<PAGE>
As filed with the Securities and Exchange Commission on May __, 1999
Registration No. 333-56455
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
(Address of Principal Executive Offices,
including Zip Code)
JOSTENS, INC. DEFERRED COMPENSATION PLAN 1999 REVISION AND
JOSTENS, INC. DEFERRED COMMISSION PLAN 1999 REVISION
(Full title of the plans)
Lee U. McGrath
Vice President and Treasurer
5501 Norman Center Drive
Minneapolis, Minnesota 55437
(612) 830-3300
(Name, address and telephone number,
including area code, of agent for service)
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, 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.
Under the Deferred Compensation Plan, the portion of a director's share
account consisting of annual credits based on his or her retainer will be
distributed in the form of a lump sum payment. The remainder of the
participant's share account and his or her cash accounts will also be
distributed in the form of a lump sum payment unless (i) the participant makes a
written election, on a form provided by the Administrator, to receive the
distribution in the form of installment payments for a period specified by the
participant on the election form but not to exceed ten years and (ii) the
election becomes effective before the participant terminates employment or
ceases to be a member of the Company's Board of Directors. The election will
become effective as of the day after the one year anniversary of the date on
which the participant's properly completed election form is received by the
Administrator unless the participant terminates employment or ceases to be a
member of the Company's Board of Directors before the election would otherwise
become effective, in which case the election will automatically be null and
void. Installment payments from the participant's share account will be made
annually and installment payments from the participant's cash account will be
made quarterly. Any distribution from
2
<PAGE>
a participant's cash account will be made in cash and any distribution from a
participant's share account will be made in full Shares and cash in lieu of any
fractional Share.
Under the Deferred Commission Plan, a participant's deferred
commissions account will be distributed in the form of a lump sum payment unless
(a) the participant makes a written election, on a form provided by the
Administrator, to receive the distribution in the form of annual installment
payments for a period specified by the participant on the election form but not
to exceed ten years and (b) the election becomes effective before the
participant separates from service. The election will become effective as of the
day after the one year anniversary of the date on which the participant's
properly completed election form is received by the Administrator unless the
participant separates from service before the election would otherwise become
effective, in which case the election will automatically be null and void. A
participant's deferred transition payments will be distributed in the form of a
lump sum payment or annual installment payments for a period specified by the
participant, but not to exceed five years, as elected by the participant in
conjunction with his or her election to defer transition payments. Any
distribution from a participant's cash account will be made in cash and any
distribution from a participant's share account will be made in full Shares and
cash in lieu of any fractional Share.
The Deferred Obligations are unfunded and general unsecured obligations
of the Company and rank pair 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 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 July 23, 1998 between the Company and Norwest
Bank Minnesota, N.A. (incorporated by reference to Exhibit 1 to the
Company's Form 8-A dated August 5, 1998 (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).**
3
<PAGE>
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).**
- ----------
** Indicates item previously filed
4
<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 March __, 1999.
JOSTENS, INC.
By /s/ Robert C. Buhrmaster
-----------------------------
Robert C. Buhrmaster,
Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on March __, 1999 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
* Senior Vice President and Chief Financial Officer
- ------------------------- (Principal Financial and Accounting Officer)
William N. Priesmeyer
* Director
- -------------------------
Lilyan H. Affinito
* Director
- -------------------------
Jack W. Eugster
* Director
- -------------------------
Mannie L. Jackson
* Director
- -------------------------
Richard A. Zona
* Director
- -------------------------
Kendrick B. Melrose
* Director
- -------------------------
Walker Lewis
* By /s/ Robert C. Buhrmaster
-----------------------------
Attorney-in-Fact
5
<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 July 23, 1998 between the
Company and Norwest Bank Minnesota, N.A........... Incorporated by reference to Exhibit 1 to the
Company's Form 8-A dated August 5, 1998 (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>
- ----------
** Indicates item previously filed.
