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As filed with the Securities and Exchange Commission on July 28, 1995
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
________________
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. EMPLOYEE SAVINGS 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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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 $18.8125 $9,406,250 $3,243.53
=======================================================================================================
</TABLE>
(1) 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 outstanding shares of the Common Stock
of the Company are increased or decreased by reason of a
recapitalization, reclassification, stock split, combination of shares
or dividend payable in Common Stock of the Company. In addition,
pursuant to Rule 416(c) promulgated under the Securities Act of 1933,
this Registration Statement also registers an indeterminate amount of
interests to be offered or sold pursuant to the American Business
Products, Inc. Employee Savings Plan (the "Plan").
(2) The calculation of the registration fee is based on the anticipated
requirement of the Plan over the next five years. The shares of
Common Stock registered hereby represent the estimated number of
shares which may be purchased with employer and employee contributions
or distributed pursuant to the Plan within the five year period. The
offering prices for such shares which may be acquired in the future
under the Plan are not presently determinable. The offering prices
for such shares is estimated pursuant to Rue 457(c) and (b) 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
July 25, 1995 as reported in the consolidated reporting system.
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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 fiscal year
ended December 31, 1994;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; 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 and the American Business Products, Inc. Employee Savings Plan (the
"Plan") pursuant to Sections 13(a), 13(c), 14 and 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, will be deemed to be incorporated by reference herein
and to be 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 (the
"Georgia 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 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 Code govern
the indemnification of directors and officers. Section 14-2-851 of the Georgia
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
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expenses (including attorneys' fees) incurred with respect to a proceeding.
However, if the director is adjudged 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 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 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 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, as amended
and restated (the "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.
Pursuant to the instructions to Item 8 of Form S-8, no opinion of
counsel as to the legality of the securities being registered is required
because the shares are not original issuance securities. Additionally, the
registrant hereby undertakes to submit the Plan to the Internal Revenue Service
(the "IRS") in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
23 Consent of Deloitte & Touche LLP
24 Powers of Attorney
</TABLE>
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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, on this 26th day of
July 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 July 26, 1995.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
/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 Officer)
W.C. Downer
F. Duane Ackerman* Director
- ---------------------------------
F. Duane Ackerman
Director
- ---------------------------------
John E. Aderhold
W. Joseph Biggers* Director
- ---------------------------------
W. Joseph Biggers
Henry Curtis VII* Director
- ---------------------------------
Henry Curtis VII
Herbert J. Dickson*
- ---------------------------------
Herbert J. Dickson Director
</TABLE>
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Robert W. Gundeck*
- ----------------------------------
Robert W. Gundeck
- ----------------------------------
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
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have 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 July 26, 1995.
AMERICAN BUSINESS PRODUCTS, INC.
EMPLOYEE SAVINGS PLAN
By: /s/ R. A. LeFeber
------------------
R. A. LeFeber,
Plan Administrator
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
23 Consent of Deloitte & Touche LLP
24 Powers of Attorney
</TABLE>
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Exhibit 23
Consent of Deloitte & Touche LLP
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Exhibit 23
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
July 26, 1995
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Exhibit 24
Powers of Attorney
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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. Employee
Savings 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 July 1995.
<TABLE>
<S> <C>
/s/ F. Duane Ackerman /s/ Robert W. Gundeck
- ------------------------- ----------------------------
F. Duane Ackerman Robert W. Gundeck
- ------------------------- ----------------------------
John E. Aderhold Hollis L. Harris
/s/ W.J. Biggers /s/ W. Stell Huie
- ------------------------- ----------------------------
W.J. Biggers W. Stell Huie
/s/ Thomas R. Carmody /s/ Thomas F. Keller
- ------------------------- ----------------------------
Thomas R. Carmody Thomas F. Keller
/s/ Henry Curtis VII /s/ Rex A. McClelland
- ------------------------- ----------------------------
Henry Curtis VII Rex A. McClelland
/s/ Herbert J. Dickson /s/ G. Harold Northrop
- ------------------------- -----------------------------
Herbert J. Dickson G. Harold Northrop
</TABLE>
