As filed with the Securities and Exchange Commission on February
15, 1996.
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
SEALRIGHT CO., INC.
(Exact name of registrant as specified in its charter)
DELAWARE 16-0876812
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7101 College Boulevard Overland Park, Kansas 66210-1891
(Address of Principal Executive Offices) (Zip Code)
SEALRIGHT LONG TERM SAVINGS PLAN
(Full title of the plan)
John T. Carper
Sealright Co., Inc.
7101 College Boulevard
Overland Park, Kansas 66210
(Name and address of agent for service)
(913) 344-9000
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share 1<F1> price fee
<S> <C> <C> <C> <C>
Common Stock 500,000 $10.0625 $5,031,250.00 $1,735.00
$1.00 par shares 2<F2>
value
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 Plan described herein.
<FN>
<F1>
1 Calculated pursuant to Rule 457(h) of the Securities Act of
1933, as amended, solely for the purpose of determining the
registration fee, based upon the average of the high and low
prices for the registrant's common stock on February 12, 1995.
<F2>
2 Plus such additional shares as may be issued pursuant to anti-
dilution provisions.
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Sealright Co., Inc.
(the "Company") with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934
(the "1934 Act").
(2) The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1995, June 30, 1995
and September 30, 1995.
(3) The description of the Company's Common Stock
which is contained in the Company's Registration
Statement on Form 8-A filed under the 1934 Act, on
July 22, 1986, incorporating by reference the
description contained in Amendment No. 2 to the
Company's Registration Statement on Form S-1 (SEC File
No. 33-3508).
All documents subsequently filed by the Company and the
Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing thereof.
Item 4. Description of Securities.
The securities to be offered are registered under
Section 12 of the 1934 Act.
Item 5. Interest of Named Experts and Counsel.
Partners of Bryan Cave LLP, the firm whose opinion is
contained in Exhibit 5, owned as of January 31, 1996, 59,050
shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware Corporation. Section 145 of
the General Corporation Law of the State of Delaware provides for
the indemnification by a corporation of its officers and
directors as follows:
145. INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE. (a) A corporation may
indemnify any person who was or is a party 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 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, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he
acted in good faith and in a manner he 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 conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in
good faith and in a manner which he 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 reasonable cause to believe that his
conduct was unlawful.
(b) A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor
by reason of the fact that he 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, partnership, joint
venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation and except that no
indemnification shall be made in respect of 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 upon application
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 which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b) of this section, or
in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b)
of this section (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon
a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by a majority vote of the
directors who were not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there
are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by
the stockholders.
(e) Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding
may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections
of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who 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,
partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
Reference is made to Paragraph 12 of the Certificate of
Incorporation, as amended, of Sealright Co., Inc., filed as
Exhibit 3(a) to the Company's Form 10-K for the year ended
December 31, 1987 (File No. 0-14825)) filed with the Commission
regarding indemnification of directors and officers under certain
circumstances.
The Company maintains directors' and officers'
liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
The Registrant undertakes that it has submitted the
Plan and all prior amendments, and will submit all future
amendments, to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
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;
(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
is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in the 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 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 (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.
(c) 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
questions 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
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all 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 County of Johnson, State of
Kansas on February 15, 1996.
SEALRIGHT CO., INC.
By: /s/ Charles F. Marcy
Charles F. Marcy, President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on February 15,
1996.
Signature Title
/s/ Charles F. Marcy President, Chief
Charles F. Marcy Executive Officer
and Director
/s/ G. Kenneth Baum Director
G. Kenneth Baum
/s/ D. Patrick Curran Director
D. Patrick Curran
/s/ Frederick O. DeSieghardt Director
Frederick O. DeSieghardt
/s/ Robert F. Hagans Director
Robert F. Hagans
<PAGE>
Signature Title
/s/ Marvin W. Ozley Director
Marvin W. Ozley
Director
Arthur R. Schulze
/s/ Charles A. Sullivan Director
Charles A. Sullivan
/s/ William D. Thomas Director
William D. Thomas
/s/ John T. Carper Vice President
John T. Carper Finance,
Chief Financial
Officer,
Chief Accounting
Officer and
Treasurer
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the Plan has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Johnson,
State of Kansas, on February 15, 1996.
SEALRIGHT LONG TERM SAVINGS PLAN
By: /s/ John T. Carper
Plan Administrator
Sealright Long Term Savings Plan
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Articles of Incorporation, as amended, of
Sealright Co., Inc. (Incorporated by
reference from Exhibit 3(a) to Form 10-K
for year ended December 31, 1987
(File No. 0-14825))
4.2 Amended and Restated Bylaws, dated
February 17, 1988, of Sealright Co., Inc.
(Incorporated by Reference from Exhibit 3(b)
to Form 10-K for year ended December 31,
1987 (File No. 0-14825))
5 Opinion of Bryan Cave LLP
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Bryan Cave LLP
(contained in Exhibit 5)
24 Power of Attorney
Document #192691.04
EXHIBIT 5
BRYAN CAVE LLP
3500 ONE KANSAS CITY PLACE
1200 MAIN STREET
KANSAS CITY, MISSOURI 64105-2100
(816) 374-3200
FACSIMILE: (816) 374-3300
February 15, 1996
Sealright Co., Inc.
7101 College Boulevard
Overland Park, Kansas 66210
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are writing as your counsel in connection with the
above-captioned Registration Statement on Form S-8 to which this
opinion is filed as an exhibit (the "Registration Statement")
which registers under the Securities Act of 1933, as amended,
500,000 shares of Common Stock of the Company (the "Shares")
which may be purchased pursuant to the Sealright Long Term
Savings Plan (the "Plan"), including an indeterminate number of
interests in the Plan (the "Interests").
We have examined the Articles of Incorporation and the
By-laws of the Company, as amended, the minutes of applicable
meetings of the Board of Directors, and other records, together
with applicable certificates of public officials and other
documents which we have deemed relevant to this opinion. Based
upon the foregoing, it is our opinion that:
1. The Company is duly organized, existing and in
good standing under the laws of the State of Delaware.
2. The Shares and the Interests to which the
Registration Statement relates, when sold in accordance with the
provisions of the Plan, will be legally issued, fully paid and
non-assessable.
We hereby consent to the inclusion in the Registration
Statement of our foregoing opinion.
Very truly yours,
Bryan Cave LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Sealright Co., Inc.
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 3, 1995, incorporated by reference in
Sealright Co., Inc. form 10-K for the year ended December 31,
1994, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Kansas City, Missouri
February 14, 1996
<PAGE>
Document #192691.04
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned directors of Sealright Co.,
Inc. (the "Company") hereby constitutes and appoints Charles F.
Marcy and John T. Carper, 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 registration statements
on Form S-8 registering shares of the Company's Common Stock
which may be offered pursuant to any employee benefit plan of the
Company (a "Plan") and interests in any such Plan with the
Securities and Exchange Commission (the "Commission") and
amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants
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 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 substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Dated and effective as of the 26th day of January,
1996.
/s/ G. Kenneth Baum /s/ D. Patrick Curran
G. Kenneth Baum D. Patrick Curran
/s/ Frederick O. DeSieghardt /s/ Robert F. Hagans
Frederick O. DeSieghardt Robert F. Hagans
/s/ Charles F. Marcy /s/ Marvin W. Ozley
Charles F. Marcy Marvin W. Ozley
/s/ Charles A. Sullivan
Arthur R. Schulze Charles A. Sullivan
/s/ William D. Thomas
William D. Thomas
