As filed with the Securities and Exchange Commission on
October 20, 1995
Registration No. 33-_____
==================================================================
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOSINEE PAPER CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0486870
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455-9099
(Address of principal executive offices) (Zip Code)
MOSINEE PAPER CORPORATION
1994 EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
GARY P. PETERSON
SENIOR VICE PRESIDENT-FINANCE,
SECRETARY AND TREASURER
MOSINEE PAPER CORPORATION
1244 KRONENWETTER DRIVE
MOSINEE, WISCONSIN 54455-9099
(715) 693-4470
Copies to:
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER, S.C.
P.O. BOX 8050
WAUSAU, WISCONSIN 54402-8050
(715) 845-4336
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
==========================================================================================
<CAPTION>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit price registration fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, 110,000 $ (1) $ (1) $929.31(2)
no par value shares
==========================================================================================
<FN>
(1) Estimated solely for purposes of calculating registration fee pursuant to
Rule 457(h).
(2) Calculated pursuant to Rule 457(h) as of October 19, 1995.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Mosinee Paper Corporation
("Registrant") are incorporated by reference in and made a part of
this Registration Statement by this reference except to the extent
that any statement or information therein is modified, superseded
or replaced by a statement or by information contained in any
other subsequently filed document incorporated herein by
reference:
(1) Annual report on Form 10-K for the year ended
December 31, 1994.
(2) Descriptions of Registrant's common stock and related
Preferred Share Purchase Rights in:
(a) Item 14, Form 10 dated September 24, 1965.
(b) Item 5 and Exhibit (99)(a), Description of
Common Stock, quarterly report on Form 10-Q for
the period ended June 30, 1995.
(c) Form 8-A as filed with the Commission on
June 30, 1986.
(d) Amendment No. 1 to Form 8-A, as filed with the
Commission on Form 8 on February 28, 1991.
(e) Any amendment or report, including a report on
Form 10-K, Form 8-K or 10-Q, filed by the
Registrant for the purpose of updating the
descriptions contained in the documents
described in (a) through (d).
(3) Subsequent to the date of filing of the documents
described in (1) and (2), above, all documents filed
by Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-
effective amendment to this Registration Statement
which indicates that all securities offered hereby
have been sold or which deregisters all securities
then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant is incorporated under the Wisconsin Business
Corporation Law and pursuant to sections 180.0850 to 180.0859 of
the Wisconsin statutes, subject to the limitations stated therein,
is required to indemnify any director or officer against liability
and reasonable expenses (including attorneys' fees) incurred by
such person in the defense of any threatened, pending or completed
civil, criminal, administrative or investigative action, suit or
proceeding in which such person is made a party by reason of being
or having been a director or officer of Registrant, unless
liability was incurred because such person breached or failed to
perform a duty owed to the Registrant which constituted (i) a
willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which such person has
a material conflict of interest; (ii) a violation of criminal law,
unless such person had reasonable cause to believe his or her
conduct was lawful or no reasonable cause to believe his or her
conduct was unlawful; (iii) a transaction from which such person
derived an improper personal profit; or (iv) willful misconduct.
The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights or indemnification to
which a person may be entitled under the Registrant's articles of
incorporation or bylaws, or any written agreement, vote of
shareholders or disinterested directors, or otherwise.
Section 180.0859 of the Wisconsin statutes provides that it
is the public policy of the State of Wisconsin that such
indemnification provisions apply, to the extent applicable to any
other proceeding, to, among other things, the offer, sale or
purchase of securities in any proceeding involving a state or
federal statute.
Article III, Section 14, of the Registrant's Bylaws
essentially parallels the provisions of sections 180.0850 to
180.0859 of the Wisconsin statutes. The Bylaws extend coverage to
directors or officers serving in a fiduciary or administrative
capacity with respect to a Registrant-sponsored employee benefit
plan and also set forth procedures to be followed in obtaining
indemnification. Officers and directors of Registrant are also
insured, subject to certain specified exclusions and deductible
and maximum amounts, against loss from claims arising in
connection with their acting in their respective offices, which
include claims under the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(4) Instruments defining the rights of security holders,
including debentures.
(a) Restated Articles of Incorporation, as last
amended April 26, 1995; incorporated by
reference to Exhibit (3)(i) to quarterly report
<PAGE>
on Form 10-Q for the period ended June 30,
1995, Commission File No. 0-1732.
(b) Restated Bylaws, as last amended April 16,
1992; incorporated by reference to Exhibit 3(b)
to annual report on Form 10-K for the year
ended December 31, 1992, pp. 54-89, Commission
File No. 0-1732.
(c) Preferred Share Rights Agreement as last
amended June 26, 1986; incorporated by
reference to Exhibit 4(a) to annual report on
Form 10-K for the year ended December 31, 1993,
pp. 54-147, Commission File No. 0-1732.
(5) Opinion re legality.
Opinion of Ruder, Ware & Michler, S.C.
(23) Consents of experts and counsel.
(a) Consent of Wipfli Ullrich Bertelson CPAs.
(b) Consent of Ruder, Ware & Michler, S.C. is set
forth in Exhibit (5).
(24) Power of Attorney
Powers of attorney are set forth under
"Signatures", page 7 of this Form S-8.
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;
(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 end
of the estimated maximum offering range
may be reflected in the form of
<PAGE>
prospectus filed with the Commission
pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and
price represent no more than a 20%
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)(i) and
(a)(ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
the periodic reports filed 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 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 of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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.
(h) 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
<PAGE>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 Mosinee, State of Wisconsin, on October 19, 1995.
MOSINEE PAPER CORPORATION
By: GARY P. PETERSON
Gary P. Peterson
Senior Vice President - Finance,
Secretary and Treasurer
(on behalf of Registrant and
as Principal Financial Officer
and Principal Accounting Officer)
<PAGE>
SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Daniel R. Olvey
and Gary P. Peterson, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Form S-8 Registration Statement
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing required and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his
substitute, 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 on October 19, 1995 by
the following persons in the capacities indicated.
SAN W. ORR, JR. DANIEL R. OLVEY
San W. Orr, Jr. Daniel R. Olvey
Chairman of the Board President and Chief Executive
Officer and a Director
(Principal Executive Officer)
RICHARD L. RADT WALTER ALEXANDER
Richard L. Radt Walter Alexander
Vice Chairman Director
RICHARD G. JACOBUS HARRY R. BAKER
Richard G. Jacobus Harry R. Baker
Director Director
<PAGE>
EXHIBIT (5)
October 19, 1995
Board of Directors
Mosinee Paper Corporation
1244 Kronenwetter Drive
Mosinee, WI 54455-9099
Gentlemen:
In connection with the Registration Statement of Mosinee
Paper Corporation ("Mosinee") on Form S-8 (the "Registration
Statement") to be filed under the Securities Act of 1933, as
amended, with respect to the registration of 110,000 shares of
common stock, no par value (the "Common Stock") to be issued in
connection with the Mosinee Paper Corporation 1994 Executive Stock
Option Plan, we advise you that we are familiar with the records
of the incorporation of Mosinee and the proceedings taken in
connection with the proposed issuance of the Common Stock.
On the basis of such investigation as we have deemed
necessary under the circumstances, we are of the opinion that:
1. Mosinee is a corporation duly incorporated and validly
existing under the laws of the State of Wisconsin with
corporate power under such laws to issue the Common Stock;
2. When issued, the Common Stock will be duly authorized,
validly issued and nonassessable except for the provisions of
Section 180.0622(2)(b), Wis. Stat.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our
firm under the heading "Legal Matters" in the Prospectus which
constitutes a part of that Registration Statement. In giving this
consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the
Securities Act of 1933, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
RUDER, WARE & MICHLER, S.C.
RUDER, WARE & MICHLER, S.C.
<PAGE>
EXHIBIT (23)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use in the Registration Statement on
Form S-8 of Mosinee Paper Corporation relating to the registration
of 110,000 shares of its Common Stock, no par value, of our report
dated February 2, 1995 which is incorporated by reference in the
Registration Statement to Registrant's annual report on Form 10-K
for the year ended December 31, 1994 and to the reference to us
under the heading "Experts" in the Prospectus which is a part of
the Registration Statement.
WIPFLI ULLRICH BERTELSON CPAs
WIPFLI ULLRICH BERTELSON CPAs
October 19, 1995
Wausau, Wisconsin
