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As filed with the Securities and Exchange Commission on February 5, 1996
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
JOSTENS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0343440
(State of incorporation) (I.R.S. Employer
Identification No.)
-----------------------
5501 Norman Center Drive
Minneapolis, Minnesota 55437
(612) 830-3300
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
----------------------
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
----------------------
Orville E. Fisher, Jr.
Jostens, Inc.
5501 Norman Center Drive
Minneapolis, Minnesota 55437
(612) 830-3300
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this Registration Statement
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed
maximum Proposed
Title of offering maximum Amount of
securities to be Amount to be price aggregate registration
registered registered(1) per share(2) offering price(2) fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
par value $.33-1/3
per share........ 200,000 shares $22.00 $4,400,000.00 $1,518.00
===============================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution
provisions described in the Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933
based upon the average of the high and low sales price of the registrant's
common stock on the New York Stock Exchange Composite Tape on January 29,
1996.
===============================================================================
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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 the Company are incorporated by reference in this
Registration Statement: (1) Annual Report on Form 10-K for the year ended June
30, 1995 (File No. 1-5064); (2) Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995; (3) Current Report on Form 8-K, dated July 14, 1995;
(4) all other reports filed by the Company pursuant to Sections 13 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since June
30, 1995; (5) the description of the Company's Common Shares contained in a
Registration Statement on Form 8-A, including any amendments or supplements
thereto; and (6) the description of the Company's common share purchase rights
contained in a Registration Statement on Form 8-A, including any amendments or
supplements thereto.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all Common Shares offered pursuant to this Registration
Statement have been sold or that deregisters all Common Shares 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.
The consolidated financial statements of the Company incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
June 30, 1995, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon incorporated by reference therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
Item 4. Description of Securities.
--------------------------
Not applicable - the Company's Common Shares, and the common share purchase
rights attached thereto, to be offered pursuant to this Registration Statement
have been registered under Section 12 of the Exchange Act as described in Item 3
of this Part II.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
2
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Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 302A.521 of the Minnesota Statutes provides that a Minnesota
business corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
Article VI of the Company's Bylaws provide that each director and officer
of the Company shall be indemnified by the Company in accordance with and to the
extent permitted by Section 302A.521 of the Minnesota Statutes, as now enacted
or hereafter amended.
The Company maintains directors' and officers' liability insurance,
including a Company reimbursement policy. Subject to stated conditions, the
policy insures the directors and officers of the Company against liability
arising out of actions taken in their official capacities. To the extent that
such actions entitle a director or officer to indemnification by the Company,
the policy provides that the insurer will reimburse the Company any amounts
paid.
Item 7. Exemption from Registration Claimed.
------------------------------------
No securities are to be reoffered or resold pursuant to this Registration
Statement.
Item 8. Exhibits.
---------
4.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.a. to the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1993 (File No. 1-5064)).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.a. to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1993 (File No. 1-5064)).
4.3 Rights Agreement dated August 9, 1988 between the Company and Norwest
Bank Minnesota, N.A. (incorporated by reference to the Company's Form 8-A
dated August 17, 1988 (File No. 1-5064)).
4.4 Form of Indenture dated as of May 1, 1991 between the Company and Norwest
Bank Minnesota, N.A., as Trustee (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-3 (File No.
33-40233)).
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on page 7 of this Registration Statement).
Item 9. Undertakings.
-------------
3
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 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 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 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, except as to
certain insurance policies, the registrant has been advised that
4
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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.
5
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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 Minneapolis, State of Minnesota, on January 25, 1996.
JOSTENS, INC.
By /s/ Robert C. Buhrmaster
-------------------------------------
Robert C. Buhrmaster
President and Chief Executive Officer
6
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert C. Buhrmaster and Orville E. Fisher, Jr.,
and each of them, his true and lawful attorney-in-fact and agent with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on January 25, 1996 by the following
persons in the capacities indicated.
/s/ Robert C. Buhrmaster President and Chief Executive Officer
- ------------------------------ (Principal Executive Officer) and
Robert C. Buhrmaster Director
/s/ Trudy A. Rautio Senior Vice President and Chief Financial
- ------------------------------ Officer (Principal Financial and
Trudy A. Rautio Accounting Officer)
/s/ Robert P. Jensen Chairman of the Board and Director
- ------------------------------
Robert P. Jensen
/s/ Lilyan H. Affinito Director
- ------------------------------
Lilyan H. Affinito
Director
- ------------------------------
William A. Andres
/s/ Jack W. Eugster Director
- ------------------------------
Jack W. Eugster
/s/ Mannie L. Jackson Director
- ------------------------------
Mannie L. Jackson
/s/ John W. Stodder Director
- ------------------------------
John W. Stodder
7
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INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C>
4.1 Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.a. to the Company's Annual
Report on Form 10-K for the fiscal year ended June
30, 1993 (File No. 1-5064)).
4.2 Bylaws of the Company (incorporated by reference to
Exhibit 3.a. to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1993
(File No. 1-5064)).
4.3 Rights Agreement dated August 9, 1988 between the
Company and Norwest Bank Minnesota, N.A. (incorporated
by reference to the Company's Form 8-A dated August
17, 1988 (File No. 1-5064)).
4.4 Form of Indenture dated as of May 1, 1991 between the
Company and Norwest Bank Minnesota, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-3 (File
No. 33-40233)).
23.1 Consent of Ernst & Young LLP....................... Filed herewith.
24.1 Power of Attorney (included on page 7 of this
Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 23.1
We consent to the reference to our firm under the caption item 3 in the
Registration Statement (Form S-8 No. 33-XXXXX) pertaining to the Employees'
Stock Purchase Plan of Jostens, Inc. and to the incorporation by reference
therein of our report dated August 4, 1995, with respect to the consolidated
financial statements of Jostens, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended June 30, 1995 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
Ernst & Young
Minneapolis, Minnesota
February 5, 1996
