<PAGE> 1
As filed with the Securities and Exchange Commission on May 2, 1995
Registration No. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
HOUGHTON MIFFLIN COMPANY
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(Exact name of registrant as specified in its charter)
Massachusetts 04-1456030
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
1995 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)
___________________
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<TABLE>
Calculation of Registration Fee
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<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title 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 900,000 $46.50(2) $41,850,000 $14,429.88
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<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 April
27, 1995, utilizing the average of the high and low sale prices
reported on the New York Stock Exchange on that date.
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</TABLE>
-2-
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents are incorporated by reference in this
registration statement:
(a) The latest annual report on Form 10-K of Houghton Mifflin
Company (the "Company" or the "registrant") filed with
the Securities and Exchange Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the registrant document referred to in
(a) above; and
(c) The description of the registrant's Common Stock
contained in its registration statement under the
Exchange Act and any amendments or reports filed for the
purpose of updating such description.
In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
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As permitted by Massachusetts law, the Restated Articles of
Organization of the Company contain indemnification provisions to the
effect that, subject to certain standards, directors and officers may be
indemnified by the Company for all liabilities incurred by them in
connection with any proceeding in which they are involved as a result of
serving or having served as a director or officer of the Company or, at
the request of the Company, as a director or officer of any other
organization or in any capacity with respect to any employee benefit
plan.
As permitted by Massachusetts law, the Restated Articles of
Organization of the Company provide that a director of the Company will
not be personally liable to the Company or its stockholders for monetary
damages arising out of the director's breach of his or her fiduciary
duty, except to the extent that the Massachusetts Business Corporation
Law ("MBCL") does not permit exception from such liability. Currently,
the MBCL provides that a director remains potentially liable for monetary
damages for (i) any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) any acts or omissions not in good faith
or involving intentional misconduct or a knowing violation of law; (iii)
any improper payment of a dividend, improper repurchase of the Company's
stock, or certain loans to directors and officers of the Company in
violation of Sections 61 or 62 of MBCL; or (iv) any transaction from
which a director derives an improper benefit.
<PAGE> 4
As also permitted by Massachusetts law, the Company has purchased
directors' and officers' liability insurance, which insures against
certain liabilities incurred in connection with the performance of their
duties.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
The exhibits listed in the accompanying index to exhibits are
filed as part of this Registration Statement.
Item 9. Undertakings.
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(a) 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;
(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; 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, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the 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) 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
<PAGE> 5
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) 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 foregoing provisions, 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 Act 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 Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
<PAGE> 6
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
May 2, 1995.
HOUGHTON MIFFLIN COMPANY
By: Nader F. Darehshori
-----------------------------
Nader F. Darehshori, Chairman
of the Board, President and
Chief Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Principal Executive Officer:
Chairman of the
Board, President,
Chief Executive
Nader F. Darehshori Officer and Director May 2, 1995
- -----------------------------------------
Nader F. Darehshori
Principal Financial and Accounting
Officer:
Vice President, Corporate
Michael J. Lindgren Controller and Treasurer May 2, 1995
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Michael J. Lindgren
Joseph A. Baute* Director May 2, 1995
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Joseph A. Baute
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Gail Deegan* Director May 2, 1995
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Gail Deegan
James O. Freedman* Director May 2, 1995
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James O. Freedman
Mary H. Lindsay* Director May 2, 1995
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Mary H. Lindsay
Charles R. Longsworth* Director May 2, 1995
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Charles R. Longsworth
John F. Magee* Director May 2, 1995
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John F. Magee
Claudine B. Malone* Director May 2, 1995
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Claudine B. Malone
Alfred L. McDougal* Director May 2, 1995
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Alfred L. McDougal
George Putnam * Director May 2, 1995
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George Putnam
Ralph Z. Sorenson* Director May 2, 1995
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Ralph Z. Sorenson
DeRoy C. Thomas* Director May 2, 1995
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DeRoy C. Thomas
*By: Paul D. Weaver
-------------------------------------
Paul D. Weaver, Attorney-in-fact
</TABLE>
<PAGE> 8
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Description
<S> <C>
4.1 Registrant's Restated Articles of Organization, as
amended to date (incorporated by reference to Exhibits
4.1 and 4.2 to Registration Statement No. 33-14850 and
Exhibit 1 to Form 8-K dated December 16, 1988)
4.2 Registrant's By-laws, as amended to date (incorporated
by reference to Exhibit 3 of the registrant's Annual Report
on Form 10-K for the year ended December 31, 1990)
4.3 Rights Agreement between the registrant and the First
National Bank of Boston, as Rights Agent (incorporated
by reference to Exhibit 1 to Form 8-K dated December 16,
1988)
5 Opinion of Goodwin, Procter & Hoar
23.1 Consent of Ernst & Young LLP
23.2 Consent of Goodwin, Procter & Hoar
(included in Exhibit 5 of this registration statement
24 Power of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 5
[Letterhead of Goodwin, Procter & Hoar]
May 2, 1995
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 900,000 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 1995 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GOODWIN, PROCTER & 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 1995 Stock Compensation
Plan of our report dated January 18, 1995, with respect to the consolidated
financial statements and schedule of Houghton Mifflin Company included in its
Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
May 1, 1995
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
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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 1995 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: April 26, 1995 HOUGHTON MIFFLIN COMPANY
By: Nader F. Darehshori
------------------------------
Nader F. Darehshori, Chairman
of the Board, President and
Chief Executive Officer
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Principal Executive Officer:
Chairman of the
Board, President,
Chief Executive
Nader F. Darehshori Officer and Director April 26, 1995
- ------------------------------------------
Nader F. Darehshori
Principal Financial and Accounting
Officer:
Vice President, Corporate
Michael J. Lindgren Controller and Treasurer April 26, 1995
- ------------------------------------------
Michael J. Lindgren
Joseph A. Baute Director April 26, 1995
- ------------------------------------------
Joseph A. Baute
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Gail Deegan Director April 26, 1995
- --------------------------------
Gail Deegan
James O. Freedman Director April 26, 1995
- --------------------------------
James O. Freedman
Mary H. Lindsay Director April 26, 1995
- --------------------------------
Mary H. Lindsay
Charles R. Longsworth Director April 26, 1995
- --------------------------------
Charles R. Longsworth
John F. Magee Director April 26, 1995
- --------------------------------
John F. Magee
Claudine B. Malone Director April 26, 1995
- --------------------------------
Claudine B. Malone
Alfred L. McDougal Director April 26, 1995
- --------------------------------
Alfred L. McDougal
George Putnam Director April 26, 1995
- --------------------------------
George Putnam
Ralph Z. Sorenson Director April 26, 1995
--------------------------------
Ralph Z. Sorenson
DeRoy C. Thomas Director April 26, 1995
- --------------------------------
DeRoy C. Thomas
</TABLE>
