<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1998
REGISTRATION NO. 333-56321
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
JPS PACKAGING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 2671 31-1311495
(STATE OF OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION CLASSIFICATION CODE NUMBER)
IDENTIFICATION NUMBER)
OF INCORPORATION OR
ORGANIZATION)
9201 PACKAGING DRIVE, DESOTO, KANSAS 66018
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN T. CARPER, 9201 PACKAGING DRIVE, DESOTO, KANSAS 66018, (913) 583-8730
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
THOMAS W. VAN DYKE
BRYAN CAVE LLP
7500 COLLEGE BOULEVARD, SUITE 1100
OVERLAND PARK, KS 66210-4035
(913) 338-7700
(913) 338-7777 (TELECOPIER)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following: [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] Registration No. 333-56321
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share 5,599,889 $(2) $36,656,368.24 *
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</TABLE>
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(1) Represents the estimated maximum number of shares of common stock, par
value $.01 per share, of JPS Packaging Company ("JPS Common Stock") to be
sold in exchange for the common stock, par value $.10 per share, of
Sealright Co., Inc. ("Sealright Common Stock") and an estimated number of
shares of JPS Common Stock which may be issued by JPS Packaging Company in
connection with the settlement of employee stock option agreements.
(2) Pursuant to Rule 457, the filing fee has been computed based on the market
value of the shares of Sealright Common Stock to be cancelled in the
exchange, using the average of the high and low sales price of Sealright
Common Stock as reported on the Nasdaq Stock Market, Inc. on June 1, 1998,
calculated in accordance with Rule 457(c) (a total of $36,577,677.18),
plus the offering price of 11,471 shares of JPS Common Stock which may be
issued in connection with the settlement of certain Sealright employee
stock option agreements, determined in accordance with the valuation of
$6.86 per share set forth in the amendments to such option agreements (a
total of $78,691.06), for an aggregate maximum offering price of
$36,656,368.24. No maximum offering price per unit for JPS Common Stock is
available.
*Previously paid.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20 Indemnification of Directors and Officers
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (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 DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal benefit. The
Registrant's Certificate of Incorporation limits the liability of directors to
the extent permitted by Section 102(b)(7) of the DGCL.
The Registrant has purchased insurance coverage on behalf of its directors
and officers against any liability asserted against any of them in their
capacity as a director or officer of the Registrant.
Item 21(a) Exhibits
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger dated March 2, 1998 by and among
Sealright Co., Inc., Seal Acquisition Corp. and Huhtamaki Oy
(included as Appendix A to this Proxy Statement/Prospectus)*
2.1(a) Form of Tax Procedures Agreement*
2.1(b) Form of Intellectual Property License Agreement*
2.1(c) Form of Transitional Services Agreement*
2.2 Reorganization Agreement, dated as of April 30, 1998, by and among
Sealright Co., Inc., JPS Packaging Company, Sealright Manufacturing-
West, Inc. and Sealright Packaging Company*
3.1(a) Certificate of Incorporation of JPS Packaging Company dated March
24, 1998*
3.1(b) Certificate of Merger of JPS Packaging Company dated April 3, 1998*
II-1
<PAGE>
Exhibit
Number Description
------- -----------
3.1(c) Amendment to Certificate of Incorporation dated April 24, 1998*
3.2 Amended and Restated Bylaws of JPS Packaging Company*
4.1 Revised Form of Stock Certificate
5.1 Opinion of Bryan Cave LLP including Consent*
10.1 Commitment Letter Agreement between Harris Trust and Savings Bank
and JPS Packaging Company dated May 29, 1998*
10.2 JPS Packaging Company 1998 Incentive Compensation Plan*
10.3 Executive Retention Agreement between Sealright Co., Inc. and John
T. Carper dated October 21, 1997*
10.4 Executive Retention Agreement between Sealright Co., Inc. and A.
Lawrence Walton dated October 21, 1997*
10.5 Executive Retention Agreement between Sealright Co., Inc. and Steven
Saucier dated October 21, 1997*
21.1 Subsidiaries of JPS Packaging Company*
23.1 Consent of KPMG Peat Marwick Relating to Matters Concerning the
Registrant*
23.2 Consent of Arthur Andersen LLP Relating to Matters Concerning
Sealright Co., Inc.*
23.3 Consent of Bryan Cave LLP (included in Exhibit 5.1 above)*
23.4 Consent of Goldman, Sachs & Co.*
24.1 Powers of Attorney (included as part of signature page)*
27.1 Revised Financial Data Schedule
99.1 Proxy Card of Sealright Co., Inc.*
_________
* Previously filed.
II-2
<PAGE>
Item 21(b) Financial Statement Schedules
The schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
Item 22 Undertakings
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 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.
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 provisions described under Item 20 above, 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 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 its is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Act of 1934; and,
where interim financial information required to be presented by Article 3 of the
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of DeSoto, state of Kansas,
on June 16, 1998.
JPS PACKAGING COMPANY
By: /s/ John T. Carper
------------------
Name: John T. Carper
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signatures
appear below constitute and appoint John T. Carper and David S. Boylan 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.
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/ John T. Carper President and Director June 16, 1998
- -----------------------
John T. Carper
/s/ David S. Boylan* Chief Financial Officer and June 16, 1998
- ----------------------- Chief Accounting Officer
David S. Boylan
/s/ G. Kenneth Baum* Director June 16, 1998
- -----------------------
G. Kenneth Baum
II-4
<PAGE>
Signature Title Date
--------- ----- ----
/s/ D. Patrick Curran* Director June 16, 1998
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D. Patrick Curran
/s/ Charles A. Sullivan* Director June 16, 1998
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Charles A. Sullivan
/s/ William D. Thomas* Director June 16, 1998
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William D. Thomas
By: /s/ John T. Carper
-------------------
John T.Carper
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT 4.1
================================================================================
COMMON STOCK COMMON STOCK
JPS
NUMBER PACKAGING SHARES
JPS PACKAGING COMPANY
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 46623H 10 2
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK
OF THE PAR VALUE OF ONE CENT ($.01) OF
JPS PACKAGING COMPANY
transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid until countersigned and registered by the
transfer agent and registrar.
Witness the facsimile seal of the Corporation and the signatures of
its duly authorized officers.
Dated:
/s/ Thomas W. Van Dyke /s/ John T. Carper
SECRETARY PRESIDENT
JPS PACKAGING COMPANY
DELAWARE
CORPORATE SEAL 1998
CERTIFICATE OF STOCK
COUNTERSIGNED AND REGISTERED
UMB BANK, n.a.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
================================================================================
<PAGE>
JPS PACKAGING COMPANY
The Corporation will furnish to any stockholder upon request and without
charge a full statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued and the
variations in the relative rights and preferences between the shares of each
series of a class of shares so far as the same have been fixed and determined
and the authority of the Board of Directors to fix and determine the relative
rights and preferences of the subsequent series.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT --
TEN ENT - as tenants by the entireties _______ as Custodian for _______
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts to Minors
tenants in common Act _________________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ___________________________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE, OF ASSIGNEE
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Shares
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of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
- -----------------------------------------------------------------------
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated
-----------------------
X
---------------------------------------
(SIGNATURE)
NOTICE:
THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH
THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY ----
PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE
WHATEVER.
X
---------------------------------------
(SIGNATURE)
-----------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION AS
DEFINED IN RULE 17Ad-15 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
-----------------------------------------
SIGNATURE(S) GUARANTEED BY:
-----------------------------------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>This schedule contains summary financial information extracted from
JPS PACKAGING COMPANY and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0001060753
<NAME> JPS PACKAGING COMPANY
<S> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-END> MAR-31-1998 DEC-31-1998
<CASH> 289 333
<SECURITIES> 0 0
<RECEIVABLES> 11,575 13,108
<ALLOWANCES> 333 334
<INVENTORY> 12,987 12,795
<CURRENT-ASSETS> 25,745 26,741
<PP&E> 67,343 67,122
<DEPRECIATION> 36,376 35,238
<TOTAL-ASSETS> 59,920 61,904
<CURRENT-LIABILITIES> 8,506 8,735
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 47,973 49,878
<TOTAL-LIABILITY-AND-EQUITY> 59,920 61,904
<SALES> 20,416 95,491
<TOTAL-REVENUES> 20,416 95,491
<CGS> 18,837 88,746
<TOTAL-COSTS> 18,837 88,746
<OTHER-EXPENSES> 3,334 11,654
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (1,755) (4,909)
<INCOME-TAX> (603) (1,686)
<INCOME-CONTINUING> (1,152) (3,223)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,152) (3,223)
<EPS-PRIMARY> (0.21) (0.58)
<EPS-DILUTED> (0.21) (0.58)
</TABLE>
