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As filed with the Securities and Exchange Commission on September 17, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
GIBSON GREETINGS, INC.
(Exact name of issuer as specified in its charter)
Delaware 52-1242761
________________________ ____________________________________
(State of Incorporation) (I.R.S. Employer Identification No.)
2100 Section Road, Cincinnati, Ohio 45237
_____________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
GIBSON GREETINGS, INC.
1991 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Harold L. Caldwell, 2100 Section Road
Cincinnati, Ohio 45237
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (513) 841-6653
_____________________________________
<TABLE>
CALCULATION OF REGISTRATION FEE
_______________________________
<CAPTION>
Title of Amount Proposed maximum Proposed maximum
securities to be offering price aggregate Amount of
to be registered per share offering price registration
registered (1) (2) (2) fee
______________ __________ ________________ ________________ ____________
<C> <C> <C> <C> <C>
Common Stock, 1,500,000
par value $.01 shares $22 13/16 $34,218,750 $10,369.32
</TABLE>
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[FN]
(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock of Gibson Greetings, Inc. as may become
issuable with respect to all or any of such shares pursuant to
antidilution provisions in the plan.
(2) Inserted solely for purposes of computing the registration fee and based,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, upon
the average of the high and low prices of the Common Stock on September
12, 1997, as reported on the Nasdaq National Market.
This Registration Statement also relates to Form S-8 Registration Statements
No. 33-44633 and 33-67782 of the Registrant.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement, being filed in accordance with General
Instruction E to Form S-8, incorporates by reference the contents of Form S-8
Registration Statements No. 33-44633 and 33-67782.
Item 8. Exhibits
_________________
Exhibit Number
______________
5 Opinion of Taft, Stettinius & Hollister
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Cincinnati, State of
Ohio as of the 16th day of September, 1997.
GIBSON GREETINGS, INC.
By: /s/ Frank J. O'Connell
____________________________________
Frank J. O'Connell, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of the 16th day of September, 1997.
Signature Title
_________ _____
/s/ Frank J. O'Connell Chairman of the Board, President and
_________________________ Chief Executive Officer
Frank J. O'Connell (principal executive officer)
/s/ Paul W. Farley Assistant Treasurer
_________________________ (principal accounting officer)
Paul W. Farley
/s/ George M. Gibson Director
_________________________
George M. Gibson
/s/ Charles D. Lindberg Director
_________________________
Charles D. Lindberg
/s/ Albert R. Pezzillo Director
_________________________
Albert R. Pezzillo
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/s/ Frank Stanton Director
_________________________
Frank Stanton
/s/ Charlotte St. Martin Director
_________________________
Charlotte St. Martin
/s/ C. Anthony Wainwright Director
_________________________
C. Anthony Wainwright
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Exhibit 5
September 16, 1997
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Gibson Greetings, Inc.
1991 Stock Incentive Plan
_________________________
Dear Sir or Madam:
We have acted as counsel for Gibson Greetings, Inc., a Delaware
corporation (the "Corporation"), in connection with the registration of
1,500,000 additional shares of the Corporation's common stock, $.01 par value
(the "Additional Shares"), which may be issued under its 1991 Stock Incentive
Plan (the "Plan"). We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion and, based
thereupon, we are of the opinion that the Additional Shares which may be
issued or transferred and sold pursuant to the Plan will be, when issued or
transferred in accordance with the terms of the Plan, duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by the Corporation with the
Securities and Exchange Commission to effect registration under the Securities
Act of 1933 of the Additional Shares.
TAFT, STETTINIUS & HOLLISTER
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Exhibit 23.1
Independent Auditors' Consent
_____________________________
We consent to the incorporation by reference in this Registration Statement of
Gibson Greetings, Inc. on Form S-8 of our reports dated February 12, 1997,
appearing in the Annual Report on Form 10-K of Gibson Greetings, Inc. for the
year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio,
September 16, 1997
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Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Gibson Greetings, Inc., hereby appoint
Frank J. O'Connell and Paul W. Farley, or either of them, our true and lawful
attorneys and agents, to do any and all acts and things in our names and on
our behalf in our capacities indicated below, which said attorneys and agents,
or each of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
a Registration Statement on Form S-8 to be filed in connection with the
registration of additional shares for the corporation's 1991 Stock Incentive
Plan including, without limitation, power and authority to sign for us, or any
of us, in our names in the capacities indicated below, any and all amendments
to such Registration Statement, and we hereby ratify and confirm all that said
attorneys and agents, or each of them, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed below by the following persons as of
the 16th day of September, 1997 in the capacities indicated:
Signature Title
_________ _____
/s/ Frank J. O'Connell Chairman of the Board
_________________________
Frank J. O'Connell
/s/ George M. Gibson Director
_________________________
George M. Gibson
/s/ Charles D. Lindberg Director
_________________________
Charles D. Lindberg
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/s/ Albert R. Pezzilo Director
_________________________
Albert R. Pezzillo
/s/ Frank Stanton Director
_________________________
Frank Stanton
/s/ Charlotte St. Martin Director
_________________________
Charlotte St. Martin
/s/ C. Anthony Wainwright Director
_________________________
C. Anthony Wainwright
