<PAGE>
As filed with the Securities and Exchange Commission on June 9, 1998
Registration No. 333-______
- --------------------------------------------------------------------------------
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 or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5501 Norman Center Drive
Minneapolis, Minnesota
55437
(Name and address of Principal Executive Offices)
-------------------------------------------
JOSTENS, INC. DEFERRED COMPENSATION PLAN 1998 REVISION AND
JOSTENS, INC. DEFERRED COMMISSION PLAN 1998 REVISION
(Full title of the plans)
-------------------------------------------
BRIAN K. BEUTNER, ESQ.
5501 Norman Center Drive
Minneapolis, Minnesota 55437
(612) 830-3300
(Name, address and telephone number of agent for service)
--------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
---------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================ ========================== ======================== ==================== ================
PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED(1) PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
REGISTERED OFFERING PRICE PER UNIT PRICE REGISTRATION FEE
============================ ========================== ======================== ==================== ================
<S> <C> <C> <C> <C>
Deferred Obligations $3,000,000 $1.00 $3,000,000 $885
Common Stock, par value
$.33-1/3 per share(2) 100,000 shares $24.9375 (3) $2,493,750 (3) $736
=========================== ========================== ======================== ==================== ================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Act"), this Registration Statement includes an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plans described herein and, pursuant to Rule 416(a) under the Act, includes
an indeterminate number of additional shares as may be issuable as a result
of anti-dilution provisions described in such plans.
(2) Each share of Common Stock includes one Common Stock Purchase Right.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Act, based upon the
average of the high and low reported sale prices of the Registrant's Common
Stock on June 4, 1998 as reported on the New York Stock Exchange.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Jostens, Inc. (the "Company")(File No.
1-5064) 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 January 3, 1998; (2) Quarterly Report on
Form 10-Q for the quarter ended April 4, 1998; (3) all other reports filed with
the Commission by the Company pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since January 3, 1998;
(4) the description of the Company's Common Stock contained in its Registration
Statement on Form 8-A, including any amendments or reports filed for the purpose
of updating such description; and (5) the description of the Company's Common
Stock Purchase Rights contained in its Registration Statement on Form 8-A,
including any amendments or reports filed for the purpose of updating such
description.
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 securities offered pursuant to this Registration
Statement have been sold or that 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.
The consolidated financial statements of the Company incorporated by
reference in this Registration Statement have been audited by Ernst & Young LLP,
independent auditors, for the periods indicated in their report thereon which is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended January 3, 1998. Such financial statements have been incorporated
herein by reference in reliance upon the report of Ernst & Young LLP given on
their authority as experts in accounting and auditing. To the extent that Ernst
& Young LLP audits and reports on the financial statements of the Company issued
at future dates and consents to the use of their reports thereon, such financial
statements also will be incorporated by reference in the Registration Statement
in reliance upon their reports and said authority.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities registered under this Registration Statement consist of
(i) obligations of the Company to pay compensation or commissions deferred by
eligible participants ("Deferred Obligations") under the terms of the Company's
Deferred Compensation Plan (the "Deferred Compensation Plan") and the Company's
Deferred Commission Plan for Sales Representatives (the "Deferred Commission
Plan" and, collectively with the Deferred Compensation Plan, the "Plans"); and
(ii) Common Stock. The Company's Common Stock and the Common Stock Purchase
Rights attached thereto issuable under the Plans have been registered under
Section 12 of the Exchange Act as described in Item 3 of this Part II.
Under the Deferred Compensation Plan, the Company will provide eligible
directors and a select group of management or highly compensated employees the
opportunity to defer a specified portion of their base compensation, annual
bonuses and/or long-term incentive payout awards pursuant to the Company's 1992
Stock Incentive Plan (or any successor plan). Under the Deferred Commission
Plan,
2
<PAGE>
the Company will provide eligible independent non-employee sales representatives
the opportunity to defer a specified portion of their sales commissions and/or
other amounts payable following separation from service pursuant to a written
territory transition agreement.
Participants in the Plans may allocate deferred amounts among two
notional investment accounts maintained by the Company on behalf of each
participant. Amounts allocated to a cash account under the Deferred Compensation
Plan will be credited monthly with earnings based on the annual rate published
for certain seven-year U.S. Treasury Notes (as specified in the Deferred
Compensation Plan), plus one percent. Amounts allocated to a cash account under
the Deferred Commission Plan will be credited monthly with earnings based on the
annual rate published for certain five-year U.S. Treasury Notes (as specified in
the Deferred Commission Plan).
Amounts allocated to a share account under the Plans will be credited
quarterly with that number of full and fractional shares of the Company's Common
Stock determined by dividing the dollar amount of the dividends that would have
been payable to a participant if the number of shares credited to the share
account on the record date for such dividend payment had then been registered in
such participant's name by the market value of the shares on the date as of
which the credit is made.
Distributions pursuant to the Plans will be made in either a lump sum
payment or quarterly installment payments for a period not to exceed ten years,
as elected by the participants (except that any restricted stock unit subaccount
of a director's share account under the Deferred Compensation Plan will be
distributed only in a lump sum). Any distribution from a cash account under the
Plans will be made in cash. Any distribution from a share account under the
Plans will be made in full shares of Common Stock, with cash in lieu of any
fractional share. Distributions under the Plans may be accelerated upon the
occurrence of certain events, such as a change in control of the Company or a
participant's request in the event of an unforeseeable emergency.
The Deferred Obligations are unfunded and general unsecured obligations
of the Company and rank pari passu with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.
Rights to receive Deferred Obligations are not subject to redemption,
in whole or in part, prior to the payment dates applicable under the Plans, are
not convertible into another security of the Company, and may not be
anticipated, alienated, sold, transferred, assigned, pledged, encumbered or
subjected to any charge or legal process.
The Plans will be administered by the Company's Benefits Administration
Committee, which has the discretionary authority to adopt such rules, policies,
practices or procedures with respect to the Plans as it may deem necessary or
advisable. The Company reserves the right to amend or terminate the Plans at any
time, except that no such amendment or termination shall adversely affect the
rights of participants with respect to amounts deferred prior to such amendment
or termination.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
An opinion as to the validity of the securities being registered
hereunder has been provided to the Company by Brian K. Beutner, the Company's
Assistant General Counsel and Secretary. Mr. Beutner is eligible to particpate
in the Deferred Compensation Plan.
3
<PAGE>
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 provides 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)).
5.1 Opinion and Consent of Brian K. Beutner (filed herewith
electronically).
23.1 Consent of Brian K. Beutner (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (filed herewith electronically).
24.1 Power of Attorney (included on page 7 of this Registration Statement).
4
<PAGE>
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 this 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 this 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 this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission 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 herein, 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 this
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.
5
<PAGE>
(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, 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.
6
<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 the City of Minneapolis, State of Minnesota, on June 9, 1998.
JOSTENS, INC.
By /s/ Robert C. Buhrmaster
--------------------------------------------
Robert C. Buhrmaster, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Robert C. Buhrmaster and Brian K. Beutner, and each of them, his or her true and
lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for and in his or her 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
or she 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 June 9, 1998 by the following persons
in the capacities indicated.
/s/ Robert C. Buhrmaster Chairman of the Board, President and Chief Executive
- ------------------------- Officer (Principal Executive Officer) and Director
Robert C. Buhrmaster
/s/ William N. Priesmeyer Senior Vice President and Chief Financial Officer
- ------------------------- (Principal Financial and Accounting Officer)
William N. Priesmeyer
/s/ Lilyan H. Affinito Director
- -------------------------
Lilyan H. Affinito
/s/ Jack W. Eugster Director
- -------------------------
Jack W. Eugster
/s/ Mannie L. Jackson Director
- -------------------------
Mannie L. Jackson
/s/ Richard A. Zona Director
- -------------------------
Richard A. Zona
/s/ Kendrick B. Melrose Director
- -------------------------
Kendrick B. Melrose
/s/ Walker Lewis Director
- -------------------------
Walker Lewis
7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Item No. Description Method of Filing
- -------- ----------- ----------------
<S> <C> <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. Company.................. 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).
5.1 Opinion and Consent of Brian K. Beutner.. Filed herewith electronically.
23.1 Consent of Brian K. Beutner.............. Included in Exhibit 5.1.
23.2 Consent of Ernst & Young LLP............. Filed herewith electronically.
24.1 Power of Attorney........................ Included on page 6 of this Registration
Statement.
</TABLE>
8
<PAGE>
June 9, 1998
EXHIBIT 5.1
Jostens, Inc.
5501 Norman Center Drive
Minneapolis, Minnesota 55437
Re: Jostens, Inc./
Registration Statement on Form S-8
Ladies/Gentlemen:
I have acted as counsel to Jostens, Inc., a Minnesota corporation (the
"Company"), in connection with the registration by the Company of (i) $3,000,000
of the Company's deferred compensation and deferred commission obligations (the
"Deferred Obligations") and (ii) 100,000 shares of the Company's Common Stock,
$.33-1/3 par value (the "Shares"), issuable under the Company's Deferred
Compensation Plan and Deferred Commission Plan (collectively, the "Plans"),
pursuant to the Company's Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on June 9, 1998 (the "Registration
Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, I have examined and relied upon originals or copies, certified or
otherwise identified to my satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as I have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection with my examination, I have assumed the genuiness of all signatures,
the authenticity of all documents tendered to me as originals, the legal
capacity of all natural persons and the conformity to original documents of all
documents submitted to me as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is my opinion that:
1. The Company has the corporate authority to issue the Deferred
Obligations and the Shares in the manner and under the terms set forth
in the Registration Statement.
<PAGE>
2. The Deferred Obligations, when arising under the Plans in accordance
with their respective terms and conditions, will constitute valid and
binding obligations of the Company.
3. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the Plans referred to in the Registration
Statement, will be validly issued, fully paid and nonassessable.
I express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and I assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
/s/ BRIAN K. BEUTNER
Brian K. Beutner
Assistant General Counsel
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm as "Experts" in item 3 of the
Registration Statement (Form S-8 No. 33-00000) pertaining to Jostens, Inc.
Deferred Compensation Plan 1998 Revision and Jostens, Inc. Deferred Commission
Plan 1998 Revision and to the incorporation by reference therein of our reports
dated March 18, 1998, with respect to the consolidated financial statements of
Jostens, Inc. incorporated by reference in its Annual Report (Form 10-K) for the
year ended January 3, 1998 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 5, 1998
