<PAGE>
As filed with the Securities and Exchange Commission on March 2, 1999
Registration No. 333--
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUNT CORPORATION
(Exact name of issuer as specified in its charter)
Pennsylvania 21-0481254
- ----------------------- -------------------
(State of Incorporation) (IRS Employer ID No.)
One Commerce Square
2005 Market Street
Philadelphia, Pennsylvania 19103-7085
-------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
1993 STOCK OPTION AND STOCK GRANT PLAN
--------------------------------------
(Full title of the plan)
William E. Chandler
Senior Vice President, Finance
Hunt Corporation
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7085
(215) 656-0300
--------------------------------------------------------
(Name, address and telephone number of agent for service)
Copy to:
John C. Bennett, Jr., Esq.
Drinker Biddle & Reath LLP
1100 Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount registration
be registered registered offering price per aggregate offering fee (1)
share (1) price (1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Shares, par
value .$10 per share 11,000 $23.500 $258,500
- --------------------------------------------------------------------------------------------------------------------
45,283 $24.844 $1,125,011
- --------------------------------------------------------------------------------------------------------------------
35,332 $24.594 $868,955
- --------------------------------------------------------------------------------------------------------------------
11,666 $21.188 $247,179
- --------------------------------------------------------------------------------------------------------------------
12,750 $23.250 $296,437
- --------------------------------------------------------------------------------------------------------------------
211,440 $18.625 $3,938,070
- --------------------------------------------------------------------------------------------------------------------
1,422,529 $10.4375 $14,847,646
- --------------------------------------------------------------------------------------------------------------------
Total 1,750,000 $ $21,581,798 $6,000
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(c) and (h). As to shares subject to
outstanding but unexercised options, the price and fee are computed
based upon the prices at which such options may be exercised. As to
remaining shares the price and fee are computed based upon the average
of the highest and lowest prices for the common shares as reported in
the New York Stock Exchange consolidated reporting system on February
23, 1999.
<PAGE>
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
Pursuant to General Instruction E (Registration of Additional Securities) to
Form S-8, the Registrant hereby incorporates by reference the contents of its
Registration Statement on Form S-8 (Registration No. 33-70660) relating to its
1993 Stock Option and Stock Grant Plan, except for the items set forth below:
Item 8. Exhibits
(5) Opinion re: Legality
(a) Opinion of Drinker Biddle & Reath LLP
(23) Consents of Experts and Counsel
(a) Consent of PricewaterhouseCoopers LLP
(b) (the consent of counsel is contained in
the opinion filed as Exhibit 5(a) hereto)
-2-
<PAGE>
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 Philadelphia, Pennsylvania on February 24, 1999.
HUNT CORPORATION
By: /s/ William E. Chandler
-------------------------------
William E. Chandler
Senior Vice President, Finance
-3-
<PAGE>
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 DONALD L. THOMPSON, CHAIRMAN, PRESIDENT 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.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Capacity Date
- --------------------------------- ------------------------------------- -----------------
/s/ Donald L. Thompson Chairman of the Board of Directors
- --------------------------------- President and Chief Executive Officer February 24, 1999
Donald L. Thompson
/s/ William E. Chandler Senior Vice President, Finance
- --------------------------------- (Principal Financial Officer) February 24, 1999
William E. Chandler
/s/ John Fanelli, III Vice President and Controller
- --------------------------------- (Principal Accounting Officer) February 24, 1999
John Fanelli, III
/s/ Donald D. Belcher
- ---------------------------------
Donald D. Belcher Director February 10, 1999
/s/ Jack Farber
- ---------------------------------
Jack Farber Director February 10, 1999
/s/ Malcolm J. Thompson
- ---------------------------------
Malcolm J. Thompson Director February 10, 1999
/s/ William F. Hamilton
- ---------------------------------
William F. Hamilton Director February 10, 1999
- ---------------------------------
Mary R. Henderson Director February ___, 1999
/s/ Gordon A. MacInnes
- ---------------------------------
Gordon A. MacInnes Director February 10, 1999
/s/ Wilson D. McElhinny
- ---------------------------------
Wilson D. McElhinny Director February 10, 1999
/s/ Robert H. Rock
- ---------------------------------
Robert H. Rock Director February 10, 1999
/s/ Roderic H. Ross
- ---------------------------------
Roderic H. Ross Director February 10, 1999
/s/ Victoria B. Vallely
- ---------------------------------
Victoria B. Vallely Director February 10, 1999
</TABLE>
-4-
<PAGE>
Exhibit 5(a)
February 24, 1999
Hunt Corporation
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7085
Ladies and Gentlemen:
We have acted as counsel to Hunt Corporation (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933, as amended, (the "Registration Statement") relating to 1,750,000
additional common shares, par value $.10 per share, of the Company (the "Common
Shares"), authorized for issuance upon exercise of options granted or to be
granted under the Company's 1993 Stock Option and Stock Grant Plan (the "Plan")
and upon vesting of stock grants made or to be made under the Plan.
In this connection, we have reviewed the Company's Restated
Articles of Incorporation and its By-Laws, as amended, resolutions of its Board
of Directors and shareholders, the Plan and such other documents and corporate
records as we have deemed appropriate in the circumstances.
Based upon the foregoing and consideration of such questions
of law as we have deemed relevant, we are of the opinion that the issuance of
the Common Shares by the Company, in accordance with the terms of the Plan, upon
the exercise of stock options and upon the vesting of stock grants properly
granted under the Plan has been duly and validly authorized by the necessary
corporate action, and the Common Shares will be, when so issued, validly issued,
fully-paid and non-assessable by the Company.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the consent we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
DRINKER BIDDLE & REATH LLP
-5-
<PAGE>
Exhibit 23 (a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Hunt Corporation and subsidiaries (the "Company") related to its 1993 Stock
Option and Stock Grant Plan on Form S-8 of our reports, dated January 28, 1999,
on our audit of the consolidated financial statements and financial statement
schedule of the Company as of November 29, 1998 and November 30, 1997, and for
each of the three years in the period ended November 29, 1998, which reports are
included in the Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 1, 1999
-6-
