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As filed with the Securities and Exchange Commission on December 28, 1994
Registration No 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M S - 8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUNT MANUFACTURING CO.
(Exact name of issuer as specified in its charter)
Pennsylvania 21-0481254
(State of incorporation) (IRS Employer
Identification No.)
230 South Broad Street
Philadelphia, Pennsylvania 19102
(Address of Principal Executive (Zip Code)
Offices)
HUNT MANUFACTURING CO. SAVINGS PLAN
(Full title of the plan)
William E. Chandler
Senior Vice President, Finance
Hunt Manufacturing Co.
230 South Broad Street
Philadelphia, PA 19102
(215) 732-7700
(Name, address and telephone number of agent for service)
Copy to:
John C. Bennett, Jr., Esq.
Drinker Biddle & Reath
1100 Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount
to be to be price per offering registra-
registered registered share (1) price (1) tion fee
- -------------------------------------------------------------------------------
Common Shares,
par value .$10
per share(2) 300,000 shares $13.875 $4,162,500 $1,435
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(h), on the basis of the sales price
of the Common Shares on the New York Stock Exchange on December 22, 1994.
(2) This registration statement shall be deemed to register an indeterminate
amount of interests in the Plan that are separate securities and required
to be registered under the Securities Act of 1933.
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This registration statement is being filed for the purpose of registering
additional securities under Registrants' Savings Plan. Securities issued under
the Plan also have been registered under registration statement number 33-6359.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
(Not required to be filed as part of this
registration statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Hunt Manufacturing Co. (the "Company" or "Registrant") and the Hunt
Manufacturing Co. Savings Plan (the "Plan") hereby incorporate into this
registration statement by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
November 28, 1993 and Amendment No. 1 thereto containing the Plan's financial
statements;
(b) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended February 27, 1994, May 29, 1994 and August 29, 1994; and
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Securities Exchange
Act of 1934 on October 27, 1980; and the description of the Rights which are
deemed to be attached to the Company's Common Stock (until the occurrence of
certain events) contained in the Company's Form 8-A which became effective on
August 31, 1990.
All reports subsequently filed by the Company and the Plan pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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.
Item 4. Description of Securities
Not applicable
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Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
The By-laws of the Company limit the personal liability of directors of
the Company for monetary damages for any action taken, or any failure to take
any action, as a director except to the extent that a director's liability for
monetary damages may not be limited or avoided under the terms of the
Pennsylvania Directors' Liability Act, as the same may be amended from time to
time, or any applicable Pennsylvania statute thereafter enacted. The Directors'
Liability Act generally provides that the liability of directors may not be
limited for a director's breach of or failure to perform the duties of his or
her office or for self-dealing, nor may the limitation of liability extend to
the responsibility or liability of a director under any criminal statute or for
the payment of taxes under local, state or federal law.
The By-laws of the Company essentially provide for indemnification of
directors and officers of the Company and its subsidiaries to the full extent
permitted by the Pennsylvania Business Corporation Law and other applicable law.
The By-laws provide that the Company shall indemnify any person who was or is a
party (other than a party plaintiff suing in their own behalf or in the right of
the Company) or is threatened to be made a party to or a subject of any
threatened, pending or completed action, suit or proceeding (collectively, a
"Proceeding"), including actions by or in the right of the Company , whether
civil, criminal, administrative or investigative, by reason of the fact that
such person (an "Indemnified Person") is or was a director or officer of the
Company, or is or was serving, while a director or officer of the Company, at
the request of the Company as a director, officer, employee, agent, fiduciary or
other representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines, excise taxes, punitive damages and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such Proceeding, unless the act or failure to act giving rise to the claim
for indemnification is determined by a court to have constituted willful
misconduct or recklessness. If a person is entitled to indemnification in
respect of a portion, but not to all, of any liability, the Company shall
indemnify such person to the extent of such portion.
The By-laws also state that the indemnification provided for therein is
not exclusive of any other rights persons seeking indemnification might have.
Thus, the By-Laws permit the Company to enter into indemnification agreements
with directors and officers and other Indemnified Persons and to purchase and
maintain insurance on behalf of such persons against any
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liability incurred by them in any such capacity or arising out of their status
as such, whether or not the Company would have the power to indemnify such
person against such liability under the provisions of the Company's By-laws. The
Company currently maintains directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
(4) Instruments defining the rights of security holders:
(a) Restated Articles of Incorporation, as amended (composite).
(b) By-Laws, as amended (incorp. by ref. to Ex. 4(a) to fiscal 1990
Form 10-K).
(c) Rights Agreement dated as of August 8, 1990 (including as
Exhibit A thereto the Designation of Powers, Preferences, Rights
and Qualifications of Preferred Stock), between the Company and
Mellon Bank (East), N.A., as original Rights Agent (incorp. by
ref. to Ex. 4.1 to August 1990 Form 8-K) and Assignment and
Assumption Agreement dated December 2, 1991, with American Stock
Transfer and Trust Company, as successor Rights Agent (incorp.
by ref. to Ex. 4(d) to fiscal 1991 Form 10-K).
(d) Miscellaneous long-term debt instruments and credit facility
agreements of the Company, under which the underlying authorized
debt is equal to less than 10% of the total assets of the
Company and its subsidiaries on a consolidated basis, have not
been filed as exhibits to this registration statement. The
Company agrees to furnish to the Commission, upon request,
copies of any such unfiled instruments.
(5) The Registrant has submitted or will submit the Savings Plan and
amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in
order to qualify such Plan.
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(23) Consents of Experts and Counsel
(a) Consent of Coopers & Lybrand
(b) (the consent of counsel is contained in the opinion filed as
Exhibit 5(a) hereto)
Item 9. Undertakings
The undersigned Registrant hereby undertakes as follows:
(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,
represents 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 (i) and (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 by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 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.
(4) 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) of the Securities Exchange Act of 1934 (and, if applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Act of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new
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registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) 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.
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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 From S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania on December 22, 1994.
HUNT MANUFACTURING CO.
By/s/ William E. Chandler
-----------------------
William E. Chandler
Senior Vice President,
Finance
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. EACH PERSON IN SO SIGNING, ALSO MAKES,
CONSTITUTES AND APPOINTS RONALD J. NAPLES, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OF THE REGISTRANT, AND WILLIAM E. CHANDLER, SENIOR VICE PRESIDENT, FINANCE, OF
THE REGISTRANT, AND EACH OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT,
IN HIS OR HER NAME, PLACE AND STEAD TO EXECUTE AND CAUSE TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ANY AND ALL POST-EFFECTIVE AMENDMENTS TO THIS
REGISTRATION STATEMENT.
Signature Capacity Date
/s/ Ronald J. Naples Chairman of the December 14, 1994
- --------------------------- Board, Director and
Ronald J.Naples Chief Executive
Officer
/s/ William E. Chandler Senior Vice Presi- December 14, 1994
- --------------------------- dent, Finance
William E. Chandler (Principal Financial
Officer)
/s/ Stephen P. Rolf Vice President and December 14, 1994
- --------------------------- Controller (Principal
Stephen P. Rolf Accounting Officer)
/s/ Vincent G. Bell, Jr. Director December 14, 1994
- ---------------------------
Vincent G. Bell, Jr.
/s/ Jack Farber Director December 14, 1994
- ---------------------------
Jack Farber
/s/ Robert B. Fritsch Director December 14, 1994
- ---------------------------
Robert B. Fritsch
/s/ William F. Hamilton Director December 14, 1994
- ---------------------------
William F. Hamilton
/s/ Mary R. Henderson Director December 14, 1994
- ---------------------------
Mary R. (Nina) Henderson
/s/ Gordon A. MacInnes, Jr. Director December 14, 1994
- ---------------------------
Gordon A. MacInnes, Jr.
/s/ Wilson D. McElhinny Director December 14, 1994
- ---------------------------
Wilson D. McElhinny
/s/ Robert H. Rock Director December 14, 1994
- ---------------------------
Robert H. Rock
/s/ Roderic H. Ross Director December 14, 1994
- ---------------------------
Roderic H. Ross
/s/ Victoria B. Vallely Director December 14, 1994
- -----------------------
Victoria B. Vallely
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Administrators of the Plan have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Philadelphia, Pennsylvania on December 22, 1994.
HUNT MANUFACTURING SAVINGS PLAN
By /s/ William E. Chandler
-----------------------------------
Member of Administrative Committee
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INDEX OF EXHIBITS
FILED WITH THIS
REGISTRATION STATEMENT
Exhibit
4(a) Restated Articles of Incorporation, as amended (composite)
23 Consent of Coopers & Lybrand
<PAGE> 1
Exhibit 4(a)
Composite
Restated Articles of Incorporation
as amended
of
HUNT MANUFACTURING CO.
1st. The name of the corporation is Hunt Manufacturing Co.
2nd. The location and post office address of its registered office in the
Commonwealth of Pennsylvania is 1405 Locust Street, Philadelphia, Pennsylvania.
3rd. The corporation shall have unlimited power to engage in or to do any
lawful act concerning any or all lawful business for which corporations may be
incorporated under the Act of May 5, 1933, P.L. 364, as amended.
The corporation is organized under the Act of May 5, 1933, P.L. 364, as
amended.
4th. The term of which it is to exist is perpetual.
5th. The aggregate number of shares which the Corporation shall have
authority to issue is: 41,000,000 shares, dividend into 1,000,000 Preferred
Shares of the par value of $.10 per share, and 40,000,000 Common Shares of the
par value of $.10 per share.
A description of the shares of each class and a statement of the
preferences, qualifications, limitations, restrictions, and the special or
relative rights granted to or imposed upon the shares of each class, except such
thereof as the Board of Directors is authorized to fix, as hereinafter provided,
is as follows:
I. PREFERRED SHARES
The Preferred Shares may be divided into and issued in series, each series
to be so designated as to distinguish the shares thereof from the shares of all
other series and classes. The Board of Directors of the Corporation shall have
authority, by resolution, to divide any or all of the Preferred Shares into one
or more series and, with respect to each series to establish and, prior to the
issue thereof, to fix and determine a distinguishing designation therefor and to
fix and determine:
(a) the rate at which dividends on the shares shall be declared and
paid or set aside for payment; whether dividends at the rate so determined
shall be cumulative and
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if so from what date or dates and on what terms; and whether the shares shall
be entitled to any participating or other dividends in addition to dividends
at the rate so determined, and if so on what terms;
(b) whether or not the shares shall have voting rights, in addition to
the voting rights provided by law, and if so, the terms and conditions
thereof;
(c) whether the shares shall have conversion privileges and, if so, the
terms and conditions of such conversion, including provisions for any
adjustment of the conversion rate;
(d) whether or not the shares shall be redeemable, and, if so, the
terms and conditions of such redemption, including the date or dates upon or
after which they shall be redeemable, and the amount per share payable in
case of redemption, which amount may vary under different conditions and at
different redemption dates;
(e) whether any shares shall be redeemed through sinking fund payments,
and, if so, on what terms;
(f) the rights of the shares of each series in the event of voluntary
or involuntary liquidation, dissolution, winding up or distribution of the
assets of the Corporation; and
(g) any other relative rights, preferences and limitations of each
series.
II. COMMON SHARES
Except as expressly provided by law or by resolution of the Board of
Directors pursuant to the authority granted under Article 5 I hereof, all voting
rights shall be vested in the holders of the Common Shares.
6th. The number of directors which shall constitute the whole board of
directors of the corporation shall be the number from time to time fixed by the
by-laws of the corporation, and such number of directors so fixed in such
by-laws may be changed only upon the affirmative vote of (i) the holders of at
least 70% of all the securities of the corporation then entitled to vote on such
change, or (ii) two-thirds of the directors in office at the time of the vote.
At the time of the corporation's annual meeting of stockholders in 1982,
the Board of Directors shall be divided into three classes: Class I, Class II
and Class III. Such
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classes shall consist of, as nearly as possible, equal numbers of directors. The
term of office of the initial Class I directors shall expire at the regular
annual meeting of stockholders in 1983; the term of office of the initial Class
II directors shall expire at the regular annual meeting of stockholders in 1984,
and the term of office of the initial Class III directors shall expire at the
regular annual meeting of stockholders in 1985, or in each case when their
respective successors are thereafter elected and qualified. At each annual
election held after 1982, the directors chosen to succeed those whose terms are
expiring shall be identified as being of the same class of directors as those
whom they succeed and shall be elected for a term expiring at the third
succeeding regular annual meeting of stockholders after their election or in
each case when their respective successors are thereafter elected and qualified.
In the event of any increase or decrease in the authorized number of
directors, (i) each director then serving as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of his
current term and (ii) the newly created or eliminated directorships resulting
from such increase or decrease shall be apportioned by the Board of Directors
among the three classes of directors so as to maintain such classes as nearly
equal in number as possible. Subject to Sections 4.05(B) and 4.05(C) of the
Pennsylvania Business Corporation Law, any director may be removed with or
without cause only upon the affirmative vote of the holders of at least 70% of
all of the securities of the corporation entitled to vote for the election of
directors; provided that no director shall be removed unless the entire class of
the Board of which the director is a member is removed in any case where the
votes cast against the resolution for said director's removal represent a number
of shares sufficient, if cumulatively voted at an annual election of directors,
to elect one or more directors to the class of [which] the director is a member.
Should a vacancy occur or be created, whether arising through death,
resignation or removal (otherwise than by vote of the voting stockholders of the
corporation, as provided above) of a director or through an increase in the
number of directors of any class (effected otherwise than by vote of the voting
stockholders of the corporation, as provided above), such vacancy shall be
filled by a majority vote of the remaining directors of the class in which such
vacancy occurs or by the sole remaining director of that class if only one such
director remains or by a majority vote of the remaining directors of the other
two classes if there be no remaining member of the class in which the vacancy
occurs. In all other cases any such vacancy shall be filled by vote of the
voting stockholders of the corporation. A director so elected to fill a vacancy
shall serve for the remainder of the then present term of office of the class to
which he was elected.
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(A) The affirmative vote of the holders of at least 70% of all of the
securities of the corporation entitled to vote shall, except as provided in
paragraph (B) of this Article 7th, be required in order for any of the following
actions or transactions to be effected by the corporation, or approved by the
corporation as stockholder of any subsidiary of the corporation:
(i) any merger or consolidation of the corporation or any of its
subsidiaries with or into a Related Person (as hereinafter defined) or any
affiliate, subsidiary or associate (as each of said terms is defined in
the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder) of a Related Person, or
(ii) any sale, lease, exchange or other disposition of all or any
substantial part of the assets of the corporation or any of its
subsidiaries to or with a Related Person or any affiliate, subsidiary or
associate of a Related Person, or
(iii) any issuance or delivery by the corporation of any voting
securities (or any securities or other instruments convertible into voting
securities) of the corporation or any of its subsidiaries (other than
securities issued or delivered by the corporation pursuant to (a) any
present or future stock option plan or other stock plan created for the
benefit of the officers and employees of the corporation or any of its
subsidiaries or (b) any underwritten public offering) to a Related Person
or any affiliate, subsidiary or associate of a Related Person in exchange
for cash, other assets or securities, or any combination thereof, or
(iv) any dissolution of the corporation.
(B) The vote of the securityholders specified in paragraph (A) of this
Article 7th shall not apply to any action or transaction specified in such
paragraph if:
(i) such action or transaction is approved in advance by a majority of the
"Continuing Directors" (said term to mean and include all directors of the
corporation then in office who were duly elected prior to the time the person,
corporation or entity involved in such action or transaction (either directly or
with or through any affiliates, subsidiaries or associates) became a Related
Person, and all directors of the corporation elected as such at the annual
meeting of securityholders at which this Article 7th was adopted) or (ii) such
action or transaction involves solely the corporation and one or more
subsidiaries of
<PAGE> 5
the corporation, or involves solely two or more subsidiaries of the corporation
(provided that none of the stock of any such subsidiary involved is directly or
indirectly beneficially owned by a Related Person (other than such ownership
arising solely because of ownership interests in the corporation)), and, in the
case of a merger, the corporation is the surviving corporation or a subsidiary
of the corporation is the surviving corporation and following such merger the
certificate or articles of incorporation of such subsidiary contain provisions
substantially the same as those in Articles 6th, 7th and 8th of these Articles
of Incorporation.
(C) In determining whether or not to approve or recommend the approval of
any transaction of the type enumerated in items (i), (ii) or (iii) of paragraph
(B) above, whether or not involving (directly or indirectly) a Related Person,
or any other transaction having a similar major effect upon the properties,
operations or control of the Company, the Board of Directors or the Continuing
Directors, as the case may be, shall be entitled to consider, as separate and
independent factors, with such relative weights as they may assign, the
following:
(i) the character, integrity, business philosophy and financial status of
the other party or parties to the transaction;
(ii) the consideration to be received by the corporation or its
securityholders in connection with such transaction, as compared to
(a) the current market price or value of the corporation's properties
or securities;
(b) the value of the corporation, its properties or securities in a
freely negotiated transaction;
(c) the estimated future value of the corporation, its properties or
securities;
(d) such other measures of the value of the corporation, its properties
or securities as the directors may deem appropriate;
(iii) the projected social, legal and economic effects of the proposed
action or transaction upon employees, suppliers and customers of the
corporation and the communities where the corporation does business;
(iv) the general desirability of the corporation's continuing as an
independent entity; and
(v) such other factors as they may deem relevant.
<PAGE> 6
(D) The term "Related Person" as used herein shall mean and include any
individual, corporation, partnership or other person or entity which, together
with its affiliates and associates and any other person or entity with which it
or its affiliates or associates has any agreement, arrangement or understanding,
directly or indirectly, for the purpose of acquiring, holding, voting or
disposing of voting securities of the corporation, directly or indirectly
beneficially owns 5% or more in the aggregate of the outstanding voting
securities of the corporation. A majority of the Continuing Directors then in
office shall have the power and the duty to determine for purposes of this
Article 7th, on the basis of information then known to them, who shall
constitute a Related Person and its affiliates, subsidiaries and associates. Any
such determination by the Continuing Directors shall be conclusive and binding
for all purposes.
8th The provisions set forth in this Article 8th and in Articles 6th and
7th herein may not be repealed or amended in any respect unless such action is
approved by the affirmative vote of the holders of at least 70% of all of the
securities of the corporation entitled to vote thereon.
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Hunt Manufacturing
Co. Savings Plan Form S-8 Registration Statement of our report dated January 17,
1994 on our audits of the consolidated financial statements and financial
statement schedules of Hunt Manufacturing Co. as of November 28, 1993 and
November 29, 1992 and for the years ended November 28, 1993, November 29, 1992,
and December 1, 1991 appearing in the annual report on Form 10-K and our report
dated June 15, 1994, on our audits of the Hunt Manufacturing Co. Savings Plan as
of December 31, 1993 and 1992 and for the years ended December 31, 1993, 1992
and 1991 appearing on the Form 10-K/A which is Amendment No. 1 to the Hunt
Manufacturing Co.'s 1993 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 28, 1994
