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 (I.R.S. Employer
of incorporation) Identification No.)
SEALRIGHT CO., INC.
DIRECTOR STOCK COMPENSATION PLAN
(Full title of plans)
John T. Carper
Sealright Co., Inc.
9201 Packaging Drive
DeSoto, Kansas 66018
(Name and address for agent of service)
(913) 583-3025
(Telephone number, including area
code, for agent of service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount
Securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered/1 per share2/ offering price fee
Common 50,000 $11.3125 $565,625 $171.40
Stock,
par value
$.10 per
share
__________________________________________________________________________
_________________________
1/ Includes such additional indeterminate number of shares as may be
issuable pursuant to applicable antidilution provisions.
2/ Calculated in accordance with the provisions of Rule 457(c) using
the average of the high and low sales price of the Registrant's Common
Stock as reported on the Nasdaq Stock Market on July 29, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I of Form S-8 to be contained in
the Section 10(a) prospectus is omitted from this registration statement
in accordance with Rule 428 under the Securities Act of 1933, as amended
("Securities Act"), and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I of Form S-8 to be contained in
the Section 10(a) prospectus is omitted from this registration statement
in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by
Sealright Co., Inc. (the "Corporation") with the Securities and Exchange
Commission (ACommission"), are incorporated herein by reference and made
a part hereof:
(a) The Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996;
(b) The Corporation's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997;
(c) The description of the Common Stock of the
Corporation (the "Common Stock") contained in the
Corporation's Registration Statement on Form 8-A
effective July 22, 1986, incorporating by reference the
description contained in Amendment No. 2 to the
Corporation's Registration Statement on Form S-1 (SEC
File No. 33-3508).
All reports and other documents filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), subsequent to the
date of this Registration Statement and prior to the filing of a post-
effective amendment hereto which indicates that all securities offered
hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated herein
by reference shall be deemed to be modified or superseded to the extent
that a statement contained herein or in any other subsequently filed
comment which also is or is deemed to be incorporated herein by
reference modifies or supersedes such statement in such document. 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.
The class of securities to be offered is registered under
Section 12 of the Exchange Act. Therefore, a description of the Common
Stock required by Item 202 of Regulation S-K is not required.
Item 5. Interests of Named Experts and Counsel.
Partners of Bryan Cave LLP, the firm whose opinion is
contained in Exhibit 5.1, owned as of May 31, 1997, 59,050 shares of the
Corporation's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law provides as
follows:
"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). Such determination shall be made
(1) by a majority vote of the directors who are 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 by
law, 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.
"(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
"(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to
be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of a person.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemenification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise the Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees)."
The officers and directors are indemnified pursuant to
specific provisions of the Corporation's Amended and Restated
Certificate of Incorporation and Bylaws to the fullest extent
permissible under the law, subject to specific limitations imposed, and,
further, with the basic intent of not granting any indemnity in
contravention of the laws of the State of Delaware or of the United
States of America, whether as a matter of public policy or pursuant to
statutory provisions.
Indemnification granted each officer and director covers
expenses incurred or paid by such officer or director in connection with
any claim, action, suit or proceeding, or judgment or order. Such
indemnification excludes, however, any amounts paid or payable by such
officer or director to the Corporation unless (and only to the extent
that) the Court of Chancery or the court in which the related action was
brought, shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such officer or director
is fairly and reasonably entitled to indemnity for amounts the Court of
Chancery or such other court shall deem proper.
Pursuant to the Corporation's Amended and Restated Certificate
of Incorporation, no director or shareholder of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary
damages for any breach of fiduciary duty as a director. The Certificate
further provides, however, that a director shall be liable to the extent
provided by applicable law (i) for any breach of the director's duty of
loyalty to the Corporation or its shareholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; (iii) pursuant to Section 174 of the General
Corporation Law of the State of Delaware; or (iv) for any transaction
from which such director derived an improper personal benefit. No
amendment or repeal of this provision in the Certificate may adversely
affect any right or protection of any director of the Corporation
existing at the time of such amendment or repeal for or with respect to
any acts or omissions of such director occurring prior to such amendment
or repeal.
The Corporation may purchase and maintain, and currently does
so maintain, insurance on behalf of its directors and officers against
liability asserted against any of them and incurred by them in such
capacity, or arising out of their status as such.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Articles of Incorporation,
as amended, of Sealright Co., Inc., filed as
Exhibit 3(a) to Form 10-K for the fiscal year
ended December 31, 1987, incorporated herein
by reference.
4.2 Amended and Restated
Bylaws dated February 17, 1988, of Sealright
Co., Inc., filed as Exhibit 3(b) to Form 10-K
for fiscal year ended December 31, 1987.
5.1 Opinion of Counsel
(relating to legality of securities being
registered).
23.1 Consent of Independent
Accountants.
23.2 Consent of Counsel
(included in Exhibit 5.1 hereto).
24.1 Power of Attorney
(included on signature page).
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;
(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 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 this Registration Statement.
(2) 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.
(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, each
filing of the registrant's annual report pursuant to Section 13(a) or
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 the initial bona
fide offering thereof.
(c) 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.
<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 the requirements for filing on Form S-8 and has caused this
Registration Statement to be signed on its behalf of the undersigned,
thereunto duly authorized, in the County of Johnson, State of Kansas, on
this 30 day of July, 1997.
SEALRIGHT CO., INC.
By /s/ Charles F. Marcy
Charles F. Marcy
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individuals whose
signatures appear below constitute and appoint Charles F. Marcy and John
T. Carper or any 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 registration
statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange
Commission, granting said attorney-in-fact and agent, and each of them,
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 attorney-in-fact and agent, or
any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Charles F. Marcy President, Chief July 30, 1997
Charles F. Marcy Executive Officer
and Director
/s/ John T. Carper Senior Vice President July 30, 1997
John T. Carper Finance, Chief Financial
Officer, Chief Accounting
Officer and Treasurer
/s/ G. Kenneth Baum Director July 30, 1997
G. Kenneth Baum
/s/ D. Patrick Curran Director July 30, 1997
D. Patrick Curran
/s/Frederick O. DeSieghardt Director July 30, 1997
Frederick O. DeSieghardt
/s/ Robert F. Hagans Director July 30, 1997
Robert F. Hagans
____________________ Director ___________, 1997
Marvin W. Ozley
/s/ Arthur R. Schulze Director July 30, 1997
Arthur R. Schulze
/s/ Charles A. Sullivan Director July 30, 1997
Charles A. Sullivan
/s/ William D. Thomas Director July 30, 1997
William D. Thomas
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
5.1 Opinion of Counsel (relating to legality of
securities being registered).
23.1 Consent of Independent Accountants.
EXHIBIT 5.1
BRYAN CAVE LLP
3500 One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2100
(816) 374-3200
Facsimile (816) 374-3300
July 30, 1997
Sealright Co., Inc.
9201 Packaging Drive
DeSoto, Kansas 66018
Ladies and Gentlemen:
We have acted as counsel to Sealright Co., Inc., a
Delaware corporation (the "Corporation"), in connection with the
registration under the Securities Act of 1933, as amended on Form S-8
(the "Registration Statement") of 50,000 shares of the Corporation's
common stock par value $.10 per share, (the "Common Stock") issuable
under the Sealright Co., Inc. Director Stock Compensation Plan (the
"Plan"). Such shares of Common Stock issuable pursuant to the Plan
are herein referred to as "the Shares." As such counsel we have
examined and relied upon originals or copies, certified or otherwise,
identified to our satisfaction of such corporate records, agreements,
documents, instruments and certificates of officers and
representatives of the Corporation and have made such investigations
of law, as we deem necessary or appropriate in order to enable us to
render the opinion expressed below.
Based upon the foregoing, and reliance thereon, we are of
the opinion that the Shares have been duly and validly authorized for
issuance and will be, when issued and delivered pursuant to the terms
and conditions set forth in the Plan, validly issued, fully paid and
nonassessable.
The opinion stated herein, is as of the date hereof, and
we assume no obligation to update or supplement this legal opinion to
reflect any facts or circumstances that may hereafter come to our
attention or any changes in law that may hereafter occur. This legal
opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Bryan Cave LLP
BRYAN CAVE LLP
EXHIBIT 23.1
The Board of Directors
Sealright Company, Inc.:
We consent to the use of our report incorporated herein by
reference.
/s/ KPMG PEAT MARWICK, LLP
KPMG PEAT MARWICK, LLP
Kansas City, Missouri
July 30, 1997
