<PAGE> 1
As filed with the Securities and Exchange Commission on July 20, 1999
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. 1999 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
---------------
JOHN H. KARR 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)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered (1) per share offering price fee
==================================================================================================================
<S> <C> <C> <C> <C>
Common 609,076 (2) (2) (2) (2)
Stock,$2.00 par 200,000 (2) (2) (2) (2)
value 100,000 (3) $16.875 (3) $1,687,500 (3) $469.13 (3)
per share 100,000 (3) $16.875 (3) $1,687,500 (3) $469.13 (3)
Total $938.26
==================================================================================================================
</TABLE>
(1) The shares of common stock being registered represent (i) 609,076
shares of common stock available for issuance and not subject to
outstanding options or awards that were transferred from the American
Business Products, Inc. 1981 Stock Incentive Plan, 1991 Stock Incentive
Plan and 1993 Directors Stock Incentive Plan to the American Business
Products, Inc. 1999 Incentive Compensation Plan, (ii) 200,000 shares of
common stock receivable upon exercise of outstanding options granted
under the 1981 Stock Incentive Plan, 1991 Stock Incentive Plan and 1993
Directors Stock Incentive Plan which options we estimate may be
forfeited or canceled or may expire without the issuance of common
stock, (iii) 100,000 shares of outstanding common stock which we
estimate may be tendered to us in payment of the exercise price and/or
in satisfaction of income tax or other withholding obligations under
the 1981 Stock Incentive Plan, 1991 Stock Incentive Plan, 1993
Directors Stock Incentive Plan and 1999 Incentive Compensation Plan,
and (iv) 100,000 shares of common stock which we estimate that we may
repurchase through open market or privately negotiated transactions. An
undetermined number of additional shares may be issued, or the shares
registered hereunder may be combined into an undetermined lesser number
of shares, as a result of events such as stock splits, stock dividends
or similar transactions pursuant to the terms of the 1999 Incentive
Compensation Plan.
(2) Pursuant to Rule 429 under the Securities Act, an aggregate of 609,076
shares of common stock registered under earlier registration statements
on Form S-8, Commission File Nos. 033-53627, 033-59271, 033-39314 and
333-58901, are being carried forward to this registration statement.
Additionally, 200,000 shares of common stock previously registered
under those earlier registration statements that are receivable upon
exercise of outstanding options which options we estimate may be
forfeited or canceled or may expire without the issuance of the
underlying common stock are included in this registration statement.
The registration fees relating to these shares were previously paid in
connection with those earlier registration statements and, therefore,
no registration fees relating to these shares are payable in connection
with this registration statement.
(3) The offering price for these shares is estimated pursuant to Rule
457(c) and (h) 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 our common stock on July 16, 1999 as quoted on
the New York Stock Exchange.
<PAGE> 3
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENTS
This Registration Statement includes shares of common stock available
for issuance that were transferred to the American Business Products, Inc. 1999
Incentive Compensation Plan from the American Business Products, Inc. 1981 Stock
Incentive Plan, 1991 Stock Incentive Plan and 1993 Directors Stock Incentive
Plan and shares of common stock that are receivable upon exercise of outstanding
options granted under those plans which options we estimate may be forfeited or
canceled or may expire without the issuance of the underlying common stock.
Earlier registration statements filed on Form S-8, Commission File Nos.
033-53627, 033-59271, 033-39314 and 333-58901, relating to these shares of
common stock are effective. Pursuant to General Instruction E to Form S-8, the
contents of those earlier registration statements are incorporated herein by
reference.
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. 1999 Incentive Compensation
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.
1,009,076 SHARES
COMMON STOCK
-----------------
This prospectus relates to reoffers and resales by certain selling
shareholders of up to 1,009,076 shares of common stock that have been or may in
the future be issued as restricted stock or performance shares, or acquired upon
the exercise of stock options granted and to be granted in the future pursuant
to the American Business Products, Inc. 1999 Incentive Compensation 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 plan.
The holders of these shares may offer and sell them from time to time
pursuant to this prospectus through transactions on the New York Stock Exchange
or such other national securities exchange or automated interdealer quotation
system on which the shares of 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 American Business Products are listed on
the New York Stock Exchange under the trading symbol "ABP." On July 16, 1999,
the last reported sale price for the shares of common stock on the New York
Stock Exchange was $16.9375 per share.
-----------------
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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.
The date of this prospectus is July 20, 1999.
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION....................................................................... 3
GENERAL INFORMATION....................................................................................... 4
SELLING SHAREHOLDERS...................................................................................... 4
MANNER OF SALE............................................................................................ 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................................................... 4
EXPERTS................................................................................................... 5
LEGAL MATTERS............................................................................................. 5
</TABLE>
2
<PAGE> 6
WHERE YOU CAN FIND MORE INFORMATION
Federal securities laws require us to file information with the
Securities and Exchange Commission concerning our business and operations.
Accordingly, we file annual, quarterly and special reports, proxy statements and
other information with the Commission. You can inspect and copy this information
at the public reference facility maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You can also
do so at the following regional offices of the Commission:
New York Regional Office
Seven World Trade Center
Suite 1300
New York, New York 10048
Chicago Regional Office
Northwest Atrium Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661
You can get additional information about the operation of the
Commission's public reference facilities by calling the Commission at
1-800-SEC-0330. The Commission also maintains a web site (http://www.sec.gov)
that contains reports, proxy and information statements and other information
regarding companies that, like us, file information electronically with the
Commission. You can also inspect information about us at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933 with respect to the shares of common stock
offered hereby. This prospectus, which is a part of that 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. The registration statement and
its exhibits contain further information with respect to American Business
Products and the shares of common stock offered hereby. You may obtain copies of
the registration statement, including exhibits, from the public reference
facilities of the Commission referenced above upon payment of the prescribed
fees or examine the registration statement without charge at such facilities.
3
<PAGE> 7
GENERAL INFORMATION
American Business Products 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 1,009,076 shares of common stock offered hereby have been or may
be issued to the selling shareholders by American Business Products as
restricted stock or performance shares, or acquired upon the exercise of stock
options granted and to be granted in the future pursuant to the American
Business Products, Inc. 1999 Incentive Compensation Plan.
SELLING SHAREHOLDERS
The selling shareholders are key employees and nonemployee directors of
American Business Products who received the shares of common stock offered
hereby through participation in the American Business Products, Inc. 1999
Incentive Compensation Plan. American Business Products will supplement this
prospectus with the names of the selling shareholders and the number of shares
of common stock to be sold by the selling shareholders as such information
becomes known.
MANNER OF SALE
The offering being made hereby is not underwritten. The selling
shareholders may sell the shares offered hereby through transactions on the New
York Stock Exchange or such other national securities exchange or automated
interdealer quotation system on which the shares of the 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 sell 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 Commission allows us to "incorporate by reference" the information
we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered part of this prospectus, and later information that we file with
the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below, and future filings made
with the Commission will automatically update and supersede this information. We
incorporate by reference documents listed below and any future filings made with
the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the selling shareholders sell all their shares
offered by this prospectus.
We have filed the following documents with the Commission:
(1) Our Annual Report on Form 10-K for the year ended December 31,
1998;
(2) Our Quarterly Report on Form 10-Q for the quarter ended March
31, 1999;
(3) Our Current Report on Form 8-K filed on March 25, 1999 (event
date: March 18, 1999);
(4) Our Current Report on Form 8-K filed on May 7, 1999 (event
date: May 5, 1999);
4
<PAGE> 8
(5) Our Current Report on Form 8-K filed on June 3, 1999 (event
date: June 1, 1999);
(6) Our Proxy Statement dated March 31, 1999 relating to our 1999
Annual Meeting of Shareholders; and
(7) Our description of common stock included in Item 1 of the
Registration Statement on Form 8-A (Registration No. 1-7088),
as filed with the Commission on November 20, 1972.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
2100 RiverEdge Parkway
Suite 1200
Atlanta, Georgia 30328
Attention: Mr. John H. Karr
Treasurer and Secretary
Telephone: (770) 953-8300
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 the year ended December 31, 1998 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
LEGAL MATTERS
Long Aldridge & Norman LLP, Atlanta, Georgia, has passed upon certain
legal matters regarding the shares offered by this prospectus.
5
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information
we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered part of this prospectus, and later information that we file with
the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below, and future filings made
with the Commission will automatically update and supersede this information. We
incorporate by reference documents listed below and any future filings made with
the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until the selling shareholders sell all their shares offered by this prospectus.
We have filed the following documents with the Commission:
(1) Our Annual Report on Form 10-K for the year ended December 31,
1998;
(2) Our Quarterly Report on Form 10-Q for the quarter ended March
31, 1999;
(3) Our Current Report on Form 8-K filed on March 25, 1999 (event
date: March 18, 1999);
(4) Our Current Report on Form 8-K filed on May 7, 1999 (event
date: May 5, 1999);
(5) Our Current Report on Form 8-K filed on June 3, 1999 (event
date: June 1, 1999);
(6) Our Proxy Statement dated March 31, 1999 relating to our 1999
Annual Meeting of Shareholders; and
(7) Our description of common stock included in Item 1 of the
Registration Statement on Form 8-A (Registration No. 1-7088),
as filed with the Commission on November 20, 1972.
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
II-1
<PAGE> 10
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 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 Amended and Restated Articles of
Incorporation of American Business Products and Article VII of the Bylaws of
American Business Products 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 American Business Products 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 American Business Products as
permitted by its Bylaws and the laws of the State of Georgia.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion of Long Aldridge & Norman LLP.
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>
ITEM 9. UNDERTAKINGS
A. RULE 415 OFFERING.
The undersigned Registrant hereby undertakes:
II-2
<PAGE> 11
(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;
(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 end 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; and
(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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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 and will be governed by the final adjudication of such issue.
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<PAGE> 12
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 July 20, 1999.
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 Christopher R. Williams and John H. Karr,
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 20, 1999.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
President, Chief Executive Officer and Director
- ---------------------------------------
Larry L. Gellerstedt, III
/s/ Christopher R. Williams Vice President-Chief Information Officer
- --------------------------------------- (Acting Principal Executive Officer)
Christopher R. Williams
/s/ Richard G. Smith Vice President--Chief Financial Officer
- --------------------------------------- (Principal Financial Officer)
Richard G. Smith
/s/ Henry Curtis VII Director
- ---------------------------------------
Henry Curtis VII
</TABLE>
[Signatures continued on following page]
II-4
<PAGE> 13
<TABLE>
<S> <C>
/s/ Hollis L. Harris Director
- ---------------------------------------
Hollis L. Harris
/s/ W. Stell Huie Director
- ---------------------------------------
W. Stell Huie
/s/ Thomas F. Keller Director
- ---------------------------------------
Thomas F. Keller
/s/ James F. McDonald 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/ Joe W. Rogers, Jr. Director
- ---------------------------------------
Joe W. Rogers, Jr.
/s/ William B. Stokely, III Director
- ---------------------------------------
William B. Stokely, III
</TABLE>
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<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion of Long Aldridge & Norman LLP.
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>
II-6
<PAGE> 1
Exhibit 5
LONG ALDRIDGE & NORMAN LLP
303 Peachtree Street, N.E.
Suite 5300
Atlanta, Georgia 30308
July 20, 1999
American Business Products, Inc.
2100 RiverEdge Parkway, Suite 1200
Atlanta, Georgia 30328
Re: American Business Products, Inc.
1999 Incentive Compensation 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 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 1,009,076 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 or performance share awards or
acquired upon the exercise of options which have been granted or may be granted
in the future under the 1999 Incentive Compensation Plan (the "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 Plan. 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
<PAGE> 2
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 an officer 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 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 or performance
share awards in accordance with the terms of the Plan or upon
the exercise of options granted in accordance with the terms
of the Plan against payment in full of the option exercise
price therefor, if any, established in accordance with the
terms of the 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,
LONG ALDRIDGE & NORMAN LLP
By: /s/ Leonard A. Silverstein
--------------------------------
Leonard A. Silverstein
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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
report dated February 11, 1999 appearing in the Annual Report on Form 10-K of
the Company for the year ended December 31, 1998 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 20, 1999
