As filed with the Securities and Exchange Commission
on April 6, 1995
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-------------------
UNITED STATES BANKNOTE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-0460520
(State or other jurisdiction (IRS Employer Ident. No.)
of incorporation or organization)
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(Address of Principal Executive Offices including Zip Code)
LONG-TERM PERFORMANCE PLAN
DEFERRED STOCK AND COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
EXECUTIVE INCENTIVE PLAN
STOCK PURCHASE INCENTIVE PLAN
(Full title of the plans)
MORRIS WEISSMAN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
UNITED STATES BANKNOTE CORPORATION
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 582-9200
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
HARVEY J. KESNER, ESQUIRE
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UNITED STATES BANKNOTE CORPORATION
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
<TABLE>
Calculation of Registration Fee
<CAPTION>
Title of each Amount to be Proposed Maximum
class of Registered(1) Aggregate Offering
securities Price Per Share(2)
being registered
<S> <C> <C>
Common Stock 3,100,000 $1.75
($0.01 par value),
with associated
Preferred Stock
Purchase Rights
<CAPTION>
Proposed Maximum Amount of Registration
Aggregate Fee(2)
Offering Price(2)
<C> <C>
$5,425,000 $1,870.69
<FN>
(1) In accordance with Rule 416(a), there is also being
registered an indeterminate number of additional shares of Common
Stock that may become issuable pursuant to the anti-dilution
provisions of the Plans.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee, based upon the closing price
for such shares of Common Stock on March 31, 1995, as reported on
the New York Stock Exchange.
</FN>
</TABLE>
<PAGE> 1
EXPLANATORY NOTE
This Registration Statement includes a form of prospectus to
be used by certain persons who may be deemed to be affiliates of
the Company in connection with the resale of restricted shares
of Common Stock previously received by such persons and shares
of Common Stock received by such persons pursuant to this
Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted as permitted.
Item 2. Registrant Information and Employee Plan Annual
Information.
Omitted as permitted.
Prospectus
United States Banknote Corporation
181,875 Shares
Common Stock ($.01 par value)
This Prospectus relates to an aggregate of up to 181,875
shares (the "Shares") of the common stock, $.01 par value per
share (the "Common Stock"), of United States Banknote Corporation
(the "Company") which may be offered for sale from time to time
for the account of the selling shareholders (the "Selling
Shareholders") named herein. The Shares will be acquired by the
Selling Shareholders through the exercise of incentive stock
options or non-qualified stock options granted to the Selling
Shareholders, or Shares granted to or purchased by the Selling
Shareholders, pursuant to the Company's Long-Term Performance
Plan, Deferred Stock and Compensation Plan for Non-Employee
Directors, Executive Incentive Plan, Stock Purchase Incentive
Plan or 1990 Employee Stock Option Plan (together, the "Plans").
Each such option is subject to the terms, conditions and
restrictions set forth in the Plans and the respective stock
option or restricted stock agreements entered into by each
Selling Shareholder with the Company pursuant to the Plans. In
addition, this Prospectus also covers the resale of restricted
shares of Common Stock which the Selling Shareholders may have
previously received pursuant to the Plans.
The Selling Shareholders and any brokers executing selling
orders on behalf of the Selling Shareholders may be deemed to be
"underwriters" as defined by the Securities Act of 1933, as
amended (the "Securities Act"), in which event commissions
received by such brokers may be deemed to be underwriting
commissions under the Securities Act. See "PLAN OF
DISTRIBUTION." The Company will pay all expenses incident to the
offering and sale of the Shares to the public other than
commissions and discounts of underwriters, dealers or agents.
The Company will receive none of the proceeds of this offering.
There is no assurance that any of the Selling Shareholders
will sell any or all of the Shares. The Common Stock is listed
for trading on the New York Stock Exchange ("NYSE") under the
symbol "UBK". On March 31, 1995, the closing price of the Common
Stock was $1.75 per share on that Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or
make any representations, other than as contained herein, and if
given or made, such information or representations must not be
relied upon as having been authorized. This Prospectus does not
<PAGE> 5
constitute an offer to sell, or a solicitation of an offer to
purchase, securities in any state or jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such
state or jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create
any implication that there has been no change in the affairs of
the Company since the date hereof.
One or more supplements to this Prospectus may be filed
pursuant to Rule 424, or otherwise, under the Securities Act to
describe material arrangements for sale of the Shares, if any,
when such arrangements are entered into by the Selling
Shareholders.
The date of this Prospectus is April 15, 1995.
TABLE OF CONTENTS
Available Information . . . . . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference. . . . . . . . . . . . . . 2
General Information . . . . . . . . . . . . . . . . . . . . 3
Selling Shareholders . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 4
Indemnification . . . . . . . . . . . . . . . . . . . . 5
AVAILABLE INFORMATION
The Company files periodic reports and other information
with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Reports, proxy statements and other information
concerning the Company may be inspected and copies may be
obtained at the Commission's Public Reference Section, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates, as well as at the following regional offices: New York
Regional Office, 7 World Trade Center, New York, New York 10048;
and Chicago Regional Office, Northwest Atrium Center, Suite 1400,
500 West Madison Street, Chicago, Illinois 60611. Copies of such
reports, proxy statements and other information concerning the
Company may also be inspected at the NYSE's office at 20 Broad
Street, New York, New York 10005
The Company has filed with the Commission a registration
statement on Form S-8 (of which this Prospectus is a part) under
the Securities Act with respect to the securities offered hereby
(the "Registration Statement"). This Prospectus does not include
all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules
and regulations of the Commission. For additional information
regarding the Plans and the securities offered hereby, reference
is made to the Registration Statement, including the exhibits
filed therewith. Such information may be inspected, and copies
thereof may be obtained, at the places and in the manner set
forth above.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Company filed with the
Commission are incorporated by reference in this Prospectus:
A. The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
B. All other reports filed by the Company pursuant to
Section 13(a) of the Exchange Act since the end of the fiscal
year covered by the annual report referenced in (a) above; and
C. The description of the Common Stock contained in the
Company's Registration Statement on Form 8-B filed with the
Commission on September 30, 1993 under the Exchange Act,
including any amendments or reports filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed
to be incorporated in this Prospectus by reference shall be
deemed to be modified or superseded for the purpose of this
Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also
is or is deemed to be incorporated in this Prospectus by
reference modifies or replaces such statement.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
has been delivered, on the written or oral request of such
person, a copy of any and all of the information that has been or
may be incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by
reference into the information that this Prospectus
incorporates). Written requests for such copies should be
directed to the Secretary, United States Banknote Corporation, 51
West 52nd Street, New York, New York 10019. The telephone number
is (212) 582-9200.
GENERAL INFORMATION
The Company is a holding company which, through its
wholly-owned subsidiaries American Bank Note Company ("ABN") and
American Bank Note Company Grafica e Servicos Ltda.
("ABN-Brazil"), is the largest private sector security printer in
both North America and Brazil. The Company believes that it is
one of the three largest private sector security printers in the
world. ABN and ABN-Brazil design, engrave and produce
counterfeit-resistant documents of value, the printing of which
constitutes a specialized niche on the printing industry.
American Bank Note Holographics, Inc. ("ABNH"), a wholly-owned
subsidiary of the Company, is the world's largest producer of
holograms for security applications.
ABN's products include U.S. Department of Agriculture food
coupons, official checks for the U.S. Department of the Treasury,
stock and bond certificates, travelers cheques, foreign currency
and commercial documents of value such as gift certificates and
bank checks. The Company believes that it produces a majority of
all publicly traded stock and bond certificates utilized in the
United States.
ABN-Brazil, based in Rio de Janeiro and Sao Paulo, is a
leading private sector check printer in Brazil, as well as a
leading financial payment card and pre-paid telephone card
manufacturer. ABN-Brazil produces a wide variety of lithographic
and intaglio documents for governmental and commercial customers
in Brazil and neighboring countries, including motor vehicle
registration forms, luncheon vouchers and drivers licenses.
ABNH develops, produces and markets holograms used in a
variety of anti-counterfeiting and commercial applications. A
hologram is a laser generated, three-dimensional record of an
object on a flat, two-dimensional surface. The advanced
technologies used in the production of holograms make it very
difficult for counterfeiters to produce or copy holograms. ABNH
is the principal producer of holograms for Mastercard, VISA,
Europay,and Discover credit cards around the world, as well as
a producer of holograms for a variety of other security and
commercial applications.
Unless the context otherwise indicates, references herein to
the Company are to United States Banknote Corporation and its
subsidiaries. The principal executive offices of the Company are
located at 51 West 52nd Street, New York, New York 10019, and its
telephone number is (212) 582-9200.
SELLING SHAREHOLDERS
The Selling Shareholders may be deemed "affiliates" of the
Company, as that term is defined under the Securities Act. The
following table sets forth as of March 30, 1995, certain
information with regard to the beneficial ownership of the Common
Stock by the Selling Shareholders.
<TABLE>
<CAPTION>
Common Stock Beneficially Shares to
Name and Position Owned Prior to Offering be Sold
<S> <C> <C>
Morris Weissman(1,2) 1,761,287 91,875(3)
Chairman and Chief
Executive Officer
Paul Amatucci(1) 51,000 45,000
Executive Vice
President - American
Bank Note Company
Josh Canter(1) 52,000 45,000
Executive Vice
President - American
Bank Note Company
<CAPTION>
Common Stock Beneficially Common Stock Beneficially
Owned After the Offering - Owned After the Offering -
Number of Shares Percent of Outstanding
<C> <C>
1,761,287 8.9%
6,000 (4)
7,000 (4)
<FN>
(1) Does not include shares of Common Stock issuable upon the
exercise of stock options which are not exercisable within
60 days from the date hereof.
(2) Includes 55,000 shares of Common Stock held by his spouse
and 60,000 shares as to which Mr. Weissman has sole voting
power and a right of first refusal with respect to future
sales. Also includes 139,500 shares of Common Stock
issuable upon the exercise of Performance Warrants issued to
Mr. Weissman on July 25, 1990, and 604,167 shares issuable
upon the exercise of outstanding employee options within 60
days.
(3) Shares held for the benefit of Mr. Weissman pursuant to a
trust agreement dated March 27, 1995, as to which Mr.
Weissman disclaims beneficial ownership.
(4) Less than one percent.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Shareholders (or by their respective pledgees, donees,
transferees or other successors in interest) but only in such
amount that does not exceed during any three month period, the
amount specified in Rule 144(e) under the Securities Act. In
addition to any such amount sold hereunder, the Selling
Shareholder may, at the same time, sell any shares of Common
Stock owned by them in compliance with all of the requirements of
Rule 144, regardless of whether such shares are covered by this
Prospectus.
Such sales may be made on the NYSE at prices and at terms
then prevailing or at prices related to the then current market
price or in negotiated transactions. The Shares may be sold by
one or more of the following methods: (a) a block trade in which
the broker-dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as
principal to facilitate the transactions; (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for
its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of the NYSE; and
(d) ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers. In effecting sales of the
Shares, broker-dealers engaged by the Selling Shareholders may
arrange for the participation of other broker-dealers.
Broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the
Selling Shareholders in amounts to be negotiated immediately
prior to the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such
sales, and any commissions received by them and any profit on the
resale of Shares positioned by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
Once the Company has been notified by a Selling Shareholder
that any material arrangement has been entered into with a
broker-dealer for the sale of Shares through a block trade,
special offering, exchange or secondary distribution or a
purchase by a broker-dealer, a supplement to this Prospectus will
be filed, if required, pursuant to Rule 424 under the Securities
Act, disclosing (a) the name of each such Selling Shareholder and
the participating broker-dealer(s); (b) the number of Shares
involved; (c) the price at which such Shares were sold; (d) the
commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; (e) that such
broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this
Prospectus; and (f) other facts material to the transaction.
There is no assurance that any of the Selling Shareholders
will sell any or all of the Shares offered hereby.
The Company will pay all expenses incident to the offering
and sale of the Shares to the public other than commissions and
discounts of underwriters, dealers or agents.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law (the
"DGCL") provides for indemnification of directors and officers.
If a director or officer is successful on the merits or otherwise
in a legal proceeding, he must be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by
him in connection therewith. Further, indemnification is
permitted in both third-party and certain derivative suits if
such director or officer acted in good faith and for a purpose he
reasonably believed was in the best interests of the Company, and
if, in the case of a criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. Indemnification under
this provision applies to judgments, fines, amounts paid in
settlement and reasonable expenses, in the case of third party
actions, and amounts paid in settlement and reasonable expenses,
in the case of derivative actions. In a derivative action,
however, a director or officer may not be indemnified for any
claim, issue or matters as to which such person shall have been
adjudged to be liable to the Company unless and to the extent
that a court determines that the person is fairly and reasonably
entitled to indemnity. Under Delaware law, expenses may be
advanced upon receipt of an undertaking by or on behalf of the
director or officer to repay the amounts in the event the
recipient is ultimately found not to be entitled to
indemnification.
The Company's Certificate of Incorporation provides that, to
the fullest extent that the DGCL permits the limitation or
elimination of the liability of directors, no director of the
Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duties
as a director. In addition, the Certificate of Incorporation
provides that the Company shall advance expenses to the fullest
extent permitted by the DGCL. The Company maintains directors'
and officers' liability insurance to cover its directors and
officers against certain liabilities they may occur when acting
in their capacity as directors or officers.
Article VI of the Company's By-laws provides that any person
made a party to any action, suit or proceeding by reason of the
fact that he is or was a director or officer of the Company,
shall be indemnified by the Company against the expenses,
including attorney's fees, actually and reasonably incurred by
him in connection with such action, or in connection with any
appeal therein, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action, had no
reasonable cause to believe such conduct was unlawful. Such
right of indemnification shall not be deemed exclusive of any
other rights to which such director or officer may be entitled
under any statute, By-Law, agreement, vote of stockholders or
otherwise.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the DGCL, the
Company's By-laws or otherwise, the Company has been informed
that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by United States Banknote
Corporation (the "Company") are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-K
for the fiscal year ended December 31, 1994;
(b) All other reports filed by the Company pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal
year covered by the annual report referenced in (a) above;
and
(c) The description of the Company's common stock, par
value one cent ($.01) per share (the "Common Stock"),
contained in the Company's Registration Statement on Form
8-B filed with the Commission on September 30, 1993 under
the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All reports and other documents subsequently filed by the
Company 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 hereby have been sold
or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
"DGCL") provides for indemnification of directors and officers.
If a director or officer is successful on the merits or otherwise
in a legal proceeding, he must be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by
him in connection therewith. Further, indemnification is
permitted in both third-party and certain derivative suits if
such director or officer acted in good faith and for a purpose he
reasonably believed was in the best interests of the Company, and
if, in the case of a criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. Indemnification under
this provision applies to judgments, fines, amounts paid in
settlement and reasonable expenses, in the case of third party
actions, and amounts paid in settlement and reasonable expenses,
in the case of derivative actions. In a derivative action,
however, a director or officer may not be indemnified for any
claim, issue or matters as to which such person shall have been
adjudged to be liable to the Company unless and to the extent
that a court determines that the person is fairly and reasonably
entitled to indemnity. Under Delaware law, expenses may be
advanced upon receipt of an undertaking by or on behalf of the
director or officer to repay the amounts in the event the
recipient is ultimately found not to be entitled to
indemnification.
The Company's Certificate of Incorporation provides that, to
the fullest extent that the DGCL permits the limitation or
elimination of the liability of directors, no director of the
Company shall be personally liable to the Company or its stock-
holders for monetary damages for breach of fiduciary duties as a
director. In addition, the Certificate of Incorporation provides
that the Company shall advance expenses to the fullest extent
permitted by the DGCL. The Company maintains directors' and
officers' liability insurance to cover its directors and officers
against certain liabilities they may occur when acting in their
capacity as directors or officers.
Article VI of the Company's By-laws provides that any person
made a party to any action, suit or proceeding by reason of the
fact that he is or was a director or officer of the Company,
shall be indemnified by the Company against the expenses,
including attorney's fees, actually and reasonably incurred by
him in connection with such action, or in connection with any
appeal therein, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action, had no
reasonable cause to believe such conduct was unlawful. Such
right of indemnification shall not be deemed exclusive of any
other rights to which such director or officer may be entitled
under any statute, By-Law, agreement, vote of stockholders or
otherwise.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Loan Agreement among United States Banknote
Corporation, a New York corporation and predecessor of
the Company ("USBN-NY"), Citibank, N.A.,
Creditanstalt-Bankverein, The Nippon Credit Bank, Ltd.,
and Citibank, N.A., as Agent, dated as of June 23,
1993, filed as Exhibit 4.1 to USBN's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993 (the
"Form 10-Q"), is incorporated herein by reference.
4.2 Credit Agreement dated as of May 26, 1992, among
American Bank Note Company and certain banks and
Citibank, N.A., as Agent, filed as Exhibit 4.1 to
USBN-NY's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992, is incorporated herein by
reference.
4.3 First Amendment to Credit Agreement among American Bank
Note Company and Citibank, N.A., as Agent, dated as of
June 23, 1993, filed as Exhibit 4.2 to the Form 10-Q,
is incorporated herein by reference.
4.4 Technical Change Agreement among American Bank Note
Company and Citibank, N.A., as Agent, dated as of June
23, 1993, filed as Exhibit 4.3 to the Form 10-Q, is
incorporated herein by reference.
4.5 Indenture dated as of May 15, 1992 between USBN-NY and
Chemical Bank, as Trustee, relating to the 10-3/8%
Senior Notes due June 1, 2002, filed as Exhibit 4.2 to
USBN-NY's Current Report on Form 8-K dated May 26, 1992
(the "Form 8-K"), is incorporated herein by reference.
4.6 Pledge Agreement, as amended, dated as of May 26, 1992
between USBN-NY and Chemical Bank, as Trustee, relating
to the 10-3/8% Senior Notes due June 1, 2002, filed as
Exhibit 4.3 of the Form 8-K, is incorporated herein by
reference.
4.7 Form of Performance Warrants dated July 25, 1990,
issued to Morris Weissman, Stanley Kreitman, John T.
Gorman, Sheldon Canter and Robert Christophersen filed
as Exhibit(c)(29) to the Rule 13e-3 Transaction
Statement on Schedule 13E-3 filed by USBN-NY on April
18, 1990, is incorporated herein by reference.
5* Opinion of Sonnenschein Nath & Rosenthal.
15 Not applicable.
23.1* Consent of Deloitte & Touche.
23.2* Consent of Sonnenschein Nath & Rosenthal (included
in Exhibit 5).
24* Powers of Attorney (included on signature page).
28 Not applicable.
- -------------------------
* Filed herewith.
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, as amended (the
"Securities Act");
(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;
(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) 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 Company pursuant to Sections 13 or
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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,
each filing of the Company's annual report pursuant to Sections
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the provisions
of Item 6 of this Registration Statement, or otherwise, the
Company has been advised that, in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by
director, officer or controlling person of the Company 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 Company 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 Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Company 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 New York,
State of New York on this 30th day of March, 1995.
UNITED STATES BANKNOTE CORPORATION
By: /s/ HARVEY J. KESNER
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by or on behalf of
the following persons in the capacities and on the date below
indicated.
Each person, in so signing, also makes, constitutes and
appoints Morris Weissman, Chairman of the Board of Directors and
Chief Executive Officer of United States Banknote Corporation and
John T. Gorman, Executive Vice President, Chief Financial Officer
and Chief Accounting Officer of United States Banknote
Corporation, and each of them, his true and lawful
attorney-in-fact, in his name, place and stead, to execute and
cause to be filed with the Commission any or all amendments to
this registration statement.
<TABLE>
<CAPTION>
Signature Date Capacity
<S> <C> <C>
/s/ MORRIS WEISSMAN March 29, 1995 Chairman of the Board
of and Chief Executive
Officer
(principal executive officer)
/s/ JOHN T. GORMAN March 29, 1995 Executive Vice
President and Chief
Financial Officer
(principal financial and accounting officer)
/s/ RON K. GLOVER March 29, 1995 Director
/s/ DAVID S. ROWE-BEDDOE March 29, 1995 Director
/s/ C. GERALD GOLDSMITH March 29, 1995 Director
/s/ IRA HECHLER March 24, 1995 Director
/s/ BETTE B. ANDERSON March 27, 1995 Director
</TABLE>
The Plans. Pursuant to the requirements of the Securities
Act of 1933, the trustees (or other persons who administer the
employee benefit plans) have duly caused this registration
statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New
York on this 30th day of March, 1995.
UNITED STATES BANKNOTE CORPORATION
EXECUTIVE INCENTIVE PLAN
By: /s/ HARVEY J. KESNER
DEFERRED STOCK AND COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
By: /s/ HARVEY J. KESNER
LONG-TERM PERFORMANCE PLAN
By: /s/ HARVEY J. KESNER
UNITED STATES BANKNOTE CORPORATION STOCK
PURCHASE INCENTIVE PLAN
By: /s/ HARVEY J. KESNER
EXHIBIT 5
April 5, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration
Statement") is being filed on or about the date of this letter
with the Securities and Exchange Commission to register 3,100,000
shares of common stock, par value $.01 per share (the "Shares"),
of United States Banknote Corporation (the "Company") which may
from time to time be offered by the Company in connection with
its Long-Term Performance Plan, Deferred Stock and Compensation
Plan for Non-Employee Directors, Executive Incentive Plan and
Stock Purchase Incentive Plan (the "Plans"). This opinion is
delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended.
We have acted as counsel to the Company in connection with
the Registration Statement. In rendering this opinion, we have
examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the corporate
records of the Company, including its Certificate of
Incorporation, its By-Laws, and minutes of directors' and
stockholders' meetings, and such other documents (including the
Plans) which we have deemed relevant or necessary as the basis
for the opinion as hereinafter set forth.
We have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of
such latter documents. As to any facts material to the opinion
expressed herein, we have relied upon oral or written statements
and representations of officers and other representatives of the
Company and others.
Based upon and subject to the foregoing, it is our opinion
that the Shares that will be issued under the Plan have been duly
authorized and, when issued pursuant to, and in accordance with
the Plan, will be validly issued, fully paid and non-assessable.
We consent to the inclusion of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ SONNENSCHEIN NATH & ROSENTHAL
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of United States Banknote Corporation on Form S-8 of
our report dated March 1, 1995, appearing in the Annual Report on
Form 10-K of United States Banknote Corporation for the year
ended December 31, 1994.
/s/ Deloitte & Touche LLP
New York, New York
March 31, 1995
