<PAGE> 1
As filed with the Securities and Exchange Commission on May 13, 1994
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
AMERICAN BUSINESS PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1030529
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2100 RIVEREDGE PARKWAY, SUITE 1200, ATLANTA, GEORGIA 30328
(Address of principal executive offices, including zip code)
AMERICAN BUSINESS PRODUCTS, INC. 1981 STOCK OPTION PLAN
and
AMERICAN BUSINESS PRODUCTS, INC. 1993 DIRECTORS STOCK INCENTIVE PLAN
(Full title of the plans)
_______________
DAWN M. GRAY COPY TO:
CORPORATE SECRETARY
AMERICAN BUSINESS PRODUCTS, INC. MELANIE MCGEE PLATT, ESQ.
2100 RIVEREDGE PARKWAY, SUITE 1200 LONG, ALDRIDGE & NORMAN
ATLANTA, GEORGIA 30328 ONE PEACHTREE CENTER, SUITE 5300
(Name and address of agent for service) 303 PEACHTREE STREET
(404) 953-8300 ATLANTA, GEORGIA 30308
(Telephone number, including area code, (404) 527-4000
of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered (1) per share (2) offering price (2) fee (2)
=====================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 50,716 $13.88 $ 703,938 $ 242.72
$2.00 par value 5,266 $21.625 $ 113,877 $ 39.26
per share 9,438 $22.00 $ 207,636 $ 71.59
140,562 $21.625 $3,039,653 $1,048.07
Total $1,401.64
======================================================================================================
</TABLE>
(1) The shares of Common Stock being registered represent (i) 50,716
shares of Common Stock which may be acquired pursuant to options
granted under the American Business Products, Inc. 1981 Stock Option
Plan (the "1981 Plan"); (ii) 5,266 shares of Common Stock which may be
acquired pursuant to options which may be granted in the future under
the 1981 Plan; (iii) 9,438 shares of Common Stock which may be acquired
pursuant to options or awards of restricted stock granted under the
American Business Products, Inc. 1993 Directors Stock Incentive Plan
(the "Directors Plan"); and (iv) 140,562 shares of Common Stock which
may be acquired pursuant to options or awards of restricted stock which
may be granted in the future under the Directors Plan. An undetermined
number of additional shares may be issued, or the shares registered
hereunder may be combined into an undetermined lesser number of shares,
if the antidilution provisions of the 1981 Plan or the Directors Plan
become operative.
(2) The average offering price for the 50,716 shares covered by
options previously granted pursuant to the 1981 Plan is $13.88 per
share. The offering price for the 9,438 shares covered by options or
awards previously granted pursuant to the Directors Plan is $22.00 per
share. The offering prices of the 5,266 shares and the 140,562 shares
which may be acquired pursuant to options or awards which may be
granted in the future under the 1981 Plan and the Directors Plan,
respectively, are not presently determinable. The offering price for
such shares is estimated pursuant to Rule 457(c) and (h) solely for the
purpose of calculating the registration fee and is based upon the
average of the high and low prices of the Registrant's Common Stock on
May 10, 1994 as quoted on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by American Business
Products, Inc. (the "Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") hereby are incorporated herein by
reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994; and
(3) The description of the Company's Common Stock as contained in
Item 1 of the Company's Registration Statement on Form 8-A (Registration No.
1-7088), as filed with the Commission on November 20, 1972.
In addition, all reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), subsequent to the date hereof
and 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 made a part hereof from the date of the filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14-2-202(b)(4) of the Georgia Business Corporation Code
provides that a corporation's articles of incorporation may include a
provision that eliminates or limits the personal liability of directors for
monetary damages to a corporation or its shareholders for breach of their
fiduciary duties as directors. The Section does not, however, authorize a
corporation to eliminate or limit the liability of a director for appropriating,
in violation of his duties, any business opportunity of a corporation, engaging
in intentional misconduct or a knowing violation of law, obtaining an improper
personal benefit, or authorizing a dividend, stock repurchase or redemption,
distribution of assets or other distribution in violation of Section 14-2-640 of
the Georgia Business Corporation Code or the articles of incorporation of a
corporation. Section 14-2-202(b)(4) also does not eliminate or limit the right
of a corporation or any shareholder to seek an injunction, a rescission or any
other equitable (non-monetary) relief in the event of a breach of a director's
fiduciary duty. In addition, Section 14-2-202(b)(4) applies only to claims
against a director arising out of his role as a director and does not relieve a
director from liability arising from his role as an officer or in any other
capacity.
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Business
Corporation Code govern the indemnification of directors and officers. Section
14-2-851 of the Georgia Business Corporation Code provides for indemnification
of directors of a corporation for liability incurred by them in connection with
any civil, criminal, administrative or investigative action, suit or proceeding
(other than actions brought as derivative actions by or in the right of a
corporation) in which they may become involved by reason of being a director of
a corporation. Section 14-2-851 also provides such indemnity for directors who,
at the request of a corporation, act as directors, officers, partners, trustees,
employees or agents of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or another enterprise. The Section
permits indemnification if the director acted in a manner which he believed in
good faith to be in or not opposed to the best interest of a corporation and, in
addition, in criminal actions, if he had no reasonable cause to believe his
conduct to be unlawful. If the required standard of conduct is met,
indemnification may include judgments, settlements, penalties, fines or
reasonable expenses (including attorneys' fees) incurred with respect to a
proceeding. However, if the director is adjudged
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liable to a corporation in a derivative action or on the basis that
personal benefit was improperly received, the director will only be entitled to
such indemnification for reasonable expenses as a court finds to be proper in
accordance with the provisions of Section 14-2-854.
Section 14-2-852 of the Georgia Business Corporation Code provides that
directors who are successful with respect to any claim against them are entitled
to indemnification against reasonable expenses as of right. On the other hand,
if the charges made in any action are sustained, the determination of whether
the required standard of conduct has been met will be made, in accordance with
the provisions of Georgia Business Corporation Code Section 14-2-855, by either
the Board of Directors or a committee thereof, acting by disinterested members,
by special legal counsel or by the shareholders, but shares owned by or voted
under the control of directors seeking indemnification may not be voted.
Section 14-2-857 of the Georgia Business Corporation Code provides that
an officer of a corporation (but not an employee or agent generally) who is not
a director has the mandatory right of indemnification granted to directors under
Section 14-2-852 as described above. In addition, a corporation may indemnify
and advance expenses to an officer, employee or agent who is not a director to
the extent authorized by its articles of incorporation, bylaws, the Board of
Directors or by contract and to the extent such action is not inconsistent with
public policy.
The provisions of Article Eight of the Company's Amended and Restated
Articles of Incorporation and Article VII of the Company's Bylaws are similar in
all substantive respects to those contained in Section 14-2-202(b)(4) and in
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Business Corporation
Code outlined above.
Officers and directors of the Company presently are covered by insurance
which (with certain exceptions and within certain limitations) indemnifies them
against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement, omissions or other act done or wrongfully attempted. The cost of
such insurance is borne by the Company as permitted by the Bylaws of the Company
and the laws of the State of Georgia.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Long, Aldridge & Norman.
23(a) Consent of Deloitte & Touche.
23(b) Consent of Long, Aldridge & Norman (included
in Exhibit 5).
24 Power of Attorney.
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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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "1933 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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
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 provisions described under Item 6 above, 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
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 Atlanta, State of Georgia, as of May 10, 1994.
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ Thomas R. Carmody
------------------------------------
Thomas R. Carmody
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of May 10, 1994.
Signatures Title
- ---------- -----
/s/ Thomas R. Carmody Chairman and Chief Executive Officer
- --------------------------- Principal Executive Officer)
Thomas R. Carmody
/s/ W. C. Downer Vice President-Finance
- --------------------------- (Principal Financial and Accounting
W. C. Downer Officer)
F. Duane Ackerman* Director
- ---------------------------
F. Duane Ackerman
John E. Aderhold* Director
- ---------------------------
John E. Aderhold
W. Joseph Biggers* Director
- ---------------------------
W. Joseph Biggers
Henry Curtis VII* Director
- ---------------------------
Henry Curtis VII
Herbert J. Dickson* Director
- ---------------------------
Herbert J. Dickson
Robert W. Gundeck* Director
- ---------------------------
Robert W. Gundeck
Director
- ---------------------------
Hollis L. Harris
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W. Stell Huie* Director
- ----------------------
W. Stell Huie
- ---------------------- Director
Thomas F. Keller
- ---------------------- Director
G. Harold Northrop
- ---------------------- Director
Marvin E. Schmalzried
*By: /s/ Dawn M. Gray
----------------------
Dawn M. Gray,
as Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
- -------
5 Opinion of Long, Aldridge & Norman.
23(a) Consent of Deloitte & Touche.
23(b) Consent of Long, Aldridge & Norman (included
in Exhibit 5).
24 Power of Attorney.
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EXHIBIT 5
OPINION OF LONG, ALDRIDGE & NORMAN
May 13, 1994
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: American Business Products, Inc. (Commission File
No. 1-7088); Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to American Business Products, Inc., a
Georgia corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") and the
filing thereof with the Securities and Exchange Commission (the "Commission").
Pursuant to the Registration Statement, the Company intends to register under
the Securities Act of 1933, as amended, an aggregate of 205,982 shares (the
"Shares") of Common Stock, par value $2.00 per share, of the Company. The
Shares represent (i) 55,982 shares of Common Stock which are issuable pursuant
to the American Business Products, Inc. 1981 Stock Option Plan, as amended,
and (ii) 150,000 shares of Common Stock which are issuable pursuant to the
American Business Products, Inc. 1993 Directors Stock Incentive Plan. The 1981
Stock Option Plan and the 1993 Directors Stock Incentive Plan hereinafter are
referred to collectively as the "Plans."
The opinion hereinafter set forth is given to the Commission at the
request of the Company pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K. The only opinion rendered by this firm consists of the matter
set forth in numbered paragraph (1) below (our "Opinion"), and no opinion is
implied or to be inferred beyond such matter. Additionally, our Opinion is
based upon and subject to the qualifications, limitations and exceptions set
forth in this letter.
Our Opinion is furnished for the benefit of the Commission solely with
regard to the Registration Statement, may be relied upon by the Commission only
in connection with the Registration Statement and may not otherwise be relied
upon, used, quoted or referred to by or filed with any other person or entity
without our prior written permission.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our
<PAGE> 2
Securities and Exchange Commission
May 13, 1994
Page 2
Opinion, including, without limitation, the Plans. In making all of our
examinations, we assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies, and the due execution and
delivery of all documents by any persons or entities other than the Company
where due execution and delivery by such persons or entities is a prerequisite
to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we
have relied upon the factual statements set forth in a certificate of officers
of the Company and a certificate of a public official. We have not
independently verified or investigated, nor do we assume any responsibility
for, the factual accuracy or completeness of such factual statements.
The members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice law in that state. We do not herein
express any opinion concerning any matter respecting or affected by any laws
other than the laws of the State of Georgia that are now in effect and that, in
the exercise of reasonable professional judgment, are normally considered in
transactions such as those contemplated by the issuance of the Shares pursuant
to the Plans. The Opinion hereinafter set forth is based upon pertinent laws
and facts in existence as of the date hereof, and we expressly disclaim any
obligation to advise you of changes to such pertinent laws or facts that
hereafter may come to our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(1) the Shares, when issued in accordance with the terms of the
Plans and upon payment in full of the purchase price therefor
(if any) set forth in the Plans, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Long, Aldridge & Norman
---------------------------
LONG, ALDRIDGE & NORMAN
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EXHIBIT 23(A)
CONSENT OF DELOITTE & TOUCHE
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of American Business Products, Inc. on Form S-8 of our reports dated
February 25, 1994, appearing in and incorporated by reference in the Annual
Report on Form 10-K of American Business Products, Inc. for the year ended
December 31, 1993.
DELOITTE & TOUCHE
Atlanta, Georgia
May 9, 1994
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EXHIBIT 24
POWER OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Thomas R. Carmody, W. C. Downer and Dawn M. Gray, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to register under the Securities Act of 1933,
as amended, 205,982 shares of Common Stock of American Business Products, Inc.
relating to the Company's 1981 Stock Option Plan and 1993 Directors Stock
Incentive Plan, to sign any and all amendments (including post-effective
amendments) thereto, 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 perform each and every act and thing requisite or
necessary to be done, 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 or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
This 10th day of May 1994.
/s/ F. Duane Ackerman /s/ Robert W. Gundeck
- ---------------------------- ---------------------------
F. Duane Ackerman Robert W. Gundeck
/s/ John E. Aderhold
- ---------------------------- ---------------------------
John E. Aderhold Hollis L. Harris
/s/ W. Joseph Biggers /s/ W. Stell Huie
- ---------------------------- ---------------------------
W. Joseph Biggers W. Stell Huie
/s/ Thomas R. Carmody
- ---------------------------- ---------------------------
Thomas R. Carmody Thomas F. Keller
/s/ Henry Curtis VII
- ---------------------------- ---------------------------
Henry Curtis VII G. Harold Northrop
/s/ Herbert J. Dickson
- ---------------------------- ---------------------------
Herbert J. Dickson Marvin E. Schmalzried
