<PAGE>
As filed with the Securities and Exchange Commission on February 12, 1999
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, including Zip Code)
___________________________________________
EXECUTIVE STOCK PURCHASE PROGRAM
(Full title of the plan)
___________________________________________
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)
____________________________________________
Approximate date of commencement of proposed sale to the public:
immediately upon the filing of this Registration Statement
_____________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed maximum
Title of securities Amount to Proposed maximum offering aggregate offering Amount of
to be registered be registered(1) price per unit(2) price(2) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.33-1/3 per share (3) 500,000 shares $22.7188 $11,359,400 $3,158.00
=======================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the "Act"), 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 act, based upon the
average of the high and low reported sale prices of the Registrant's Common
Stock on February 10, 1999 as reported on the New York Stock Exchange.
(3) Each share includes one Preferred Share Purchase Right.
- --------------------------------------------------------------------------------
<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") are
incorporated by reference in this Registration Statement: (1) Annual Report on
Form 10-K for the year ended January 3, 1998; (2) Quarterly Reports on Form 10-Q
for the quarters ended April 4, 1998, July 4, 1998; and October 3, 1998; (3)
Current Report on Form 8-K dated July 23, 1998; (4) 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;
(5) 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 (6) the description of the Company's Preferred
Share 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 financial statements of the Company incorporated by reference in this
Registration Statement have been audited by Ernst & Young LLP, independent
certified public accountants, 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 audited by Ernst
& Young LLP have been incorporated herein by reference in reliance on their
report 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.
Not applicable. The Company's Common Stock and Preferred Share Purchase
Rights 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 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 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)).
23.1 Consent of Ernst & Young LLP (filed herewith electronically).
24.1 Power of Attorney (included on page 6 of this Registration Statement).
3
<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.
4
<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.
5
<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 February 11,
1999.
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 Lee U. McGrath, 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 February 11, 1999 by the following
persons in the capacities indicated.
/s/ Robert C. Buhrmaster Chairman of the Board, President and
- ----------------------------- Chief Executive Officer (Principal Executive
Robert C. Buhrmaster Officer) and Director
/s/ William N. Priesmeyer Senior Vice President and Chief
- ----------------------------- Financial Officer (Principal Financial and
William N. Priesmeyer Accounting Officer)
/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
6
<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).
23.1 Consent of Ernst & Young LLP.................. Filed herewith electronically.
24.1 Power of Attorney............................. Included on page 6 of this Registration
Statement.
</TABLE>
7
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm in Item 3 of this Registration Statement
on Form S-8 pertaining to the Jostens, Inc. Executive Stock Purchase Program and
to the incorporation by reference herein of our reports dated February 2, 1998,
with respect to the consolidated financial statements of Jostens, Inc.
incorporated by reference in its Annual Report (Form 10K) 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
February 12, 1999
