REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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 1998 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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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE AGGREGATE REGISTRATION FEE
OFFERING PRICE
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Common Stock,
par value $1 per share(1) 1,500,000 shares (2) $30,660,000(2) $9,045
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(1) Includes rights under the 1998 Employee Stock Purchase Plan.
(2) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and the registration fee have been computed based
on the average of the high and low sales prices, $20.44, reported for the Common Stock on the New York Stock
Exchange-Composite Transactions on May 19, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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, 1997.
(b) The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
(c) The description of the registrant's Common Stock included as
Exhibit 99.1 to the registrant's Report on Form 8-K dated May 26,
1998.
(d) The description of preferred stock purchase rights contained
in the registrant's Registration on Form 8-A filed May 26, 1998.
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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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
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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.
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Not applicable.
Item 8. Exhibits.
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The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.
Item 9. Undertakings.
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(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.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that 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.
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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 27th day of May,
1998.
LOUISIANA-PACIFIC CORPORATION
(Registrant)
By /s/ Curtis M. Stevens
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Curtis M. Stevens
Vice President, Treasurer and Chief Financial Officer
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 27th day of May, 1998.
Signature Title
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(1) Principal Executive Officer and Director
MARK A. SUWYN* Chairman of the Board, Chief Executive Officer
and Director
(2) Principal Financial and Accounting Officer:
CURTIS M. STEVENS* Vice President, Treasurer and Chief Financial
Officer
(3) A majority of the Board
of Directors:
WILLIAM C. BROOKS* Director
ARCHIE W. DUNHAM* Director
PIERRE S. DU PONT IV* Director
BONNIE G. HILL* Director
DONALD R. KAYSER* Director
LEE C. SIMPSON* Director
*By /s/ Anton C. Kirchhof, Jr.
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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 to
the registrant's Form 10-Q report for the quarter ended March 31, 1998.
4.3 Rights Agreement, dated as of May 26, 1998, between the registrant and
First Chicago Trust Company of New York, as Rights Agent, including the
form of Right Certificate as Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B. Incorporated by reference to
Exhibit 1 to the registrant's Registration on Form 8-A filed May 26,
1998.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the legality
of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Miller, Nash, Wiener, Hager & Carlsen LLP (included in
Exhibit 5).
24 Power of attorney of certain officers and directors.
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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 AT LAW
3500 U. S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
May 27, 1998
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Subject: Registration Statement on Form S-8 Relating to 1998
Employee Stock Purchase Plan
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 1998
Employee Stock Purchase Plan ("Plan"), together with rights related thereto.
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 1,500,000 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 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
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Louisiana-Pacific Corporation on Form S-8 of our report dated February 6, 1998,
appearing in Amendment No. 1 to the Annual Report on Form 10-K/A of
Louisiana-Pacific Corporation for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
May 27, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our firm) included in or made a part of this
Registration Statement on Form S-8 related to the Louisiana-Pacific Corporation
1998 Employee Stock Purchase Plan.
ARTHUR ANDERSEN LLP
Portland, Oregon,
May 27, 1998
Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints
CURTIS M. STEVENS and ANTON C. KIRCHHOF, JR., and both of them, his or her 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, to be issued pursuant to the Louisiana-Pacific
Corporation 1998 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 3rd day of May, 1998.
Signature Title
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/s/ Mark A. Suwyn
Mark A. Suwyn Chief Executive Officer, Chairman of the Board
/s/ Curtis M. Stevens
Curtis M. Stevens Vice President, Treasurer and Chief Financial
Officer
/s/ William C. Brooks
William C. Brooks Director
/s/ Archie W. Dunham
Archie W. Dunham Director
/s/ Pierre S. du Pont IV
Pierre S. du Pont IV Director
/s/ William E. Flaherty
William E. Flaherty Director
/s/ Bonnie G. Hill
Bonnie G. Hill Director
/s/ Donald R. Kayser
Donald R. Kayser Director
/s/ Lee C. Simpson
Lee C. Simpson Director
/s/ Charles E. Yeager
Charles E. Yeager Director
