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.
LEADERSHIP INCENTIVE PLAN
SEALRIGHT CO., INC.
SALES INCENTIVE 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 250,0003/ $11.3125 $2,828,125 $857.01
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.
3/ A total of 250,000 shares are authorized to be issued under
either the Leadership Incentive Plan or the Sales Incentive Plan.
<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 250,000 shares of the Corporation's
common stock par value $.10 per share, (the "Common Stock") issuable
under the Sealright Co., Inc. Leadership Incentive Plan and the
Sealright Co., Inc. Sales Incentive Plan (the "Plans"). 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 Plans, 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
