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As filed with the Securities and Exchange
Commission on August 17, 1994. Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 93-0609074
(State of incorporation) (IRS Employer Identification No.)
111 S.W. Fifth Avenue
Portland, Oregon 97204
(Address of principal executive offices) (Zip Code)
LOUISIANA-PACIFIC CORPORATION 1994 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Anton C. Kirchhof, Jr.
Secretary
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Telephone (503) 221-0800
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=============================================================================
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 700,000 shares (2) $21,918,750(2) $7,558.24(2)
(par value $1
per share)(1)
============================================================================================
(1) Includes rights under the 1994 Employee Stock Purchase Plan.
(2) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and the
registration fee have been computed based upon the average of the high and low sales
prices, $31.3125, reported for the Common Stock on the New York Stock Exchange-
Composite Transactions on August 11, 1994.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, and June 30, 1994.
(c) The description of the registrant's Common Stock included as
Exhibit 99 to the registrant's Report on Form 8-K dated July 27, 1994.
All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered 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 filing of such
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.
Indemnification
Section 174 of the Delaware General Corporation Law ("Law") provides
that any director against whom a claim shall be successfully asserted under
said section for an unlawful payment of a dividend or an unlawful stock
purchase or redemption shall be entitled to be subrogated to the rights of
the corporation against stockholders who received the dividend on, or assets
for the sale or redemption of, their stock with knowledge that the same was
unlawful. Said section also provides that any such director shall be
entitled to contribution from the other directors who voted for or concurred
in the unlawful dividend, stock purchase, or redemption.
The registrant's certificate of incorporation and bylaws provide that
the registrant shall indemnify its officers and directors to the full extent
permitted by Section 145 of the Law, as amended from time to time. Said
Section 145 authorizes a corporation, under certain conditions, to indemnify
each person who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise (including an employee benefit
plan), against certain expenses, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative in which he was or is a party or
is threatened to be made a party by reason of being or having been such
director, officer, employee, or agent. In addition to the indemnification
authorized by Section 145 of the Law, the registrant's bylaws provide that
the registrant shall indemnify any natural person (not including non-employee
lawyers, accountants, actuaries, investment advisers, or arbitrators acting
in such capacity) who is or was serving in a fiduciary capacity with respect
to one of the registrant's employee benefit or welfare plans or who is or was
performing any service or duty on behalf of the registrant with respect to
such a plan, against all expenses, judgments, fines, and amounts paid in
settlement incurred by such person in connection with any action or
proceeding arising out of such service or performance, to the extent such
expenses and amounts are insurable but not covered by collectible insurance
or otherwise indemnified. Such indemnification shall not be available to any
person who participated in or knowingly failed to take appropriate action
with respect to any violation of any responsibilities or obligations imposed
upon fiduciaries by law, knowing such to be a violation of such
responsibilities or obligations.
Insurance
The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss
(as defined) as a result of claims brought against them based upon their acts
or omissions in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.
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 ("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 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 15(d) of the Securities Exchange Act of 1934
("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
registrant's annual report pursuant to Section 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 therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6
above, or otherwise, 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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue. The undertaking of the registrant
in the preceding sentence does not apply to insurance against liability
arising under the Securities Act.
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SIGNATURES
The Registrant.
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 Portland, state of Oregon, on the
15th day of August, 1994.
LOUISIANA-PACIFIC CORPORATION
(Registrant)
By /s/ WILLIAM L. HEBERT
William L. Hebert
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 15th day of August, 1994.
Signature Title
--------- -----
(1) Principal Executive Officer
and Director
HARRY A. MERLO* Chairman, President and Director
(2) Principal Financial Officer:
/s/ WILLIAM L. HEBERT Treasurer
William L. Hebert
(3) Principal Accounting Officer:
JAMES F. ELLISOR* Controller, Operations
(4) A majority of the Board
of Directors:
PIERRE S. DU PONT IV* Director
JAMES EISSES* Director
BONNIE GUITON HILL* Director
DONALD R. KAYSER* Director
FRANCINE I. NEFF* Director
RONALD L. PAUL* Director
CHARLES E. YEAGER* Director
*By /s/ ANTON C. KIRCHHOF, JR.
Anton C. Kirchhof, Jr.
Attorney-in-fact
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INDEX TO EXHIBITS
4.1 Articles Fourth, Fifth, Seventh, Eighth, Ninth, and Tenth of the
registrant's Restated Certificate of Incorporation, defining the
rights of holders of Common Stock. Incorporated by reference to
Exhibit 3(a) to the registrant's Form 10-Q report for the second
quarter of 1993.
4.2 Article I, Article II, Sections 2 and 11, Article IV, Article VII
and Article X of the registrant's Bylaws, as amended, defining the
rights of holders of Common Stock. Incorporated by reference to
Exhibit 3(b) to the registrant's Form 10-Q report for the second
quarter of 1993.
4.3 Rights Agreement as Restated as of February 3, 1991, between the
registrant and First Chicago Trust Company of New York as Rights
Agent. Incorporated by reference to Exhibit 4 to the registrant's
Form 8-K report dated March 18, 1991.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen as to the legality
of the securities being registered.
23.1 Consent of Arthur Andersen & Co., independent accountants.
23.2 Consent of Miller, Nash, Wiener, Hager & Carlsen (included in
Exhibit 5).
24 Power of attorney of certain officers and directors.
Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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EXHIBIT 5
MILLER, NASH, WIENER, HAGER & CARLSEN
ATTORNEYS AND COUNSELORS AT LAW
3500 U. S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
August 15, 1994
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Subject: Registration Statement on Form S-8
Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") to be filed by Louisiana-Pacific Corporation, a
Delaware corporation ("Company"), with the Securities and Exchange Commission
for the purpose of registering under the Securities Act of 1933, as amended,
an aggregate of 700,000 shares of the Company's Common Stock, $1 par value
("Shares"), to be issued under the Company's 1994 Employee Stock Purchase
Plan ("Plan"), together with related rights thereunder.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certificates of
public officials, and other documents as we have deemed necessary or relevant
as a basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. The Plan has been duly adopted and approved by all necessary
corporate action.
2. The Shares issuable under the Plan have been duly authorized
and reserved for issuance.
3. When the Shares are issued and sold by the Company as provided
in the Plan while the Registration Statement is effective and in
compliance with state securities laws, and when payment for the Shares
to the extent and in the manner required by the Plan and not less than
the par value thereof is received by the Company, the Shares will be
legally issued, fully paid and nonassessable.
We consent to the use of this opinion in the Registration Statement
and in any amendments thereof.
Very truly yours,
/s/ MILLER, NASH, WIENER, HAGER & CARLSEN
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 4,
1994, included in Louisiana-Pacific Corporation's Form 10-K for the year
ended December 31, 1993.
/s/ ARTHUR ANDERSEN & CO.
Portland, Oregon,
August 15, 1994
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EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints
HARRY A. MERLO, WILLIAM L. HEBERT and ANTON C. KIRCHHOF, JR., and each of
them, his true and lawful attorneys-in-fact and agents to sign a registration
statement on Form S-8 to be filed by Louisiana-Pacific Corporation, a
Delaware corporation, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the purpose of registering 700,000
shares of common stock of Louisiana-Pacific Corporation and rights relating
thereto to be issued pursuant to the Louisiana-Pacific Corporation 1994
Employee Stock Purchase Plan, together with any and all amendments (including
post-effective amendments) to the registration statement. Each person whose
signature appears below also grants full power and authority to these
attorneys-in-fact and agents to take any action and execute any instruments
that they deem necessary or desirable in connection with the preparation and
filing of the registration statement, as fully as he could do in person,
hereby ratifying and confirming all that the attorneys-in-fact and agents or
their substitutes may lawfully do or cause to be done.
IN WITNESS WHEREOF, this power of attorney has been executed by
each of the undersigned as of the 24th day of July, 1994.
Signature Title
/s/ HARRY A. MERLO Chairman, President and
Harry A. Merlo Director (Principal Executive Officer)
/s/ JAMES EISSES Executive Vice President and
James Eisses Director
/s/ RONALD L. PAUL Vice President-Operations and
Ronald L. Paul Director
/s/ WILLIAM L. HEBERT Treasurer
William L. Hebert (Principal Financial Officer)
/s/ JAMES F. ELLISOR Controller, Operations
James F. Ellisor (Principal Accounting Officer)
/s/ PIERRE S. DU PONT IV Director
Pierre S. du Pont IV
/s/ BONNIE GUITON HILL Director
Bonnie Guiton Hill
/s/ DONALD R. KAYSER Director
Donald R. Kayser
/s/ FRANCINE I. NEFF Director
Francine I. Neff
/s/ CHARLES E. YEAGER Director
Charles E. Yeager
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