<PAGE> 1
As filed with the Securities and Exchange Commission on November 2, 1994
Registration No. 33-_____________
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HOUGHTON MIFFLIN COMPANY
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(Exact name of registrant as specified in its charter)
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<S> <C>
Massachusetts 04-1456030E
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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222 Berkeley Street, Boston, Massachusetts 02116, 617-351-5000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------------
HOUGHTON MIFFLIN COMPANY
1992 STOCK COMPENSATION PLAN
(Full Title of Plan)
PAUL D. WEAVER, ESQ.
Senior Vice President and General Counsel
222 Berkeley Street
Boston, Massachusetts 02116
617-351-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
Calculation of Registration Fee
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<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Titles of securities to be price offering registration
to be registered registered (1) per share price fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share 65,000 $45.81(2) $2,977,650 $8,635.19
- -----------------------------------------------------------------------------------------
<FN>
(1) Plus such additional number of shares as may be required pursuant to the plan in the
event of a stock dividend, stock split, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act solely
for the purpose of determining the amount of the registration fee and is based upon
the market value of outstanding shares of Houghton Mifflin Company Common Stock on
October 31, 1994, utilizing the average of the high and low sale prices reported on
the New York Stock Exchange on that date.
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The contents of the registrant's registration statement on Form S-8, file
no. 33-51098, are incorporated herein by reference.
<PAGE> 2
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 Boston, Commonwealth of
Massachusetts, on November 2, 1994.
HOUGHTON MIFFLIN COMPANY
By: /s/ Nader F. Darehshori
-----------------------------
Nader F. Darehshori, Chairman
of the Board, President and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Nader F. Darehshori Chairman of the November 2, 1994
- ---------------------------------- Board, President,
Nader F. Darehshori Chief Executive
Officer and Director
Principal Financial and Accounting
Officer:
/s/ Stephen O. Jaeger Executive Vice President, November 2, 1994
- ---------------------------------- Chief Financial Officer,
Stephen O. Jaeger Treasurer and Director
Joseph A. Baute* Director November 2, 1994
- ----------------------------------
Joseph A. Baute
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<PAGE> 3
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<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Gail Deegan* Director November 2, 1994
- ----------------------------------
Gail Deegan
James O. Freedman* Director November 2, 1994
- ----------------------------------
James O. Freedman
Mary H. Lindsay* Director November 2, 1994
- ----------------------------------
Mary H. Lindsay
Charles R. Longsworth* Director November 2, 1994
- ----------------------------------
Charles R. Longsworth
John F. Magee* Director November 2, 1994
- ----------------------------------
John F. Magee
Claudine B. Malone* Director November 2, 1994
- ----------------------------------
Claudine B. Malone
Alfred L. McDougal* Director November 2, 1994
- ----------------------------------
Alfred L. McDougal
George Putnam* Director November 2, 1994
- ----------------------------------
George Putnam
Ralph Z. Sorenson* Director November 2, 1994
- ----------------------------------
Ralph Z. Sorenson
DeRoy C. Thomas* Director November 2, 1994
- ----------------------------------
DeRoy C. Thomas
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*By: /s/ Paul D. Weaver
-----------------------------
Attorney-in-fact
<PAGE> 4
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
5 Opinion of Goodwin, Procter & Hoar
23.1 Consent of Ernst & Young
23.2 Consent of Goodwin, Procter & Hoar
(included in Exhibit 5 of this
registration statement)
24 Power of Attorney
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<PAGE> 1
EXHIBIT 5
[Letterhead of Goodwin, Procter & Hoar]
November 1, 1994
Houghton Mifflin Company
222 Berkeley Street
Boston, Massachusetts 02116
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), of 65,000
shares (the "Shares") of Common Stock, par value $1.00 per shares ("Common
Stock"), of Houghton Mifflin Company, a Massachusetts corporation (the
"Company") to be issued from time to time pursuant to the Company's 1992 Stock
Compensation Plan (the "Plan").
In connection with rendering this opinion, we have examined the
Restated Articles of Organization, as heretofore amended and restated, and the
Bylaws of the Company, as amended through the date hereof; such records of the
corporate proceedings of the Company as we deemed material; a registration
statement on Form S-8 under the Securities Act relating to the Shares (the
"Registration Statement") and such other certificates, receipts, records and
documents as we considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and The Commonwealth of
Massachusetts.
Based upon the foregoing, we are of the opinion that the Shares, when
issued in accordance with the Plan and pursuant to the Registration Statement,
will be legally issued, fully paid and nonassessable shares of the Company's
Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of
state laws regulating the offer and sale of securities.
<PAGE> 2
Houghton Mifflin Company
November 1, 1994
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GOODWIN, PROCTER AND HOAR
<PAGE> 1
EXHIBIT 23.1
------------
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Houghton Mifflin Company 1992 Stock
Compensation Plan of our reports (a) dated January 18, 1994, with respect to
the consolidated financial statements and schedules of Houghton Mifflin Company
incorporated by reference in its Annual Report (Form 10-K) and (b) dated
February 25, 1994, with respect to the financial statements and schedules of
the Houghton Mifflin Company Employees' Savings and Thrift Plan included in the
Plan's Annual Report (Form 11-K), both for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Boston, Massachusetts
October 28, 1994
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
WE, the undersigned officers and Directors of Houghton Mifflin Company,
hereby severally constitute Nader F. Darehshori, Paul D. Weaver and Gary L.
Smith, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below and in such other capacities as the undersigned may
from time to time serve in the future, (1) the Registration Statement on Form
S-8 filed with the Securities and Exchange Commission for the purpose of
registering securities of Houghton Mifflin Company to be issued pursuant to the
Houghton Mifflin Company 1992 Stock Compensation Plan (such registration
statement hereinafter referred to as the "Registration Statement"), and (ii)
any and all amendments to said Registration Statement, and generally to do all
such things in our name and behalf (either on behalf of Houghton Mifflin
Company or in our capacities as officers and Directors thereof) to enable
Houghton Mifflin Company to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements and regulations of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys to said Registration Statement and any and all
amendments thereto.
Witness our hands and common seal on the dates set forth below.
Dated: October 26, 1994 HOUGHTON MIFFLIN COMPANY
By: Nader F. Darehshori
----------------------------------
Nader F. Darehshori, Chairman
of the Board, President and
Chief Executive Officer
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<CAPTION>
Signature Title Date
<S> <C> <C>
Principal Executive Officer:
Nader F. Darehshori Chairman of the October 26 , 1994
- ---------------------------------- Board, President,
Nader F. Darehshori Chief Executive
Officer and Director
Principal Financial and Accounting
Officer:
Stephen O. Jaeger Executive Vice President, October 26, 1994
- ---------------------------------- Chief Financial Officer,
Stephen O. Jaeger Treasurer and Director
Joseph A. Baute Director October 26, 1994
- ----------------------------------
Joseph A. Baute
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<PAGE> 2
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<CAPTION>
Signature Title Date
<S> <C> <C>
Gail Deegan Director October 26, 1994
- ----------------------------------
Gail Deegan
James O. Freedman Director October 26 , 1994
- ----------------------------------
James O. Freedman
Mary H. Lindsay Director October 26 , 1994
- ----------------------------------
Mary H. Lindsay
Charles R. Longsworth Director October26 , 1994
- ----------------------------------
Charles R. Longsworth
John F. Magee Director October 26, 1994
- ----------------------------------
John F. Magee
Claudine B. Malone Director October 26, 1994
- ----------------------------------
Claudine B. Malone
Alfred L. McDougal Director October 26, 1994
- ----------------------------------
Alfred L. McDougal
George Putnam Director October 26, 1994
- ----------------------------------
George Putnam
Ralph Z. Sorenson Director October 26, 1994
- ----------------------------------
Ralph Z. Sorenson
DeRoy C. Thomas Director October 26, 1994
- ----------------------------------
DeRoy C. Thomas
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