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As filed with the Securities and Exchange Commission on May 1, 1995
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GRAPHIC INDUSTRIES, INC.
------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1101633
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2155 Monroe Drive, N.E., Atlanta, Georgia 30324
------------------------------------------------
(Address of principal executive offices and zip code)
GRAPHIC INDUSTRIES, INC.
1995 STOCK OPTION PLAN
(Full Title of the Plan)
------------------------
Donald P. Hunnicutt
Secretary
Graphic Industries, Inc.
2155 Monroe Drive, N.E.
Atlanta, Georgia 30324
----------------------
(Name and address of agent for service)
(404) 874-3327
---------------
(Telephone number, including area code, of agent for service)
Copy to:
G. William Speer, Esq.
Powell, Goldstein, Frazer & Murphy
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ------------- ----------- ---------- -------------- ------------
<S> <C> <C> <C> <C>
Common
Stock, $.10 1,000,000 $9.687 (2) $9,687,500 (2) $3,340.52
par value shares (1)
- ------------- ----------
</TABLE>
(1) This Registration Statement also covers such indeterminate number of shares
as may become issuable under the Plan in the event of a stock dividend,
stock split, recapitalization, merger or similar event.
(2) Estimated solely for the purpose of calculating the registration fee based
upon the average of the high and low prices reported by the Nasdaq National
Market for April 26, 1995.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1995 (File No. 0-12204); and
(2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed on Form 8-A pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act") (File No. 0-12204).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part thereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Sections 14-2-850 et seq. of the Georgia Business Corporation Code set forth
the extent to which the Registrant's directors and officers may be indemnified
by the Registrant against liabilities that they may incur while serving in such
capacities. These provisions generally provide that the Registrant's directors
and officers may be indemnified by the Registrant against any losses incurred in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than a
derivative proceeding), by reason of the fact that they are or were directors or
officers of the Registrant or served with another corporation, partnership,
joint venture or other enterprise at the Registrant's request if they acted in a
manner they reasonably believed to be in or not opposed to the best interests of
the Registrant, and with respect to any criminal proceedings, had no reason to
believe their conduct was unlawful. Under these provisions, the Registrant may
provide advances for expenses incurred in defending any such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
officer or director to repay such advances in the event it is ultimately
determined that he or she is not entitled to indemnification by the Registrant.
In a derivative proceeding, indemnification is limited to expenses reasonably
incurred. Indemnification against expenses is mandatory to the extent the
director or officer is successful on the merits or otherwise, in any proceeding,
and indemnification is not permitted in connection with a derivative proceeding
in which the director or officer is adjudged liable to the Registrant
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or in connection with any proceeding if the director or officer is adjudged
liable on the basis of receipt of an improper personal benefit.
Article Nine of the Registrant's Amended and Restated Articles of
Incorporation and Article 6 of its Amended and Restated Bylaws set forth the
extent to which the Registrant's directors and officers may be indemnified
against liabilities which they may incur while serving in such capacities. Such
indemnification will be provided to the full extent permitted and in the manner
required by the Georgia Business Corporation Code.
The Registrant maintains an insurance policy insuring the Registrant and its
directors and officers against certain liabilities, including liabilities under
the Securities Act of 1933.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference
(Commission File No. 0-12204) into this Registration Statement pursuant to Item
601 of Regulation S-K:
Exhibit No. Description
- ----------- -----------
4(a) See Articles V and VI of the Amended and Restated Articles
of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3(a) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended January 31, 1991).
4(b) See Articles II and VII of the Registrant's Bylaws
(incorporated by reference to Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1992).
5 Opinion of Counsel, Powell, Goldstein, Frazer & Murphy, with
respect to the securities being registered.
23(a) Consent of counsel (included in Exhibit 5).
23(b) Consent of independent accountants.
25 Power of Attorney (see signature page to this Registration
Statement).
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:
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(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
registration statement is on Form S-3 or Form S-8 and 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 the 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 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
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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.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on this the 31st day of March, 1995.
GRAPHIC INDUSTRIES, INC.
By: /s/ Mark C. Pope, III
------------------------
Mark C. Pope, III
Chairman of the Board
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints MARK C. POPE, III, MARK C. POPE, IV and DONALD P.
HUNNICUTT, or any of them, as his true and lawful attorneys-in-fact and agents,
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 other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing required
or 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 attorneys-in-fact and agents, or their substitutes, could lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ Mark C. Pope, III Chairman of the Board Date: March 31, 1995
- --------------------- (Principal Executive
Mark C. Pope, III Officer)
/s/ Mark C. Pope, IV President and Director Date: March 31, 1995
- --------------------
Mark C. Pope, IV
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/s/ David S. Fraser Chief Financial Officer Date: March 31, 1995
- ------------------- and Treasurer (Principal
David S. Fraser Financial and Accounting
Officer)
/s/ William A. Wood Director Date: March 28, 1995
- -------------------
William A. Wood
/s/ John R. Pope Director Date: March 31, 1995
- ----------------
John R. Pope
/s/ Alvin A. Herring, Jr. Director Date: March 28, 1995
- -------------------------
Alvin A. Herring, Jr.
/s/ Ralph N. Strayhorn Director Date: March 31, 1995
- ----------------------
Ralph N. Strayhorn
/s/ Clifford M. Kirtland, Jr. Director Date: March 28, 1995
- ------------------------------
Clifford M. Kirtland, Jr.
/s/ Warren E. Andrews Director Date: March 28, 1995
- ---------------------
Warren E. Andrews
/s/ James A. Hatcher Director Date: March 28, 1995
- --------------------
James A. Hatcher
/s/ Carter D. Pope Director Date: March 31, 1995
- ------------------
Carter D. Pope
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4(a) See Articles V and VI of the Amended and N/A
Restated Articles of Incorporation of the
Registrant (incorporated herein by reference
to Exhibit 3(a) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
January 31, 1991).
4(b) See Articles II and VII of the Registrant's N/A
Bylaws (incorporated by reference to Exhibit 3(b)
to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 31, 1992).
5 Opinion of Counsel, Powell, Goldstein, Frazer & 10
Murphy, with respect to the securities being
registered.
23(a) Consent of counsel (included in Exhibit 5).
23(b) Consent of independent accountants. 11
25 Power of Attorney (see signature page to this 7
Registration Statement).
</TABLE>
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[LETTERHEAD OF POWELL, GOLDSTEIN, FRAZER & MURPHY APPEARS HERE]
EXHIBIT 5
---------
April 27, 1995
Graphic Industries, Inc.
2155 Monroe Drive, N.E.
Atlanta, Georgia 30324
Re: Registration Statement on Form S-8
Graphic Industries, Inc. 1995 Stock Option Plan
Ladies and Gentlemen:
We have served as counsel for Graphic Industries, Inc., a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the "Registration Statement"), of an aggregate of 1,000,000 shares (the
"Shares") of common stock, $.10 par value, of the Company, to be issued and sold
by the Company to its employees pursuant to the Graphic Industries, Inc. 1995
Stock Option Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the Company and the Plan as
we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares following payment therefor
as provided in the Plan, the Shares will be legally and validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/Powell, Goldstein, Frazer & Murphy
---------------------------------------------
POWELL, GOLDSTEIN, FRAZER & MURPHY
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Graphic Industries, Inc. 1995 Stock Option Plan of our
report dated March 13, 1995, with respect to the consolidated financial
statements and schedule of Graphic Industries, Inc. included or incorporated by
reference in its Annual Report (Form 10-K) for the year ended January 31, 1995,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Atlanta, Georgia
April 25, 1995
