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As filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 333-
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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
incorporation or organization) Identification No.)
44 FRANKLIN STREET, NASHUA, NEW HAMPSHIRE 03064
(Address of Principal Executive Offices) (Zip Code)
1999 SHAREHOLDER VALUE PLAN
(Full title of the plan)
JOHN K.P. STONE, III, ESQ.
c/o HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Amount Maximum Proposed Amount of
Securities to be to be Offering Price Maximum Aggregate Registration
Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock
par value $1.00 per share 600,000 $8.875(1) $5,325,000(1) $1,480.35
===========================================================================================================
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(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rules 457(c) and 457(h) of the Securities Act of
1933, as amended, and based upon the average of the high and low
prices of the Common Stock as reported on the New York Stock
Exchange on October 1, 1999.
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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 1999 Shareholder Value Plan of Nashua Corporation,
a Delaware 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 "Commission"). The following documents, which are filed with the
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 either (1) 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 financial
statements have been filed or (2) the Registrant's effective registration
statement on Form 10 or 20-F filed under the Exchange Act containing audited
financial statements for the Registrant's latest fiscal year.
(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"), which is 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 shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock 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 the purposes of this Registration
Statement to the extent 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.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION.
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 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.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
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;
(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 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; and
(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 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 Section 15(d) of the Exchange Act 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 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 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 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 the 30th day of September,
1999.
NASHUA CORPORATION
By: /s/ Gerald G. Garbacz
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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, John L. Patenaude and Peter
C. Anastos, 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 subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Nashua Corporation to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated below.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Gerald G. Garbacz President, Chief Executive Officer and September 30, 1999
- --------------------------------- Chairman of the Board (Principal Executive
Gerald G. Garbacz Officer)
/s/ John L. Patenaude Vice President - Finance, Chief Financial September 30, 1999
- --------------------------------- Officer and Treasurer (Principal Financial
John L. Patenaude Officer)
/s/ Joseph R. Matson Vice President, Corporate Controller September 30, 1999
- --------------------------------- (Principal Accounting Officer)
Joseph R. Matson
/s/ Sheldon A. Buckler Director September 30, 1999
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Sheldon A. Buckler
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/s/ Charles S. Hoppin Director September 30, 1999
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Charles S. Hoppin
/s/ John M. Kucharski Director September 30, 1999
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John M. Kucharski
/s/ David C. Miller, Jr. Director September 30, 1999
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David C. Miller, Jr.
/s/ Peter J. Murphy Director September 30, 1999
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Peter J. Murphy
/s/ James F. Orr III Director September 30, 1999
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James F. Orr III
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INDEX TO EXHIBITS
NUMBER DESCRIPTION
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4.1(1) Composite Certificate of Incorporation of the Registrant,
as amended
4.2(2) Restated By-laws of the Registrant, as amended
5.1 Opinion of Hale and Dorr LLP, counsel to
the Registrant
23.1 Consent of Hale and Dorr LLP
(included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants
24.1 Power of Attorney (included in the signature pages of this
Registration Statement)
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(1) Previously filed with the Commission as an Exhibit to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989, and incorporated herein by reference.
(2) Previously filed with the Commission as an Exhibit to the
Registrant's Quarterly Report on Form 10-Q for the fiscal period
ended March 31, 1999 and incorporated herein by reference.
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EXHIBIT 5.1
HALE AND DORR LLP
60 State Street
Boston, MA 02109
October 8, 1999
Nashua Corporation
44 Franklin Street
Nashua, NH 03064
Re: 1999 SHAREHOLDER VALUE PLAN
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 600,000 shares (the "Shares") of Common Stock, $1.00 par
value per share, of Nashua Corporation, a Delaware corporation (the "Company"),
issuable under the Company's 1999 Shareholder Value Plan (the "Plan").
We have examined the Composite Certificate of Incorporation of the
Company, as amended, the Restated By-laws of the Company, as amended, and
originals, or copies certified to our satisfaction, of all pertinent records of
the meetings of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as we have deemed
material for the purposes of this opinion.
In 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 certified, photostatic or facsimile copies, and the authenticity of the
originals of any such documents.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance under the Plan, and the Shares, when issued and
paid for in accordance with the terms of the Plan and at a price per share in
excess of the par value per share for such Shares, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1999 relating to the
financial statements , which appears in the 1998 Annual Report to Shareholders
of Nashua Corporation, which is incorporated by reference in Nashua
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the incorporation by reference of our report dated February
5, 1999 relating to the financial statement schedules, which appears in such
Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
October 8, 1999
