<PAGE> 1
As filed with the Securities and Exchange Commission on June 10, 1998
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.
1996 NONEMPLOYEE DIRECTOR STOCK PLAN
and INDIVIDUAL STOCK OPTION PLAN
(Full Title of the Plans)
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
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price offering registration
registered (1) per share (2) price (2) fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 75,810 $ 23.125 $1,753,106 $ 517
par value $.01 shares
=======================================================================================================
</TABLE>
(1) The shares registered include 51,060 shares for the Gibson Greetings, Inc.
1996 Nonemployee Director Stock Plan and 24,750 shares for an Individual
Stock Option Plan. 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 plans.
(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 June 8,
1998, as reported on the Nasdaq National Market.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- -----------------------------------------------------
The following documents of the registrant are incorporated by
reference into and made a part of this registration statement. In addition, all
documents subsequently filed by the registrant pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents.
(a) The registrant's Annual Report on Form 10-K for the year
ended December 31, 1997;
(b) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, since December 31, 1997; and
(c) The description of the registrant's common stock contained
in its Registration Statement on Form 8-A filed on April
25, 1984 under the Securities Exchange Act of 1934, as
amended.
Item 4. Description of Securities
- ---------------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
- ----------------------------------------------------
The legality of the securities being registered has been passed
upon for the registrant by Taft, Stettinius & Hollister LLP, 425 Walnut Street,
Cincinnati, Ohio 45202. Charles D. Lindberg, a partner in that firm, is a
director of the registrant.
Item 6. Indemnification of Directors and Officers
- -------------------------------------------------------
Article VIII of the registrant's Restated Certificate of
Incorporation, as amended, requires the registrant to indemnify, to the full
extent authorized by the Delaware General Corporation law, any person with
respect to any liability, cost or expense incurred by him in his capacity as, or
arising out of his status as, a director or officer of the registrant or arising
out of his status as a director, officer, employee or agent of another
corporation or entity which position has been assumed at the request of the
registrant.
Section 145 of the General Corporation Law of the State of
Delaware authorizes the indemnification of directors and officers against
liability incurred by reason of being a director or officer and against expenses
(including attorneys' fees) in connection with defending any action seeking to
establish such liability, in the case of third-party claims, if the officer or
director 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, in the case of
actions by or in the right of the corporation, if the officer or director 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 if such officer or director shall not
have been adjudged liable to the corporation unless a court otherwise
determines. Indemnification is also authorized with
II-1
<PAGE> 3
respect to any criminal action or proceeding where the officer or director had
no reasonable cause to believe his conduct was unlawful.
Item 7. Exemption from Registration Claimed
- -------------------------------------------------
Not applicable.
Item 8. Exhibits
- ----------------------
Exhibit
Number
- ------
5 Opinion of Taft, Stettinius & Hollister LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
II-2
<PAGE> 4
(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 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.
*(h) 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 question 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.
- -------------------
* Paragraph references correspond to those of Item 512 of Regulation S-K.
II-3
<PAGE> 5
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 9th day of June, 1998.
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 9th day of June, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Frank J. O'Connell Chairman of the Board, President and
- -------------------------- Chief Executive Officer
Frank J. O'Connell (principal executive officer)
/s/ James T. Wilson Executive Vice President - Finance and Operations
- -------------------------- and Chief Financial Officer (principal financial
James T. Wilson officer)
/s/ Paul W. Farley Vice President - Controller and Assistant Treasurer
- -------------------------- (principal accounting officer)
Paul W. Farley
/s/ George M. Gibson Director
- --------------------------
George M. Gibson
/s/ Robert P. Kirby Director
- --------------------------
Robert P. Kirby
/s/ Charles D. Lindberg Director
- --------------------------
Charles D. Lindberg
/s/ Albert R. Pezzillo Director
- --------------------------
Albert R. Pezzillo
</TABLE>
II-4
<PAGE> 6
/s/ Charlotte St. Martin Director
- ----------------------------
Charlotte St. Martin
/s/ C. Anthony Wainwright Director
- ----------------------------
C. Anthony Wainwright
II-5
<PAGE> 1
Exhibits 5 and 23.2
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202
June 9, 1998
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Gibson Greetings, Inc.
1996 Nonemployee Director Stock Plan and Individual
Stock Option Plan
---------------------------------------------------
Dear Sir or Madam:
We have acted as counsel for Gibson Greetings, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 75,810
shares of the Company's common stock, $.01 par value (the "Shares"), which may
be issued under its 1996 Nonemployee Director Stock Plan and under an Individual
Stock Option Plan (the "Plans"). 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 Shares which may be issued and
sold pursuant to the Plans will be, when issued in accordance with the terms of
the Plans, 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 Company with the
Securities and Exchange Commission to effect registration under the Securities
Act of 1933 of the Shares.
TAFT, STETTINIUS & HOLLISTER LLP
<PAGE> 1
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 report dated February 16, 1998, except
for Note 15, as to which the date is March 31, 1998, appearing in the Annual
Report on Form 10-K of Gibson Greetings, Inc. for the year ended December 31,
1997.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio,
June 8, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Gibson Greetings, Inc.,
hereby appoint James T. Wilson 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 shares for the corporation's 1996
Nonemployee Director Stock Plan and an Individual Stock Option 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 9th day of June, 1998 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/ Robert P. Kirby Director
- -------------------------------
Robert P. Kirby
/s/ Charles D. Lindberg Director
- -------------------------------
Charles D. Lindberg
/s/ Albert R. Pezzillo Director
- -------------------------------
Albert R. Pezzillo
/s/ Charlotte St. Martin Director
- -------------------------------
Charlotte St. Martin
/s/ C. Anthony Wainwright Director
- -------------------------------
C. Anthony Wainwright
