred Compensation Plan
99.2 John H. Harland Company Deferred Compensation Plan Trust
</TABLE>
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 of
1933, as amended (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; and
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(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)(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
Exchange Act that are incorporated by reference in
the registration statement.
(2) That for purposes 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.
(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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act
and will be governed by the final adjudication of such issue.
EXPERTS
The financial statements and the related financial statement schedule
incorporated by reference in this Registration Statement from the Company's
Annual Report on Form 10-K for the year ended December 31, 1999 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 30th day of
November, 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 30th day of November, 2000.
Signature Title
--------- -----
/s/ Timothy C. Tuff Chairman, Chief Executive Officer,
--------------------------------- President and Director
Timothy C. Tuff (Principal Executive Officer)
/s/ Charles B. Carden
--------------------------------- Vice President and Chief Financial Officer
Charles B. Carden (Principal Financial Officer)
/s/ William M. Dollar Vice President and Controller
-------------------------------- (Principal Accounting Officer)
William M. Dollar
11
<PAGE> 12
Signature Title
--------- ------
/s/ William S. Antle III Director
------------------------------
William S. Antle III
/s/ Juanita Powell Baranco Director
------------------------------
Juanita Powell Baranco
/s/ John D. Johns Director
------------------------------
John D. Johns
/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
/s/ Eileen M. Rudden Director
------------------------------
Eileen M. Rudden
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
5.1 Opinion of King & Spalding
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of King & Spalding (included as part of Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
99.1 John H. Harland Company Deferred Compensation Plan
99.2 John H. Harland Company Deferred Compensation Plan Trust
</TABLE>
13
