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As filed with the Securities and Exchange Commission on July 2, 1998
Registration No. 33-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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 01778
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(Address of Principal Executive Offices) (Zip Code)
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HOUGHTON MIFFLIN COMPANY
1998 STOCK COMPENSATION PLAN
(Full Title of Plan)
PAUL D. WEAVER, ESQ.
Senior Vice President and General Counsel
222 Berkeley Street
Boston, Massachusetts 02116
(Name and address of agent for service)
617-351-5000
(Telephone number,
including area code, of agent for service)
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Calculation of Registration Fee
<TABLE>
<CAPTION>
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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(2) 1,800,000 $32.4375(3) $58,387,500 $17,224.31
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</TABLE>
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(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 Registration Statement also relates to the rights (the "Rights") to
purchase shares of Series A Junior Participating Preferred Stock of the
Registrant which are attached to all shares of Common Stock outstanding as
of, and issued subsequent to, December 19, 1988, pursuant to the terms of
the Registrant's Renewed Rights Agreement, dated as of July 30, 1997.
(3) 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 June 29, 1998, utilizing the average of the
high and low sale prices reported on the New York Stock Exchange on that
date.
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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 to be a part
hereof from the date of 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 hereof to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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.
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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.
(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
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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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on July 2,
1998.
HOUGHTON MIFFLIN COMPANY
By: /s/ Nader F. Darehshori
------------------------------------
Nader F. Darehshori, Chairman
of the Board, President an
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
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<S> <C> <C>
Principal Executive Officer:
/s/ Nader F. Darehshori Chairman of the Board, President, July 2, 1998
- ------------------------------- and Chief Executive Officer, Director
Nader F. Darehshori
Principal Financial Officer:
/s/ Gail Deegan Executive Vice President, Chief July 2, 1998
- ------------------------------- Financial Officer, and Treasurer
Gail Deegan
Principal Accounting Officer:
/s/ David R. Caron Vice President and Controller July 2, 1998
- -------------------------------
David R. Caron
Director July 2, 1998
- -------------------------------
Joseph A. Baute
James O. Freedman* Director July 2, 1998
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James O. Freedman
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Mary H. Lindsay* Director July 2, 1998
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Mary H. Lindsay
Charles R. Longsworth* Director July 2, 1998
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Charles R. Longsworth
John F. Magee* Director July 2, 1998
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John F. Magee
Director July 2, 1998
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Claudine B. Malone
Alfred L. McDougal* Director July 2, 1998
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Alfred L. McDougal
George Putnam* Director July 2, 1998
- -------------------------------
George Putnam
Ralph Z. Sorenson* Director July 2, 1998
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Ralph Z. Sorenson
Robert J. Tarr, Jr.* Director July 2, 1998
- -------------------------------
Robert J. Tarr, Jr.
</TABLE>
*By: /s/ Paul D. Weaver
-----------------------------------
Paul D. Weaver, Attorney-in-fact
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EXHIBIT INDEX
Exhibit No. Description
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, as amended)
Amendment to Restated Articles of Organization in the form
of a certificate of vote of directors establishing a series
of a classs of stock (incorporated by reference to Exhibit
3(i) of the registrant's Annual Report on Form 10-K for the
year ended December 31, 1995)
4.2 Registrant's By-laws, as amended to date (incorporated by
reference to Exhibit 3(ii) of the registrant's Annual Report
on Form 10-K for the year ended December 31, 1995)
4.3 Rights Agreement between the registrant and the First
National Bank of Boston, as Rights Agent (incorporated by
reference to Exhibit 4 of the registrant's Annual Report on
Form 10-K for the year ended December 31, 1995)
Renewed Rights Agreement between the registrant and
BankBoston, N.A., as Rights Agent (incorporated by reference
to Exhibit 4 of the registrant's quarterly report on Form
10-Q for the quarter ended June 30, 1997)
5 Opinion of Goodwin, Procter & Hoar LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5 of this registration statement
24 Power of Attorney
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EXHIBIT 5
[Letterhead of Goodwin, Procter & Hoar LLP]
July 2, 1998
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 1,800,000
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 1998 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,
/s/ GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33__________ ) pertaining to the 1998 Stock Compensation Plan of
Houghton Mifflin Company of our report dated January 26, 1998, 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, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
June 26, 1998
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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, (i) 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 1998 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: June 24, 1998 HOUGHTON MIFFLIN COMPANY
By: /s/ Nader F. Darehshori
------------------------------------
Nader F. Darehshori, Chairman
of the Board, President and
Chief Executive Officer
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Principal Executive Officer:
/s/ Nader F. Darehshori Chairman of the Board, President, June 24, 1998
- ------------------------------- and Chief Executive Officer, Director
Nader F. Darehshori
Principal Financial Officer:
/s/ Gail Deegan Executive Vice President, Chief June 24, 1998
- ------------------------------- Financial Officer, and Treasurer
Gail Deegan
Principal Accounting Officer:
/s/ David R. Caron Vice President and Controller June 24, 1998
- -------------------------------
David R. Caron
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Director June 24, 1998
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Joseph A. Baute
/s/ James O. Freedman Director June 24, 1998
- -------------------------------
James O. Freedman
/s/ Mary H. Lindsay Director June 24, 1998
- -------------------------------
Mary H. Lindsay
/s/ Charles R. Longsworth Director June 24, 1998
- -------------------------------
Charles R. Longsworth
/s/ John F. Magee Director June 24, 1998
- -------------------------------
John F. Magee
Director June 24, 1998
- -------------------------------
Claudine B. Malone
/s/ Alfred L. McDougal Director June 24, 1998
- -------------------------------
Alfred L. McDougal
/s/ George Putnam Director June 24, 1998
- -------------------------------
George Putnam
/s/ Ralph Z. Sorenson Director June 24, 1998
- -------------------------------
Ralph Z. Sorenson
/s/ Robert J. Tarr, Jr. Director June 24, 1998
- -------------------------------
Robert J. Tarr, Jr.
</TABLE>
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