<PAGE> 1
As filed with the Securities and Exchange Commission on July 10, 1998
Registration No.333-________
===============================================================================
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. 1993 DIRECTORS STOCK INCENTIVE PLAN
(Full title of the plan)
---------------
DAWN M. GRAY COPY TO:
CORPORATE SECRETARY LEONARD A. SILVERSTEIN, ESQ.
AMERICAN BUSINESS PRODUCTS, INC. LONG ALDRIDGE & NORMAN LLP
2100 RIVEREDGE PARKWAY, SUITE 1200 303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30328 SUITE 5300
(Name and address of agent for service) ATLANTA, GEORGIA 30308-3201
(770) 953-8300 (404) 527-4000
(Telephone number, including area code,
of agent for service)
If any of the securities registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
In accordance with Rule 429 under the Securities Act, the reoffer
prospectus included herein is a combined prospectus which also relates to the
registrant's Registration Statement on Form S-8, File No. 33-53627 (the "Prior
Registration Statement").
<PAGE> 2
<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)(2) per share (3) offering price (3) fee (2)(3)
========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$2.00 par value
per share 200,000 $20.53 $4,106,000 $1,211.27
========================================================================================================================
</TABLE>
(1) The shares of Common Stock being registered represent 200,000
additional shares of Common Stock that may be issued as restricted
stock or acquired pursuant to the exercise of options available for
grant in the future under the American Business Products, Inc. 1993
Directors Stock Incentive Plan (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 Directors Plan become operative.
(2) Pursuant to Rule 429 under the Securities Act, the aggregate number of
shares of Common Stock registered under the Prior Registration
Statement (225,000 shares) shall be carried forward to this
Registration Statement. The registration fee paid in connection with
the Prior Registration Statement for these shares was $1,119.66.
(3) The offering price for the shares is not presently determinable, is
estimated pursuant to Rule 457(h)(1) of the Securities Act 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 8, 1998 as quoted on the New York Stock Exchange.
ii
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of the
instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the American Business Products, Inc. 1993 Directors Stock
Incentive Plan as required by Rule 428(b)(1) of the rules promulgated under the
Securities Act of 1933, as amended.
I-1
<PAGE> 4
PROSPECTUS
AMERICAN BUSINESS PRODUCTS, INC.
425,000 SHARES
COMMON STOCK
-------------
This Prospectus relates to reoffers and resales by certain affiliates
(the "Selling Shareholders") of American Business Products, Inc. (the "Company")
of up to 425,000 shares of Common Stock, $2.00 par value, of the Company (the
"Common Stock"), that have been or may in the future be issued as restricted
stock or acquired upon the exercise of stock options granted and to be granted
in the future by the Company pursuant to the Company's 1993 Directors Stock
Incentive Plan (the "Directors Plan"). The number of shares offered hereby may
be adjusted as a result of events such as stock splits, stock dividends or
similar transactions pursuant to the terms of the Directors Plan.
The sale of the shares offered hereby may be effected from time to time
in transactions on the New York Stock Exchange or such other national securities
exchange or automated interdealer quotation system on which the shares of the
Company's Common Stock are then listed, in the over-the-counter market or in
negotiated transactions or through a combination of such methods of sale, at
prevailing market prices or at negotiated prices.
The shares of Common Stock of the Company are listed on the New York
Stock Exchange under the trading symbol "ABP." On July 8, 1998, the last
reported sale price for the shares of Common Stock on the New York Stock
Exchange was $20.75 per share.
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 10, 1998.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTEMPLATED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION............................................................... 1
GENERAL INFORMATION................................................................. 2
SELLING SHAREHOLDERS................................................................ 2
MANNER OF SALE...................................................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................................... 3
EXPERTS............................................................................. 4
LEGAL MATTERS....................................................................... 4
</TABLE>
<PAGE> 6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Proxy
statements, reports and other information concerning the Company can be
inspected and copied at prescribed rates at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the regional offices of the Commission at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. In addition, the reports,
proxy statements and other information can be obtained from the Commission's
website at http:www.sec.gov. Quotations relating to the Common Stock appear on
the New York Stock Exchange. Reports, proxy statements and other information
concerning the Company also can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act with respect to
the shares of Common Stock offered hereby. This Prospectus, which is a part of
the Registration Statement, does not contain all the information set forth in,
or annexed as exhibits to, the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission. For
further information with respect to the Company and the shares of Common Stock
offered hereby, reference is made to the Registration Statement, including the
exhibits thereto. Copies of the Registration Statement, including exhibits, may
be obtained from the aforementioned public reference facilities of the
Commission upon payment of the prescribed fees or may be examined without charge
at such facilities. Statements contained herein concerning any document filed as
an exhibit are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement.
Each such statement is qualified in its entirety by such reference.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates). Requests should be directed to: Dawn M. Gray,
Corporate Secretary, American Business Products, Inc., 2100 RiverEdge Parkway,
Suite 1200, Atlanta, Georgia 30328, telephone number (770) 953-8300.
1
<PAGE> 7
GENERAL INFORMATION
The Company is a Georgia corporation with its principal executive
offices at 2100 RiverEdge Parkway, Suite 1200, Atlanta, Georgia 30328. Its
telephone number is (770) 953-8300.
Up to 425,000 shares of Common Stock offered hereby have been or may be
issued to the Selling Shareholders by the Company as restricted stock or
acquired upon the exercise of stock options granted and to be granted in the
future pursuant to the Directors Plan.
SELLING SHAREHOLDERS
The following table sets forth as of May 15, 1998 the name of each
person eligible to use this Prospectus as a Selling Shareholder, the number of
shares of Common Stock beneficially owned by such Selling Shareholder prior to
this offering, the number of shares that the Selling Shareholder is eligible to
reoffer and resell hereby and the number of shares of Common Stock to be owned
after the completion of the offering made hereby. According to rules adopted by
the Commission, one is a "beneficial owner" of securities if one has or shares
the power to vote or direct the voting or the disposition of the securities.
Except as otherwise noted, the indicated owners have sole voting and investment
power with respect to shares beneficially owned. An asterisk (*) indicates
beneficial ownership of less than 1% of the outstanding shares of Common Stock
of the Company. The business address of each Selling Shareholder is 2100
RiverEdge Parkway, Suite 1200, Atlanta, Georgia 30328.
<TABLE>
<CAPTION>
SHARES OWNED PRIOR SHARES OWNED AFTER
TO OFFERING COMPLETION OF OFFERING
---------------------- ---------------------------
PERCENT NUMBER OF SHARES PERCENT
NAME NUMBER(1) OF CLASS OFFERED HEREBY NUMBER OF CLASS
- ---- ------ -------- ------------------ ------ --------
<S> <C> <C> <C> <C> <C>
F. Duane Ackerman.............. 7,016 (2) * 6,216 800 *
Hollis L. Harris............... 930 * 0 930 *
W. Stell Huie.................. 27,845 (3) * 4,939 22,906 *
Thomas F. Keller............... 7,166 (4) * 6,216 950 *
James F. McDonald.............. 300 * 0 300 *
Daniel W. McGlaughlin.......... 2,677 (5) * 1,277 1,400 *
C. Douglas Miller.............. 1,684 (6) * 1,277 407 *
G. Harold Northrop............. 9,628 (7) * 6,216 3,412 *
William B. Stokely, III........ 6,300 (8) * 0 6,300 *
</TABLE>
(1) The number of shares shown includes shares that are not currently
outstanding but which certain shareholders are entitled to acquire or
will be entitled to acquire within 60 days herefrom upon the exercise
of stock options. Such shares are deemed to be outstanding for the
purpose of computing the percentage of outstanding stock owned by the
particular shareholder but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person.
(2) The shares indicated include 6,216 shares subject to options.
2
<PAGE> 8
(3) The shares indicated include 4,939 shares subject to options and 1,180
shares owned by Mr. Huie's wife.
(4) The shares indicated include 6,216 shares subject to options.
(5) The shares indicated include 1,277 shares subject to options.
(6) The shares indicated include 1,277 shares subject to options.
(7) The shares indicated include 6,216 shares subject to options.
(8) The shares indicated include 5,000 shares owned by the William B. Stokely
Foundation.
MANNER OF SALE
The offering being made hereby is not underwritten. The sale of the
shares offered hereby by the Selling Shareholders may be effected from time to
time on the New York Stock Exchange or such other national securities exchange
or automated interdealer quotation system on which the shares of the Company's
Common Stock are then listed, in transactions in the over-the-counter market or
in negotiated transactions or through a combination of such methods of sale at
market prices prevailing at the time of sale or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the shares for which such broker-dealers may act as
agents or to whom they sell as principals, or both.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission are hereby 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, 1997;
(2) The Company's Proxy Statement dated March 20, 1998 relating to its
1998 Annual Meeting of Shareholders;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
(4) 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.
All reports and documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange 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. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
3
<PAGE> 9
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for each of the three years ended December
31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for the
Company by Long Aldridge & Norman LLP, 303 Peachtree Street, N.E., Suite 5300,
Atlanta, Georgia 30308.
4
<PAGE> 10
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-8 (File No.
33-53627) are hereby incorporated by reference. The changes contained in this
filing with respect to the aforementioned registration statement pertain only to
the number of shares issuable pursuant to the exercise of options under the 1993
Directors Stock Incentive Plan.
The following documents heretofore filed by American Business Products,
Inc. (the "Company" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") 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, 1997;
(2) The Company's Proxy Statement, dated March 20, 1998 relating to its
1998 Annual Meeting of Shareholders;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
(4) 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.
All reports and documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange 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 herein by
reference 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
II-1
<PAGE> 11
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
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.
II-2
<PAGE> 12
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4.1(a) Articles of Incorporation of the Company.(1)
4.2 Amended and Restated Bylaws of the Company.(2)
5 Opinion of Long Aldridge & Norman LLP.*
10.1 The Company's 1993 Directors Stock Incentive Plan.(3)
10.2 Amendment to the Company's 1993 Directors Stock Incentive Plan.(4)
10.3 Second Amendment to the Company's 1993 Directors Stock Incentive
Plan.*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Long Aldridge & Norman LLP (included in its opinion filed
as Exhibit 5 hereto).*
24.1 Powers of Attorney (see signature pages to this Registration
Statement).*
</TABLE>
- -------------
* Filed herewith.
(1) Incorporated herein by reference to Exhibit 3(a) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1989.
(2) Incorporated herein by reference to Exhibit 3.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
(3) Incorporated herein by reference to Exhibit 10(h) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993.
(4) Incorporated herein by reference to Exhibit 10.1(l) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
II-3
<PAGE> 13
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the"1933 Act");
(ii) 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 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) 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, because this registration statement is on Form S-8,
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 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
II-4
<PAGE> 14
(2) That, for the purpose of determining any liability under
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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING
PERSONS.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company has been advised that in the opinion of the 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
II-5
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 July 10, 1998.
AMERICAN BUSINESS PRODUCTS, INC.
(Registrant)
By: /s/ Richard G. Smith
---------------------------------------
Richard G. Smith
Vice President--Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry L. Gellerstedt, III and G. Harold
Northrop, and each of them, as his true and lawful attorneys-in-fact, each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including any post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact (or
any of them) and agents, or their substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of July 10, 1998.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
/s/ Larry L. Gellerstedt, III President, Chief Executive Officer and Director
- ----------------------------- (Principal Executive Officer)
Larry L. Gellerstedt, III
/s/ Richard G. Smith Vice President--Chief Financial Officer
- ----------------------------- (Principal Financial Officer)
Richard G. Smith
/s/ F. Duane Ackerman Director
- -----------------------------
F. Duane Ackerman
Director
- -----------------------------
Henry Curtis VII
Director
- -----------------------------
Hollis L. Harris
/s/ W. Stell Huie Director
- -----------------------------
W. Stell Huie
Director
- -----------------------------
Thomas F. Keller
Director
- -----------------------------
James F. McDonald
Director
- -----------------------------
Daniel W. McGlaughlin
/s/ C. Douglas Miller Director
- -----------------------------
C. Douglas Miller
/s/ G. Harold Northrop Director
- -----------------------------
G. Harold Northrop
/s/ William B. Stokely, III Director
- -----------------------------
William B. Stokely, III
</TABLE>
II-6
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1(a) Articles of Incorporation of the Company.(1)
4.2 Amended and Restated Bylaws of the Company.(2)
5 Opinion of Long Aldridge & Norman LLP.*
10.1 The Company's 1993 Directors Stock Incentive Plan.(3)
10.2 Amendment to the Company's 1993 Directors Stock Incentive Plan.(4)
10.3 Second Amendment to the Company's 1993 Directors Stock Incentive Plan.*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Long Aldridge & Norman LLP (included in its opinion filed as Exhibit 5 hereto).*
24.1 Powers of Attorney (see signature pages to this Registration Statement).*
</TABLE>
- -------------------------
* Filed herewith.
(1) Incorporated herein by reference to Exhibit 3(a) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989.
(2) Incorporated herein by reference to Exhibit 3.2 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
(3) Incorporated herein by reference to Exhibit 10(h) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993.
(4) Incorporated herein by reference to Exhibit 10.1(l) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
II-7
<PAGE> 1
EXHIBIT 5
LONG ALDRIDGE & NORMAN LLP
303 Peachtree Street, N.E.
Suite 5300
Atlanta, Georgia 30308
July 10, 1998
American Business Products, Inc.
2100 RiverEdge Parkway, Suite 1200
Atlanta, Georgia 30328
Re: American Business Products, Inc.
1993 Directors Stock Incentive Plan --
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. Pursuant to the
Registration Statement, the Company intends to register under the Securities Act
of 1933, as amended, an aggregate of 200,000 shares (the "Shares") of common
stock, par value $2.00 per share (the "Common Stock"), of the Company. The
Shares represent shares of Common Stock that may be issued as restricted stock
awards or acquired upon the exercise of options which may be granted in the
future under the 1993 Directors Stock Incentive Plan (the "Directors Plan").
The opinion hereinafter set forth is given to 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 other opinion is implied or to be inferred beyond
such matters. 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 Company solely with
regard to the Registration Statement, may be relied upon by the Company 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
record of corporate proceedings and the Directors Plan. In making all of our
examinations, we assumed the genuineness of all signatures, the authenticity
<PAGE> 2
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 originals or copies of certificates of various public officials. We
have not independently verified or investigated, nor do we assume any
responsibility for, the factual accuracy or completeness of such factual
statements.
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 Directors
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 following
opinion:
(1) the Shares, when issued as restricted stock awards in accordance
with the terms of the Directors Plan or upon the exercise of
options granted in accordance with the terms of the Directors
Plan against payment in full of the option exercise price
therefor, if any, established in accordance with the terms of the
Directors Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Long Aldridge & Norman LLP
------------------------------
LONG ALDRIDGE & NORMAN LLP
By: Leonard A. Silverstein
<PAGE> 1
EXHIBIT 10.3
SECOND AMENDMENT
TO THE AMERICAN BUSINESS PRODUCTS, INC.
1993 DIRECTORS STOCK INCENTIVE PLAN
This Second Amendment to the American Business Products, Inc. 1993
Directors Stock Incentive Plan (the "Plan") is made and entered into this 8th
day of May, 1998, by American Business Products, Inc. (the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Plan for the benefit of its
directors who are not otherwise employees of the Company or its subsidiaries;
and
WHEREAS, the Company believes it is in the best interest of the Company
and its directors to amend the Plan to (i) change the Committee that administers
the Plan, (ii) increase the number of shares of common stock of the Company
authorized for issuance under the Plan, (iii) eliminate the provisions providing
that the directors may receive options in lieu of fees and permitting the
Committee sole discretion to grant Options to eligible directors from time to
time, (iv) increase the vesting period for Option awards made after January 1,
1998, (v) effective January 1, 1998, eliminate the requirement for shareholder
approval of all amendments to the Plan unless required by law, and (vii) to make
certain other changes; and
WHEREAS, Section 10(b) of the Plan permits the Company to amend the
Plan at any time; and
WHEREAS, the Board adopted a resolution authorizing this Second
Amendment to the Plan at its meeting on February 11, 1998, and the shareholders
approved the adoption of this Second Amendment at the annual meeting on May 8,
1998;
NOW, THEREFORE, BE IT RESOLVED, that effective as of January 1, 1998,
the Plan is hereby amended as follows:
1.
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<PAGE> 2
Subsection 2(a) of the Plan shall be amended by striking the first
sentence in its entirety and substituting the following in lieu thereof:
"The Plan shall be administered and interpreted by the
Compensation and Nominating Committee of the Company (the
"Committee").
2.
Section 3 of the Plan is amended by substituting the number "425,000"
for the number "150,000" therein.
3.
Subsection 5(a) of the Plan shall be deleted in its entirety and the
following substituted in lieu thereof:
"(a) Award of Options. The Committee, in its sole discretion,
may grant Options to eligible directors from time to time."
4.
Subsection 5(c)(i) of the Plan shall be deleted in its entirety and this
subsection number shall remain reserved.
5.
Subsection 5(d)(i) of the Plan is amended by adding the following to the
end thereof:
"Notwithstanding the above, each Option granted on or after
January 1, 1998, shall first become fully exercisable (that is,
vested) according to the following schedule: 33 percent on the
first anniversary of the date of grant; 33 percent on the second
anniversary of the date of grant; and 34 percent on the third
anniversary of the date of grant."
6.
Subsection 5(e)(i) of the Plan shall be deleted in its entirety and the
following substituted in lieu thereof:
"(i) The purchase price of each of the shares of Common Stock
underlying each Option (the "Option Price") shall be the fair
market value of the Common Stock on the date the Option is
granted."
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<PAGE> 3
7.
Subsection 5(i)(i) of the Plan shall be deleted in its entirety and the
following substituted in lieu thereof:
"(i) The Option Price shall be payable upon the exercise of the
Option in an amount equal to the number of shares then being
purchased times the per share Option Price. Payment, at the
election of the Optionee or his successors as provided in Section
5(j)(ii), shall be (A) in cash; (B) by delivery to the Company of
a certificate or certificates for shares of the Common Stock duly
endorsed for transfer to the Company with signature guaranteed by
a member firm of a national stock exchange or a national or state
bank (or guaranteed or notarized in such other manner as the
Committee may require); (C) through a broker-assisted cashless
exercise transaction; or (D) by a combination of any or all of
the above."
8.
Subsection 5(j) of the Plan shall be deleted in its entirety and the
following substituted in lieu thereof:
"(j) Effect of Termination of Service or Date. Except as
provided in parts (i), (ii) and (iii) of this subsection, no
Option shall be exercisable unless the Optionee thereof shall
have been a director of the Company from the date the Option
was granted until the date of the exercise.
(i) In the event an Optionee ceases to be a director of
the Company at the request of the Company or due to his failure
to be reelected by the shareholders, any Option or unexercised
portion thereof granted to him which is otherwise exercisable
shall terminate on and shall not be exercisable after the earlier
of (a) the expiration date of the Option, or (b) 3 months after
the date the director ceases to be a director of the Company.
Prior to the earlier of the dates specified in the first sentence
of this subsection 5(j)(ii), the Option shall be exercisable only
in accordance with its terms."
(ii) In the event of the death of an Optionee, any Option
or unexercised portion thereof granted to him which is otherwise
exercisable may be exercised by the executor or administrator of
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<PAGE> 4
his estate at any time prior to the expiration of 1 year from the
date of death of such Optionee.
(iii) In the event an Optionee voluntarily ceases to be a
director of the Company at any time, ceases to be a director upon
attaining age 70, or ceases to be a director due to his becoming
totally and permanently disabled, any Option or unexercised
portion thereof granted to him which is otherwise exercisable
shall terminate on and shall not be exercisable after the earlier
of (a) the expiration date of the Option, or (b) 1 year after the
date the director ceases to be a director of the Company. Prior
to the earlier of the dates specified in the first sentence of
this subsection 5(j)(iii), the Option shall be exercisable only
in accordance with its terms."
9.
Subsection 10(b) of the Plan shall be amended by striking the last two
sentences in their entirety.
10.
Except as specifically set forth herein, the terms of the Plan shall
remain in full force and effect.
The provisions of this Second Amendment shall be effective as of January
1, 1998.
IN WITNESS WHEREOF, the Company has caused this Second Amendment to be
executed by its duly authorized officer as of the date first written above.
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ Larry L. Gellerstedt, III
-----------------------------
Larry L. Gellerstedt, III
Title: Chairman, President and Chief Executive
Officer
-Page 4-
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of American Business Products, Inc. (the "Company") on Form S-8 of our
reports dated February 20, 1998 appearing in and incorporated by reference in
the Annual Report on Form 10-K of the Company for the year ended December 31,
1997 and to the reference to us under the heading "Experts" in the Prospectus,
which is a part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 2, 1998
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