<PAGE>
<PAGE> 1 Registration No. 333-________
As filed with the Securities and Exchange Commission on April 26, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under
the Securities Act of 1933
MATTHEWS INTERNATIONAL CORPORATION
(Exact Name of issuer as specified in its charter)
PENNSYLVANIA 25-0644320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TWO NORTHSHORE CENTER
PITTSBURGH, PA 15212
(Address, including zip code, of Registrant's Principal Executive Offices)
MATTHEWS INTERNATIONAL CORPORATION
1992 STOCK INCENTIVE PLAN
(Full title of the plan)
Edward J. Boyle
Matthews International Corporation
Two Northshore Center
Pittsburgh, Pa 15212
(412) 442-8200
(Name and address, including zip code and telephone number,
including area code, of agent for service)
Copy to:
Pasquale D. Gentile, Jr., Esquire
Reed Smith Shaw & McClay LLP
435 Sixth Avenue
Pittsburgh, PA 15219
(412) 288-4112
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered registered 1 per share offering price fee
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 594,186 shares $14.0625 $ 8,355,741
Stock, par value 10,000 15.109375 151,094
$1.00 per share 18,000 17.375 312,750
and Class B Common 206,500 21.40625 4,420,391
Stock, par value 20,000 22.875 457,500
$1.00 per share 144,500 27.6875 4,000,844
5,000 30.6875 153,438
550,300 27.96875 15,391,203
1,451,514 31.50 2 45,722,691 2
--------- ----------
Total 3,000,000 shares $78,965,652 2 $21,952
========= ==========
<PAGE>
<PAGE> 2
<FN>
1 Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance under the
Matthews International Corporation 1992 Stock Incentive Plan as a result of
any future stock split, stock dividend or similar adjustment of the
outstanding Common Stock. All shares in this Registration Statement are
adjusted to reflect a two-for-one stock split by the Company in the form of
a stock distribution effective May 15, 1998.
2 Estimated pursuant to Rules 457(h) and (c), solely for the purpose of
calculating the registration fee. The price per share is estimated based on
the average of the high and low sales price of the Common Stock as reported
on the National Market System of the National Association of Securities
Dealers, Inc. for July 21,1999 as quoted in the Wall Street Journal.
</TABLE>
<PAGE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
This Form S-8 Registration Statement is being filed pursuant to paragraph E of
the general instructions to Form S-8 to register an additional 3,000,000 shares
of Class A Common Stock, par value $1.00 per share, and Class B Common Stock,
par value $1.00 per share, being offered under the Matthews International
Corporation (the "Company") 1992 Stock Incentive Plan (the "Plan").
The contents of the Company's initial Form S-8 Registration Statement with
respect to the Plan, File No. 33-57793 (the "Original S-8") which was filed
with the Securities and Exchange Commission on February 22, 1995, are hereby
incorporated by reference to this Form S-8 Registration Statement, except to
the extent modified below.
Item 8. Exhibits.
Exhibit
No.
- -------
5.1 Opinion of Reed Smith Shaw & McClay LLP as to the legality of the
Class A Common Stock and Class B Common Stock, filed herewith.
23.1 Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 5.1
filed herewith).
23.2 Consent of PricewaterhouseCoopers LLP, filed herewith.
24.1 Power of Attorney, contained on the signature page to this
Registration Statement.
<PAGE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Act"), 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 Pittsburgh, State of Pennsylvania,
on the 26th day of July, 1999.
MATTHEWS INTERNATIONAL CORPORATION
By David M. Kelly
-------------------------------------
David M. Kelly, Chairman of the Board
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints David M. Kelly and Edward J. Boyle, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Act, this Registration Statement has been
signed by the following persons in the capacities indicated on the 26th day of
July, 1999.
Name Title
- ---- -----
David M. Kelly Chairman of the Board, President
- --------------------- and Chief Executive Officer
David M. Kelly (principal executive officer)
Edward J. Boyle Vice President, Accounting and
- --------------------- Finance, Treasurer and Secretary
Edward J. Boyle (principal financial officer and
principal accounting officer)
David J. DeCarlo Director
- ---------------------
David J. DeCarlo
Robert J. Kavanaugh Director
- ---------------------
Robert J. Kavanaugh
<PAGE>
<PAGE> 5
Name Title
- ---- -----
Thomas N. Kennedy Director
- ---------------------
Thomas N. Kennedy
John P. O'Leary, Jr. Director
- ---------------------
John P. O'Leary, Jr.
William J. Stallkamp Director
- ---------------------
William J. Stallkamp
John D. Turner Director
- ---------------------
John D. Turner
<PAGE>
<PAGE> 6
MATTHEWS INTERNATIONAL CORPORATION
1992 STOCK INCENTIVE PLAN
REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
Exhibit
No. Document
- ------- --------
5.1 Opinion of Reed Smith Shaw & McClay LLP, as to
the legality of the Class A Common Stock and
Class B Common Stock, filed herewith.
23.1 Consent of Reed Smith Shaw & McClay LLP (included
in Exhibit 5.1 filed herewith).
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants, filed herewith.
24.1 Power of Attorney, contained on the signature page to this
Registration Statement.
<PAGE>
<PAGE> 1
Exhibit 5.1
REED SMITH SHAW & McCLAY LLP
435 Sixth Avenue
Pittsburgh, PA 15219-1886
Phone: 412-288-3131
Fax: 412-288-3063
July 26, 1999
Matthews International Corporation
Two NorthShore Center
Pittsburgh, PA 15212
Re: Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as special counsel to Matthews International Corporation (the
"Company") in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act") relating to up to 3,000,000 shares of the Company's Class A
Common Stock, par value $1.00 per share (the "Class A Common Stock") and
Class B Common Stock, par value $1.00 per share, (the "Class B Common Stock"
and together with the Class A Common Stock, the "Common Stock") which may be
purchased by or awarded to employees of the Company pursuant to stock options
granted or restricted shares awarded under the Company's 1992 Stock Incentive
Plan (as amended, the "Plan"). The Plan provides that either authorized but
unissued or reacquired shares of Common Stock may be issued under the Plan.
In rendering our opinion below, we have assumed that any previously issued
shares reacquired by the Company and used under the Plan will have been duly
authorized, validly issued and fully paid at the time of their original
issuance. All share numbers contained herein are adjusted to reflect the
two-for-one stock split in the form of a stock distribution by the Company
effective May 15, 1998.
In connection with this opinion, we have examined, among other things:
(1) the Restated Articles of Incorporation and By-laws of the Company;
(2) resolutions adopted by the Board of Directors of the Company on May 8,
1992 adopting the Plan, on December 13, 1996 authorizing the issuance of an
additional 1,000,000 shares of Common Stock to be reserved for issuance under
the Plan and on December 23, 1998 authorizing the issuance of such number of
additional shares of Common Stock to be reserved for issuance under the Plan
as may be permitted from time to time pursuant to Section 3 of the Plan;
(3) the Plan, as currently in effect; and
(4) a certification confirming the approval by the shareholders of the Company
on February 22, 1997 of the Board of Director's authorization to issue an
additional 1,000,000 shares under the Plan and a certification confirming the
approval by the shareholders of the Company on February 20, 1999 of the Board
of Directors authorization to issue such number of additional shares under the
Plan as may be permitted from time to time pursuant to Section 3 of the Plan.
<PAGE>
<PAGE> 2
Based upon the foregoing and upon an examination of such other documents,
corporate proceedings, statutes, decisions and questions of law as we
considered necessary in order to enable us to furnish this opinion, and subject
to the assumptions set forth above, we are pleased to advise you that in our
opinion:
(a) The Company has been duly incorporated and is a corporation presently
subsisting under the laws of the Commonwealth of Pennsylvania; and
(b) The shares of Common Stock being registered and which may be issued or
amended by the Company pursuant to the provisions of the Plan have been duly
authorized, and upon such issuance in accordance with the provisions of the
Plan such shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of
the Act.
Yours truly,
Reed Smith Shaw & McClay LLP
PDG, Jr.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated November 19, 1998, relating to the
financial statements which appear in the 1998 Annual Report to Shareholders of
Matthews International Corporation and Subsidiaries, which is included in the
Matthews International Corporation and Subsidiaries Annual Report on Form 10-K
for the year ended September 30, 1998. We also consent to the reference to us
under the heading "Experts" in the Prospectus.
PRICEWATERHOUSECOOPERS LLP
600 Grant Street
Pittsburgh, PA 15219-2793
July 26, 1999
