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As filed with the Securities and Exchange Commission on May 12, 1995
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.)
SUITE 1200, 2100 RIVEREDGE PARKWAY, ATLANTA, GEORGIA 30328
(Address of Principal Executive Offices, including Zip Code)
AMERICAN BUSINESS PRODUCTS, INC. 1991 STOCK INCENTIVE PLAN
FORMERLY KNOWN AS
AMERICAN BUSINESS PRODUCTS, INC. 1991 STOCK OPTION PLAN
(Full Title of the Plan)
________________
DAWN M. GRAY COPY TO:
CORPORATE SECRETARY
AMERICAN BUSINESS PRODUCTS, INC. M. HILL JEFFRIES, ESQ.
2100 RIVEREDGE PARKWAY, SUITE 1200 LONG, ALDRIDGE & NORMAN
ATLANTA, GEORGIA 30328 ONE PEACHTREE CENTER, SUITE 5300
(Name and Address of Agent For Service) ATLANTA, GEORGIA 30308
(404) 953-8300 (404) 527-4000
(Telephone Number, Including Area Code,
of Agent For Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered (1) Offering Aggregate Fee (2)
Registered Price Per Offering
Share (2) Price (2)
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<S> <C> <C> <C> <C>
Common Stock,
$2.00 par value
per share 500,000 $27.1875 $13,593,750 $4,687.13
==========================================================================================================
</TABLE>
(1) The shares of Common Stock being registered represent shares of Common
Stock which may be acquired pursuant to options or awards which may be
granted in the future under the American Business Products, Inc. 1991
Stock Incentive Plan (formerly known as the American Business
Products, Inc. 1991 Stock Option Plan) (the "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 Plan become operative.
(2) The offering prices of the shares which may be acquired pursuant to
options or awards available for grant in the future under the Plan are
not presently determinable. The offering prices 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 5, 1995 as
reported in the consolidated reporting system.
ii
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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 hereby are incorporated herein by reference as of their
respective dates:
(1) The Company's Registration Statement on Form S-8 (No.
33-39314) in connection with the Plan.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Long, Aldridge & Norman
23(a) Consent of DELOITTE & TOUCHE LLP
23(b) Consent of Long, Aldridge & Norman (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
II-1
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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, on this 26th day of
April 1995.
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ Thomas R. Carmody
-----------------------------------
Thomas R. Carmody
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 April 26, 1995.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
/s/ Thomas R. Carmody Chairman and Chief Chief Executive Officer
- --------------------------------- (Principal Executive Officer)
Thomas R. Carmody
/s/ W. C. Downer Vice President-Finance
- --------------------------------- (Principal Financial and Accounting Officer)
W. C. Downer
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
</TABLE>
II-2
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Robert W. Gundeck*
- ---------------------------------
Robert W. Gundeck
Hollis L. Harris*
- ---------------------------------
Hollis L. Harris
W. Stell Huie*
- ---------------------------------
W. Stell Huie
Thomas F. Keller*
- ---------------------------------
Thomas F. Keller
Rex A. McClelland*
- ---------------------------------
Rex A. McClelland
G. Harold Northrop*
- ---------------------------------
G. Harold Northrop
* By: /s/ Dawn M. Gray
---------------------------
Dawn M. Gray,
as Attorney-in-Fact
II-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
5 Opinion of Long, Aldridge & Norman
23(a) Consent of DELOITTE & TOUCHE LLP
23(b) Consent of Long, Aldridge & Norman (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
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Exhibit 5
May 8, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: American Business Products, Inc. (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 additional 500,000 shares (the
"Shares") of common stock, par value $2.00 per share (the "Common Stock"), of
the Company which are issuable in connection with the American Business
Products, Inc. 1991 Stock Incentive Plan, as amended (the "Plan"). The Company
previously registered an initial 300,000 shares of Common Stock issuable in
connection with the Plan pursuant to a registration statement on Form S-8 (No.
33-39314) which was filed with the Commission on March 6, 1991.
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 Opinion, including without limitation the
Plan. In making all of our examinations, we assumed the genuineness of all
signatures,
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Securities and Exchange Commission
May 8, 1995
Page 2
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 Plan. 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, issuable upon the exercise of stock options to be
granted pursuant to the terms of the Plan, or otherwise
issuable in accordance with the terms of the Plan, when issued
against payment in full of the purchase price for such shares,
if payment is required under the terms of the Plan, 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,
LONG, ALDRIDGE & NORMAN
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Exhibit 23(a)
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 24,
1995, 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, 1994.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
May 8, 1995
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Exhibit 24
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas R. Carmody 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 any Registration Statement on Form S-8 of American Business
Products, Inc. relating to the American Business Products, Inc. 1991 Stock
Incentive Plan to be filed with the Securities and Exchange Commission (whether
relating to the plan as currently in effect or the plan as it may be amended in
the future), and any and all amendments (including post-effective amendments)
to any such 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 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 any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This 26th day of April 1995.
<TABLE>
<S> <C>
/s/ /s/
- ------------------------- ----------------------------
F. Duane Ackerman Robert W. Gundeck
/s/ /s/
- ------------------------- ----------------------------
John E. Aderhold Hollis L. Harris
/s/ /s/
- ------------------------- ----------------------------
W.J. Biggers W. Stell Huie
/s/ /s/
- ------------------------- ----------------------------
Thomas R. Carmody Thomas F. Keller
/s/ /s/
- ------------------------- ----------------------------
Henry Curtis VII Rex A. McClelland
/s/ /s/
- ------------------------- ----------------------------
Herbert J. Dickson G. Harold Northrop
</TABLE>
