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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 1996 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)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================
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 1,500,000 shares (2) $31,406,250(2) $10,830(2)
(par value $1
per share)(1)
=============================================================================================
(1) Includes rights under the 1996 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, $20.9375, reported for the Common Stock on the New York Stock Exchange-Composite
Transactions on August 21, 1996.
</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, 1995.
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, and June 30, 1996.
(c) The registrant's Current Report on Form 8-K dated January 2, 1996.
(d) The description of the registrant's Common Stock included as
Exhibit 99.3 to the registrant's Report on Form 8-K dated July 28, 1995.
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-4.
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 with or furnished to the
Commission 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
26th day of August, 1996.
LOUISIANA-PACIFIC CORPORATION
(Registrant)
By /s/ WILLIAM L. HEBERT
William L. Hebert
Vice President--Treasurer
and Controller
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 26th day of August, 1996.
Signature Title
--------- -----
(1) Principal Executive Officer and Director
MARK A. SUWYN* Chairman of the Board and
Chief Executive Officer and
Director
(2) Principal Financial and Accounting Officer:
/S/ WILLIAM L. HEBERT Vice President--Treasurer
and Controller
William L. Hebert
(3) A majority of the Board
of Directors:
PIERRE S. du PONT IV* Director
WILLIAM E. FLAHERTY* Director
BONNIE GUITON HILL* Director
DONALD R. KAYSER* Director
FRANCINE I. NEFF* Director
LEE C. SIMPSON* 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 quarter
ended June 30, 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 quarter
ended June 30, 1996.
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.
4.4 Amendment No. 1, dated as of July 28, 1995, to Rights Agreement,
restated as of February 3, 1991, between the registrant and First
Chicago Trust Company of New York. Incorporated by reference to
Exhibit 3 to the registrant's Form 8-A/A (Amendment No. 2) dated
August 3, 1995.
4.5 Amendment No. 2, dated as of October 30, 1995, to Rights Agreement
restated as of February 3, 1991, and amended as of July 28, 1995,
between the registrant and First Chicago Trust Company of
New York. Incorporated by reference to Exhibit 4 to the
registrant's Form 8-K (Amendment No. 2) dated October 29, 1995.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the
legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP, independent accountants.
23.2 Consent of Miller, Nash, Wiener, Hager & Carlsen LLP (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 LLP
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 26, 1996
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
(the "Securities Act"), an aggregate of 1,500,000 shares of the Company's
Common Stock, $1 par value ("Shares"), to be issued under the Company's 1996
Employee Stock Purchase Plan, as amended ("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. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
MILLER, NASH, WIENER, HAGER & CARLSEN LLP
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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 report dated February 2, 1996,
included in Louisiana-Pacific Corporation's Form 10-K for the year ended
December 31, 1995.
ARTHUR ANDERSEN LLP
Portland, Oregon
August 23, 1996
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EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints
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 1,500,000 shares of common stock of
Louisiana-Pacific Corporation and rights relating thereto to be issued
pursuant to the Louisiana-Pacific Corporation 1996 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 28th day of July, 1996.
Signature Title
--------- ----
/s/ MARK A. SUWYN Chairman of the Board and Chief
Mark A. Suwyn Executive Officer and Director
(Principal Executive Officer)
/s/ WILLIAM L. HEBERT Vice President-Treasurer and
William L. Hebert Controller (Principal Financial and
Accounting Officer)
/s/ PIERRE S. du PONT IV Director
Pierre S. du Pont IV
/s/ WILLIAM E. FLAHERTY Director
William E. Flaherty
/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/ LEE C. SIMPSON Director
Lee C. Simpson
/s/ CHARLES E. YEAGER Director
Charles E. Yeager
