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As filed with the Securities and Exchange Commission on June 14, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NASHUA CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 02-0170100
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
44 Franklin Street, Nashua, New Hampshire 03061-2002
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
John K.P. Stone, III, Esq., c/o Hale and Dorr
60 State Street, Boston, Massachusetts 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
----------------+--------------+----------------+-----------+----------------
| | | Proposed |
Title of | | Proposed | Maximum |
Securities | Amount to | Maximum | Aggregate | Amount of
to be | be |Offering Price | Offering |Registration
Registered | Registered | Per Share (1) | Price (1) | Fee (1)
| | | |
<S> <C> <C> <C> <C>
Common Stock, |660,000 Shares| $16.875 |$11,137,500| $3,840.52
$1.00 par value | | | |
----------------+--------------+----------------+-----------+----------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act of 1933, as amended,
and based on the closing price of the Registrant's Common Stock on the New
York Stock Exchange on June 10, 1996.
</TABLE>
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Exhibit Index Begins on Page 11
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Part I is included in documents sent or given
to participants in the 1996 Stock Incentive Plan of Nashua Corporation (the
"Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933 (as
amended, the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant
document referred to in (a) above.
(c) The description of the Common Stock, par value $1.00 per share
("Common Stock"), contained in a registration statement filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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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 102(b)(7) of the Delaware General Corporation Law enables a
Delaware corporation to provide in its certificate of incorporation, and the
Registrant has so provided in its Composite Certificate of Incorporation, as
amended, for the elimination or limitation of the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided, however, that a director's liability
is not eliminated or limited: (1) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (2) for acts or omissions not in
good faith or which involve an intentional misconduct or a knowing violation of
law; (3) pursuant to Section 174 of the Delaware General Corporation Law (which
imposes liability on directors for unlawful payment of dividends or unlawful
stock purchases or redemptions); or (4) for any transaction from which the
director derived an improper personal benefit.
Section 145 of the Delaware General Corporation Law ("Section 145")
empowers a corporation to indemnify any person who was or is a party or witness
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she 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 or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person indemnified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests
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of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful. If the person
indemnified is not wholly successful in such action, suit or proceeding, but is
successful, on the merits or otherwise, in one or more but less than all claims,
issues or matters in such proceeding, he or she may be indemnified against
expenses actually and reasonably incurred in connection with each successfully
resolved claim, issue or matter. In the case of an action or suit by or in the
right of the corporation, no indemnification may be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 provides that to the extent a director, officer, employee or agent
of a corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or manner
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.
Article VI of the Registrant's By-Laws ("Article VI") provides that the
Registrant shall, to the fullest extent permitted by Section 145, indemnify each
person who is or was a director, officer or employee of the Registrant from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by Section 145 and that the Registrant may, but shall not be
obligated to, maintain insurance at its expense, to protect itself and any such
persons against any such expenses or liabilities.
Article VI also provides that, without limiting the foregoing provisions of
Article VI, and except to the extent otherwise required by law, any person
seeking indemnification under or pursuant to Article VI shall be deemed and
presumed to have met the applicable standard of conduct required for such
indemnification unless the contrary shall be established.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
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Item 9. Undertakings.
1. The Registrant hereby undertakes:
(a) 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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is 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
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(b) 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.
(c) 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.
2. The 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 Section 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 this 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 in the initial
bona fide offering thereof.
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3. 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 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities 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 Nashua, New Hampshire, on this 14th day of June,
1996.
NASHUA CORPORATION
By: /s/ Gerald G. Garbacz
-----------------------------
Gerald G. Garbacz, President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Nashua Corporation hereby
severally constitute and appoint Gerald G. Garbacz, Daniel M. Junius and Paul
Buffum, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names, in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration Statement and generally
to do all such things in our name and behalf in our capacities as officers and
directors to enable Nashua Corporation to comply with the provisions of the
Securities Act, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
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WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
By: /s/ Gerald G. Garbacz President, Chief
------------------------ Executive Officer ) June 14, 1996
Gerald G. Garbacz and Director )
(Principal Executive )
Officer) )
)
)
By: /s/ Daniel M. Junius Vice President-Finance, )
----------------------- Chief Financial Officer ) June 14, 1996
Daniel M. Junius and Treasurer )
(Principal Financial )
Officer and Principal )
Accounting Officer) )
)
)
)
By: /s/ Sheldon A. Buckler Director )
----------------------- ) June 14 , 1996
Sheldon A. Buckler )
)
)
By: /s/ Charles S. Hoppin Director )
----------------------- ) June 14, 1996
Charles S. Hoppin )
)
)
By: Director )
----------------------- ) June 14, 1996
John M. Kucharski )
)
By: /s/ David C. Miller, Jr. Director )
----------------------- ) June 14, 1996
David C. Miller, Jr. )
)
By: /s/ James F. Orr III Director )
----------------------- ) June 14, 1996
James F. Orr III )
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EXHIBIT INDEX
Exhibit Sequential
Number Page Number
4.1 Composite Certificate of Incorporation, as
amended, of the Registrant (filed as Exhibit to
the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989 and
incorporated herein by reference)
4.2 By-Laws, as amended, of the Registrant (filed
as Exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1989
and incorporated herein by reference)
5.1 Opinion of Hale and Dorr 10
23.1 Consent of Hale and Dorr (included in 10
Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP 11
24.1 Power of Attorney (included in the 7
signature pages of this Registration Statement)
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Exhibit 5.1
June 14, 1996
Nashua Corporation
44 Franklin Street
Nashua, New Hampshire 03061-2002
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 660,000 shares of Common Stock, $1.00 par value per share
(the "Shares"), of Nashua Corporation, a Delaware corporation (the "Company"),
issuable under the Company's 1996 Stock Incentive Plan (the "Plan").
We have examined the Composite Certificate of Incorporation and the By-Laws
of the Company, and all amendments thereto, the Registration Statement and
originals, or copies certified to our satisfaction of such records of meetings,
written actions in lieu of meetings, or resolutions adopted at meetings, of the
directors of the Company, and such other documents and instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as copies, and the authenticity of the originals of all such documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares covered by the Registration Statement to be issued under the Plan have
been duly and validly authorized for issuance, and when issued and paid for in
accordance with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
HALE AND DORR
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1996 Stock Incentive Plan of Nashua
Corporation (the "Company") of our report dated February 5, 1996, except as to
the Subsequent Events note, which is as of March 27, 1996, appearing on page 41
of the Company's Annual Report on Form 10-K for the year ended December 31,
1995 (the "Form 10-K"). We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears on page 56 of the
Form 10-K.
/s/ ERNST & YOUNG LLP
Price Waterhouse LLP
Boston, Massachusetts
June 14, 1996
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