As filed with the Securities and Exchange Commission
on May 24, 1996
Registration No. 333- ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THOMAS NELSON, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0679364
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Nelson Place at Elm Hill Pike
Nashville, Tennessee 37214-1000
(Address of principal executive offices) (Zip code)
THOMAS NELSON, INC. AMENDED AND RESTATED
1992 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
Joe L. Powers
Executive Vice President and Secretary
Nelson Place at Elm Hill Pike
Nashville, Tennessee 37214-1000
(Name and address of agent for service)
(615) 889-9000
(Telephone number, including area code, of agent for service)
----------------
Copy To:
James H. Cheek, III, Esq.
Bass, Berry & Sims PLC
2700 First American Center
Nashville, Tennessee 37238
-----------------
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<CAPTION>
Proposed
maximum Proposed
Title of offering maximum Amount of
securities to Amount to be price per aggregate registration
be registered registered share (*) offering price(*) fee (*)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
or Class B 1,202,500 $12.625 $15,181,563 $5,236.00
Common Stock
Shares
================================================================================
</TABLE>
(*) Estimated solely for the purpose of determining the amount
of the registration fee. Such estimates have been calculated in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, and are based upon the average of the high and low
prices per share of the Common Stock and Class B Common Stock as
reported on the New York Stock Exchange on May 22, 1996.
<PAGE>
Registration of Additional Securities
This Registration Statement is filed pursuant to General
Instruction E of Form S-8 for the purpose of registering
additional shares of Common Stock, $1.00 par value per share, or
Class B Common Stock, $1.00 par value per share, of Thomas
Nelson, Inc., a Tennessee corporation (the "Registrant"), for the
Thomas Nelson, Inc. Amended and Restated 1992 Employee Stock
Incentive Plan.
Incorporation By Reference
of Earlier Registration Statement
The Registration Statement on Form S-8 (Registration File
No. 33-80086) heretofore filed by the Registrant with the
Securities and Exchange Commission on June 13, 1994 is hereby
incorporated by reference herein.
Item 8. Exhibits
Exhibit Number Description
-------------- ------------
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bass, Berry & Sims
PLC (included in Exhibit 5)
24 Power of Attorney (included at
pages II-2 and II-3)
<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 Nashville, State of Tennessee, on this 23rd day of
May, 1996.
THOMAS NELSON, INC.
By:/s/ Joe L. Powers
-------------------------
Joe L. Powers
Executive Vice President and
Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Sam Moore
and Joe L. Powers, and each of them, his true and lawful
attorneys-in-fact and agents, 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 to this
Registration Statement, and to file the same, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite 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
attorneys-in-fact and agents, or their substitute or 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.
Signature Title Date
--------- ----- ----
/s/ Sam Moore Chairman of the May 23, 1996
- ------------------ Board of Directors,
Sam Moore Chief Executive
Officer and
President (Principal
Executive Officer)
/s/ S. Joseph Moore Executive Vice May 23, 1996
- ------------------ President and
S. Joseph Moore Director
/s/ Joe L. Powers Executive Vice May 23, 1996
- ------------------ President and
Joe L. Powers Secretary (Principal
Financial and
Accounting Officer)
/s/ Brownlee O. Director May 23, 1996
Currey, Jr.
- ------------------
Brownlee O. Currey,
Jr.
/s/ W. Lipscomb Director May 23, 1996
Davis, Jr.
- ------------------
W. Lipscomb Davis,
Jr.
Signature Title Date
--------- ----- ----
/s/ Robert J. Director May 23, 1996
Niebel, Sr.
- ------------------
Robert J. Niebel,
Sr.
- ------------------ Director
Millard V. Oakley
/s/ Joe M. Rodgers Director May 23, 1996
- ------------------
Joe M. Rodgers
/s/ Cal Turner, Jr. Director May 23, 1996
- ------------------
Cal Turner, Jr.
/s/ Andrew J. Young Director May 23, 1996
- ------------------
Andrew J. Young
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bass, Berry & Sims PLC
(included in Exhibit 5)
24 Power of Attorney (included at pages
II-2 and II- 3)
<PAGE>
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE,TN 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
May 23, 1996
Thomas Nelson, Inc.
Nelson Place at Elm Hill Pike
Post Office Box 141000
Nashville, Tennessee 37214
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Thomas Nelson, Inc., a Tennessee
corporation (the Company ), in the preparation of a Registration
Statement on Form S-8 (the Registration Statement ) relating to
the Company s Amended and Restated 1992 Employee Stock Incentive
Plan (the Plan ) filed by you with the Securities and Exchange
Commission covering the registration of 1,202,500 additional
shares of Common Stock, $1.00 par value per share, or Class B
Common Stock, $1.00 par value per share, of the Company issuable
pursuant to the Plan.
In so acting, we have examined and relied upon such records,
documents, and other instruments as in our judgment are necessary
or appropriate in order to express the opinion hereinafter set
forth and have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that the
Common Stock and/or Class B Common Stock, when issued pursuant to
and in accordance with the Plan, will be duly and validly issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Sincerely,
/s/ Bass, Berry & Sims PLC
<PAGE>
Arthur Andersen LLP
424 Church Street, Suite 1000
Nashville, Tennessee 37219
Telephone (615) 726-6121
Facsimile (615) 726-6299
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Form S-8
registration statement of our report dated May 19, 1995
incorporated by reference in Thomas Nelson, Inc.'s Form 10-K
for the year ended March 31, 1995 and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Nashville, Tennessee
May 21, 1996
<PAGE>
Thomas Nelson, Inc.
Nelson Place at Elm Hill Pike
Post Office Box 141000
Nashville, Tennessee 37214
Telephone (615) 889-9000
Telecopier (615) 883-6353
May 23, 1996
VIA EDGAR
Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Thomas Nelson, Inc. -- Registration Statement on Form
S-8 relating to Amended and Restated 1992 Employee
Stock Incentive Plan
Ladies and Gentlemen:
Pursuant to Rule 901 of Regulation S-T, the following
is the electronic submission of the above-referenced
Registration Statement. By copy of this letter, one true and
complete copy of the above-referenced Registration Statement is
being concurrently sent for filing with the New York Stock
Exchange.
Please contact the undersigned at the above-referenced
number or our counsel, Gregory T. Stevens of Bass, Berry &
Sims PLC at (615) 742-6200, with any comments pertaining to the
Registration Statement.
Sincerely,
Joe L. Powers
Executive Vice President
and Secretary
cc: New York Stock Exchange
Gregory T. Stevens
