As filed with the Securities and Exchange Commission on May 1, 1996
Registration No. 33-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________
THE MEAD CORPORATION
(Exact name of registrant as specified in charter)
__________________________
Ohio 31-0535759
(State of Incorporation) (I.R.S. Employer Identification No.)
__________________________
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(Address of principal executive offices)
__________________________
THE MEAD CORPORATION
1996 STOCK OPTION PLAN
(Full title of the Plan)
__________________________
George J. Maly, Jr., Secretary
The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
(Name and address of agent for service)
(513) 495-6323
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per common share(1)(2) price(2) fee(3)
- ---------- ---------- ----------------- ---------- ------------
Common Shares, 4,000,000(4) $56.3125 $225,250,000 $77,672.39
without par
value, includ-
ing related
Purchase Rights
- --------------------------------------------------------------------------------
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"), on the basis
of the average of the high and low sale prices for a share of the
common stock of the registrant on the New York Stock Exchange on
April 25, 1996.
(2) Estimate solely for the purpose of calculating the registration
fee.
(3) The registration fee has been calculated pursuant to Section 6(b)
of the Securities Act.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.
================================================================================
Page 1 of 13
Exhibit Index on Page 11
<PAGE>
PART I
The prospectus relating to The Mead Corporation 1996 Stock Option Plan is
not being filed herewith pursuant to the Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference as of their
respective dates of filing:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(2) The descriptions of the Registrant's shares of common stock and
the related Common Share Purchase Rights contained in the Corporation's
Registration Statements filed pursuant to Section 12 of the Exchange Act
and all amendments thereto.
(3) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference and to be a part hereof from the
date of filing such documents.
The Registrant will provide without charge to each person to whom a copy
of this prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated herein by
reference (other than exhibits to such documents), which documents are
also incorporated by reference in the Section 10(a) Prospectus, as well as
shareholder communications and other reports furnished to stockholders of
the Registrant on a continuing basis, the Plan and any other documents to
be delivered to participants in the Plan. Written requests should be
addressed to: Corporate Secretary, The Mead Corporation, Mead World
Headquarters, Courthouse Plaza Northeast, Dayton, Ohio 45463, Telephone:
(513) 495-6323.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 2 of Article V of the Regulations of the Registrant provides
for the indemnification by the Registrant of its officers, directors,
employees and others against certain liabilities and expenses. Such
provision provides different treatment for (i) cases other than those
involving actions or suits by or in the right of the Registrant and (ii)
cases involving actions or suits by or in the right of the Registrant. In
the first category, the Registrant indemnifies each director, officer,
employee and agent of the Registrant and each person who serves another
organization at the request of the Registrant, against expenses, including
attorneys' fees, judgments, decrees, fines, penalties and amounts paid in
settlement actually and reasonably incurred by such person in connection
with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that such person is or was in such position or so serving, if such
person acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests
<PAGE>
of the Registrant, and with respect to any matter
the subject of a criminal action, suit, or proceeding, if such
person had no reasonable cause to believe that such person's conduct was
unlawful. In the second category, the Registrant indemnifies each direc-
tor, officer, employee and agent of the Registrant and each person who
serves another organization at the request of the Registrant, against
expenses, including attorneys' fees, actually and reasonably incurred by
such person in connection with the defense or settlement of any
threatened, pending or completed action or suit by or in the right of the
Registrant to procure a judgment in its favor, by reason of the fact that
such person is or was in such position or so serving, if such person acted
in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Registrant, except that no
indemnification shall be made in respect of any matter as to which such
person has been adjudged to be liable for negligence or misconduct in the
performance of such person's duty to the Registrant unless and only to the
extent that a court determines that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses. Any
such indemnification, unless ordered by a court, may be made by the
Registrant only as authorized in the specific case upon a determination
that indemnification of such person is proper in the circumstances because
such person has met the applicable standard of conduct. Such
determination must be made (a) by a majority vote of a quorum consisting
of directors of the Registrant who were not and are not parties to or
threatened with any such action, suit or proceeding, or (b), if such a
quorum is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel, or (c) by the shareholders, or (d) by the Court of Common
Pleas or the court in which such action, suit or proceeding was brought.
Any determination made by the disinterested directors or by independent
legal counsel must be promptly communicated to the person who threatened
or brought an action or suit by or in the right of the Registrant and such
person may, within ten days, petition an appropriate court to review the
reasonableness or such determination.
To the extent that a person covered by the indemnification
provisions of the Regulations has been successful on the merits or
otherwise in defense of any action referred to above, indemnification of
such person against expenses is mandatory.
The Regulations also provide that expenses, including attorneys'
fees, amounts paid in settlement, and (except in the case of an action by
or in the right of the Registrant) judgments, decrees, fines and penalties
incurred in connection with any potential, threatened, pending or
completed action or suit by any person by reason of the fact that he is or
was a director, officer, employee or agent of the Registrant or is or was
serving another organization at the request of the Registrant may be paid
or reimbursed by the Registrant, as authorized by the Board of Directors
upon a determination that such payment or reimbursement is in the best
interests of the Board of Directors upon a determination that such payment
or reimbursement is in the best interests of the Registrant.
The Regulations also provide that, with certain limited exceptions,
a director will be liable in damages for any action he takes or fails to
take as a director only if it is proved by clear and convincing evidence
that such action or failure to act involved an act or omission undertaken
with deliberate intent to cause injury to the Registrant or undertaken
with reckless disregard for the best interests of the Registrant. The
Regulations also provide that, with certain limited exceptions, expenses
incurred by a director in defending an action must be paid by the
Registrant as they are incurred in advance of the final disposition, if
the director agrees (i) to repay such advances if it is proved by clear
and convincing evidence that his action or failure to act involved an act
or omission undertaken with deliberate intent to cause injury to the
Registrant or undertaken with reckless disregard for the Registrant's best
interests and (ii) to reasonably cooperate with the Registrant concerning
the action.
The Registrant has entered into indemnification agreements with its
directors. The agreements provide that the Registrant will promptly
indemnify each director to the fullest extent permitted by applicable law
and that the Registrant will advance expenses under the circumstances
permitted by Ohio law. The agreements also provide that the Registrant is
to take certain actions upon the occurrence of certain events which
represent a change in control of the Registrant, including establishment
of a $10 million escrow account as security for certain of the
Registrant's indemnification obligations. While not requiring the
maintenance of directors'
<PAGE>
and officers' liability insurance, the
indemnification agreements do require that the directors be provided with
the maximum coverage if such insurance is maintained and that, in the
event of any reduction in, or cancellation of, present directors' and
officers' liability insurance coverage, the Registrant will stand as self-
insurer with respect to the coverage not retained and will indemnify the
directors against any loss resulting from any reduction in, or
cancellation of, such insurance coverage. The agreements also provide
that the Registrant may not bring any action against a director more than
two years (or such shorter period as may be applicable under the law)
after the date a cause of action accrues.
The Registrant purchased, effective for the period from August 1,
1995 through August 1, 1996, an insurance policy under which, subject to
the limitations described below, the insurer performs for the Registrant
its obligation of indemnifying officers and directors. The insurer is
obligated, subject to such limitations, to pay on behalf of the Registrant
amounts in excess of $500,000 to which any director or officer of the
Registrant shall be entitled by reason of his right to indemnification by
the Registrant, provided that such right to indemnification arises in
connection with the defense of any action, suit, or proceeding to which
such director or officer may be a party or with which such director or
officer may be threatened during the one year period covered by this
policy. The policy does not, of course, cover any matter which is
uninsurable under law. Such $500,000 deduction applies in respect of each
properly established claim to indemnification. If more than one claim to
indemnification arises out of the same act or interrelated acts, such
claims to indemnification will be treated as one and only one retention of
$500,000 shall be applied. The maximum liability of the insurer is
$25,000,000. Effective August 1, 1995, the Registrant purchased excess
policies providing additional annual limits of $75,000,000 through August
1, 1996.
In conjunction with the above described insurance, the Registrant
maintains insurance designed to protect the individual director or officer
against specified expenses and liabilities, including those arising out of
negligence in the performance of duty, with respect to which the
Registrant does not provide indemnification. The individual policies
contain the same maximum liability provisions as described hereinbefore
with no deductibles.
Item 7. Exemption from Regulation Claimed
---------------------------------
Not applicable
Item 8. Exhibits
--------
4 Rights Agreement dated as of November 1, 1986 between
Registrant and The First National Bank of Cincinnati, as
Rights Agent, as amended December 29, 1987 and December 9,
1988 (incorporated herein by reference to Registrant's
Amendment No. 1 on Form 8, dated November 28, 1986 and
Exhibits 28(a) and 28(b) to Registrant's Current Report on
Form 8-K dated December 9, 1988).
5 Opinion of Counsel
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Counsel (contained in opinion filed as Exhibit 5)
24 Power of Attorney (included on page 7).
<PAGE>
Item 9. Undertakings
------------
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 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. 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 and 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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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 registration statement in on Form S-3, Form S-8 or Form F-3, and
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 that are incorporated by reference in
the 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
therein, and the offering of such securities at that time shall be deemed
to be initial the 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.
(4) 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
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 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.
(5) The undersigned registrant hereby undertakes to supplement the
prospectus, after the expiration of the subscription period, to set forth
the results of the subscription offer, the transactions by the
underwriters during the subscription period, the amount of unsubscribed
securities to be purchased by the underwriters, and the terms of any
subsequent reoffering thereof. If any public offering by the underwriters
is to be made on terms differing from those set forth on the cover page of
the prospectus, a post-effective amendment will be filed to set forth the
terms of such offering.
<PAGE>
(6) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth
in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(7) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, 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 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.
<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 Dayton, State of Ohio, on the
25th day of April, 1996.
THE MEAD CORPORATION
By: STEVEN C. MASON
-----------------------
Steven C. Mason
Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven C. Mason and George J. Maly, Jr.,
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 hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURES
Date: April 25, 1996 By: STEVEN C. MASON
-------------------------------
Steven C. Mason
Director, Chairman of the Board,
President and Chief Executive
Officer
Date: April 25, 1996 By: WILLIAM R. GRABER
------------------------------
William R. Graber
Vice President and Chief
Financial Officer (principal
financial officer)
<PAGE>
Date: April 25, 1996 By: GREGORY T. GESWEIN
-------------------------
Gregory T. Geswein
Controller (principal
accounting officer)
Date: April 25, 1996 By: JOHN C. BOGLE
------------------------
John C. Bogle
Director
Date: April 25, 1996 By: JOHN G. BREEN
-----------------------
John G. Breen
Director
Date: April 25, 1996 By: WILLIAM E. HOGLUND
-----------------------
William E. Hoglund
Director
Date: April 25, 1996 By: JAMES G. KAISER
----------------------
James G. Kaiser
Director
Date: April 25, 1996 By: JOHN A. KROL
-----------------------
John A. Krol
Director
Date: April 25, 1996 By: SUSAN J. KROPF
----------------------
Susan J. Kropf
Director
Date: April 25, 1996 By: CHARLES S. MECHEM, JR.
----------------------
Charles S. Mechem, Jr.
Director
Date: April 25, 1996 By: PAUL F. MILLER, JR.
---------------------
Paul F. Miller, Jr.
Director
<PAGE>
Date: April 25, 1996 By: WILLIAM S. SHANAHAN
---------------------
William S. Shanahan
Director
Date: April 25, 1996 By: THOMAS B. STANLEY, JR.
---------------------
Thomas B. Stanley, Jr.
Director
Date: April 25, 1996 By: LEE J. STYSLINGER, JR.
---------------------
Lee J. Styslinger, Jr.
Director
Pursuant to the requirements of the Securities Act of 1933, the
members of the Committee that administers The Mead Corporation 1996 Stock
Option Plan have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Dayton, State of Ohio, on the 25th day of April, 1996.
THE MEAD CORPORATION
1996 STOCK OPTION PLAN
Date: April 25, 1996 By: JOHN C. BOGLE
---------------------------
John C. Bogle
Director
Date: April 25, 1996 By: JOHN G. BREEN
--------------------------
John G. Breen
Director
Date: April 25, 1996 By: WILLIAM E. HOGLUND
---------------------------
William E. Hoglund
Director
Date: April 25, 1996 By: CHARLES S. MECHEM, JR.
---------------------------
Charles S. Mechem, Jr.
Director
<PAGE>
Date: April 25, 1996 By: WILLIAM S. SHANAHAN
--------------------------
William S. Shanahan
Director
Date: April 25, 1996 By: LEE J. STYSLINGER, JR.
-------------------------
Lee J. Styslinger, Jr.
Director
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- -------------------------------------------------------------------------------
(4) Rights Agreement dated as of November 1, 1986 between
Registrant and The First National Bank of Cincinnati,
as Rights Agent, as amended December 29, 1987 and
December 9, 1988 (incorporated herein by reference
to Registrant's Amendment No. 1 on Form 8, dated
November 28, 1986 and Exhibits 28(a) and 28(b) to
Registrant's Current Report on Form 8-K dated
December 9, 1988).
(5) Opinion of Counsel 12
(23.1) Consent of Deloitte & Touche LLP 13
(23.2) Consent of Counsel (contained in opinion filed as
Exhibit 5) 12
(24) Power of Attorney (contained and executed at pp 7-10) 7
<PAGE> Exhibit 5
The Mead Corporation April 25, 1996
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
Gentlemen:
I am Assistant Secretary and Associate General Counsel of The Mead
Corporation, an Ohio corporation (the "Company"), and I have acted as
counsel for the Company in connection with its 1996 Stock Option Plan (the
"Plan") and in connection with its Registration Statement ("Registration
Statement") on Form S-8 being filed on or about the date hereof with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to up to 4,000,000 Common Shares, without par value,
of the Company (the "Shares"), which may be issued and/or delivered upon
the exercise of options granted or to be granted under the Plan.
In connection with the foregoing, I have reviewed, among other things, (i)
the Amended Articles of Incorporation and Regulations of the Company; (ii)
the minutes of the meeting of the Board of Directors of the Company
relating to the registration of the Shares; and (iii) the Company's 1996
Stock Option Plan. In addition, I have examined such other corporate
records, certificates of public officials and officers of the Company and
other documents, and have made such other and further investigations as I
deemed necessary to enable me to express the opinion hereinafter set
forth.
Based upon the foregoing, I am of the opinion that when the shares offered
under the Plan are issued and paid for pursuant to the exercise of
outstanding stock options, such Shares will be, legally issued, fully
paid, and non-assessable.
I am a member of the Bar of the State of Ohio, and I do not express any
opinion herein concerning any law other than the law of the State of Ohio
and the federal law of the United States. I consent to the use of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
DAVID L. SANTEZ
David L. Santez
Associate General Counsel and
Assistant Secretary
DLS:dlw
<PAGE> Exhibit (23.1)
INDEPENDENT AUDITORS' CONSENT
-------------------------------
We consent to the incorporation by reference in this Registration
Statement of The Mead Corporation on Form S-8 of our report dated January
25, 1996, appearing in the Annual Report on Form 10-K of The Mead Corporation
for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 1, 1996
