<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PAXAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 13-5670050
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
105 Corporate Park Drive, White Plains, New York 10604
(Address of principal executive offices) (Zip Code)
PAXAR 2000 LONG TERM PERFORMANCE AND INCENTIVE PLAN
(Full Title of the Plan)
ROBERT S. STONE
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PAXAR CORPORATION
105 CORPORATE PARK DRIVE
WHITE PLAINS, NEW YORK 10604
(914) 697-6800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
A copy of all communications, including communications sent to the agent
for service should be sent to:
JACK BECKER, ESQ.
SNOW BECKER KRAUSS P.C.
605 THIRD AVENUE
NEW YORK, N.Y. 10158-0125
(212) 687-3860
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Aggregate Amount of
Registered Registered Price Offering Price Registration
Per Share Fee
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options 2,533,200 (1) $ -- $ -- $ ---(2)
Common Shares, par value
$.10 per share 2,533,200 (3) (4) $ 11.8125 (5) $29,923,425 $7,900
Total................ $7,900
</TABLE>
<PAGE> 2
(1) Represents options granted or to be granted pursuant to the 2000 Long-Term
Performance and Incentive Plan (the "Plan") of Paxar Corporation (the
"Registrant").
(2) No registration fee is required pursuant to Rule 457(h)(3).
(3) Shares issuable upon exercise of options granted or available for grant
under the Plan.
(4) Pursuant to Rule 416, includes an indeterminable number of shares of
Common Stock which may become issuable pursuant to the anti-dilution
provisions of the Plan and the Options.
(5) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) based upon the average of the high and low
sales prices of the Registrant's Common Stock on the New York Stock
Exchange on August 10, 2000.
NOTE
This Registration Statement includes a form of prospectus to be used by
certain persons who may be deemed to be affiliates of the Registrant in
connection with the resale of shares of Common Stock received by such persons
pursuant to the exercise of options granted under the Registrant's 2000 Long
Term Performance and Incentive Plan, which shares are subject to this
Registration Statement, and the Registrant's Amended and Restated 1997 Incentive
Stock Option Plan, which shares are subject to the Registrant's Registration
Statement on Form S-8, filed on October 28, 1997 (File No. 333-38923), and the
Registrant's 1990 Employee Stock Option Plan, which shares are subject to the
Registrant's Registration Statement on Form S-8 filed on November 29, 1991 (File
No. 33-44299).
ii
<PAGE> 3
PROSPECTUS
PAXAR CORPORATION
3,880,291 SHARES
This Prospectus has been prepared by Paxar Corporation, a New York
corporation ("Paxar" or the "Company"), for use upon resale of shares of the
Company's common stock, par value $.10 per share (the "Common Stock"), by
certain officers and directors of the Company who may be considered "affiliates"
(as defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act")) of the Company (collectively, the "Selling Shareholders") who
have acquired or may acquire Common Stock upon exercise of options ("Options")
granted or to be granted under the Paxar 2000 Long Term Performance and
Incentive Plan (the "2000 Plan"), the Paxar Corporation Amended and Restated
1997 Incentive Stock Option Plan (the "1997 Plan"), or the Paxar Corporation
1990 Employee Stock Option Plan (the "1990 Plan") to purchase an aggregate of
3,880,291 shares of Common Stock (the "Shares") . The maximum number of Shares
which may be offered or sold hereunder is subject to adjustment in the event of
stock splits or dividends, recapitalizations and other similar changes affecting
the Common Stock. The Common Stock is listed on the New York Stock Exchange, and
it is anticipated that the Selling Shareholders will offer shares of Common
Stock for resale at prevailing prices on the New York Stock Exchange (or other
market, if the Common Stock is then trading thereon) on the date of sale. See
"Plan of Distribution." The Company will receive none of the proceeds from the
sale of the Common Stock offered hereby, but it will receive the exercise price
upon exercise of Options.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION; NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
any offer to sell or sale of the securities to which this Prospectus relates,
and if given or made, such information or representations must not be relied
upon as having been authorized. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, imply that there has been no
change in the facts herein set forth since the date hereof. This Prospectus does
not constitute an offer to sell to or a solicitation of any offer to buy from
any person in any state in which any such offer or solicitation would be
unlawful.
The date of this Prospectus is August 14, 2000
<PAGE> 4
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission (the
"Commission")a Registration Statement under the Securities Exchange Act of 1934,
as amended (the "Act"), which registers the common stock being offered by this
Prospectus. The Registration Statement, including its attached exhibits and
schedules, contains additional relevant information about us and our common
stock. The rules and regulations of the Commission allow us to omit certain
information included in the Registration Statement from this Prospectus. Such
additional information is available for inspection and copying at the offices of
the Commission. We file annual, quarterly and current reports, proxy statements
and other information with the Commission. You may read and copy any reports,
statements or other information that we file at the following locations of the
Commission: Public Reference Section, 450 Fifth Street, N.W. Washington, D.C.
20549; New York Regional Office, Seven World Trade Center, New York, New York
10048, Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Chicago, IL 60661. Please call the Commission at l-800-SEC-0330 for further
information. Our public filings are also available from commercial document
retrieval services and at the Internet web site maintained by the Commission at
http://www.sec.gov.
The Commission allows us to "incorporate by reference" information into
this Prospectus, which means that we can disclose important information to
investors by referring them to another document filed separately with the
Commission. The information incorporated by reference is deemed to be part of
this Prospectus, except for any information superseded by information contained
directly in this document. This Prospectus incorporates by reference the
documents set forth below that we have previously filed with the Commission.
These documents contain important information about us and our financial
condition.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference the documents listed below:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
(c) The Company's Current Reports on Form 8-K dated, February 8, 2000,
March 9, 2000, and May 18, 2000 (as amended by Amendment No. 1 on Form 8-k/A
dated August 1, 2000).
(d) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12(g) of the
Exchange Act, including any amendment or report filed for the purpose of
updating such information.
All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
previously filed document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement herein modifies or supersedes such statement; and any statement
contained herein shall be deemed to be modified or superseded to the extent that
a statement in any document subsequently filed, which is incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the information that has been incorporated by reference in
this Prospectus (not including exhibits to such information, unless such
exhibits are specifically incorporated by reference into the information which
this Prospectus incorporates). Written requests for copies of such information
should be directed to the Company at 105 Corporate Park Drive, White Plains, New
York 10604, Attention: Secretary. Telephone requests may be directed to the
Secretary at (914) 697-6800.
2
<PAGE> 5
THE COMPANY
Paxar is a global leader in providing innovative, value-added
identification and tracking solutions to retailers, apparel manufacturers and
selected markets where Paxar has significant capabilities. Paxar's global
manufacturing operations, worldwide distribution network, one-stop-shopping
approach and brand recognition enable the Company to expand its leading position
in apparel identification and labeling solutions to the retail supply chain.
The Company markets and distributes its products in more than 75 countries.
The Company's Apparel Identification operations manufacture products
for and provide services specifically to retailers and apparel manufacturers.
The Company's products are manufactured and distributed globally to service
offshore apparel producers. Fabric label systems include electronic printers and
related supplies used for in-plant label printing. Additionally, the Company's
products include labels and tags for sheets, towels, pillowcases and other white
goods.
The Company's Labeling Solutions operations market and distribute (1)
electronic bar code printers, which are used in a wide range of retail and
industrial applications, including inventory management and distribution
systems, and (2) hand-held mechanical labeling devices that print
pressure-sensitive (i.e., adhesive-backed) price and other identification labels
and affix them onto merchandise for retailers. In addition, the Company
manufactures and markets supplies used in both its mechanical labelers and bar
code printers and provides comprehensive service to its installed base of
machines.
The executive offices of the Company are located at 105 Corporate Park
Drive, White Plains, New York 10604, and the Company's telephone number is (914)
697-6800.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. However, the Company expects to use the proceeds from the exercise of
the Options to purchase such shares for working capital and other general
corporate purposes.
SELLING SHAREHOLDERS
The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders who have
acquired or may acquire such shares pursuant to the exercise of Options. The
Selling Shareholders named below may resell all, a portion or none of such
shares from time to time.
The table below sets forth with respect to each Selling Shareholder,
based upon information available to the Company as of August 8, 2000, the number
of shares of Common Stock beneficially owned before and after the sale of the
shares offered hereby; the number of shares to be sold; and the percent of the
outstanding shares of Common Stock owned before and after the sale of the Common
Stock offered hereby.
3
<PAGE> 6
<TABLE>
<CAPTION>
Percentage
Number of Percentage of Number of Number of of Shares
Shares Owned Shares Owned Shares to be Shares Owned Owned
Selling Shareholders Before Sale (1) Before Sale (2) Sold (3) After Sale After Sale
-------------------- --------------- --------------- --------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Arthur Hershaft 4,243,064 (4) 9.31% 236,565 4,006,499 8.79%
(Chairman, Chief
Executive Officer
and Director)
Victor Hershaft 1,220,512 (5) 2.68% 143,946 1,076,566 2.36%
(Director, Vice
Chairman, and
President, Apparel
Identification)
Paul J. Griswold 370,000 (10) * 350,000 20,000 *
(Director, President
and Chief Operating
Officer)
Jack Becker 201,218 (6)(7) * 54,623 146,595 *
(Director)
Leo Benatar 45,084 (8) * 38,021 7,063 *
(Director)
Thomas R. Loemker 501,152 (9) 1.10% 36,312 464,840 1.02%
(Director)
James C. McGroddy 21,000 (14) * 18,000 3,000 *
(Director)
David McKinney 72,369(15) * 54,623 17,746 *
(Director)
Walter W. Williams 54,623 (6) * 54,623 0 *
(Director)
Jack R. Plaxe 189,881 (11) * 140,031 49,850 *
(Senior Vice
President and Chief
Financial Officer)
James Wrigley 48,806 (12) * 48,750 56 *
(President, Paxar
Europe)
Paul Chu 54,755 (13) * 44,597 10,158 *
(Managing Director,
Paxar Far East)
Robert S. Stone 31,952 (16) * 25,000 6,952 *
(Vice President,
General Counsel and
Secretary)
Jack Proud 30,000 (17) * 30,000 0 *
(President, Labeling
Solutions)
John Jordan 18,563(18) * 16,000 2,563 *
(Vice President and
Treasurer)
John Fitzgerald 17,366 (19) * 16,000 1,366 *
(Vice President and
Controller)
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
Percentage
Number of Percentage of Number of Number of of Shares
Shares Owned Shares Owned Shares to be Shares Owned Owned
Selling Shareholders Before Sale (1) Before Sale (2) Sold (3) After Sale After Sale
-------------------- --------------- --------------- --------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Peter Kennedy 40,000 (20) * 40,000 0 *
(Vice President,
Human Resources )
</TABLE>
* Represents less than 1% of the issued and outstanding Common Stock.
(1) Unless indicated, the Company believes that all persons named in the table
have sole voting and investment power with respect to all shares of the
Company Common Stock beneficially owned by them. For purposes of this
table, a person is deemed to be the beneficial owner of all Common Stock
that he has the right to acquire, regardless of whether such right is
presently exercisable. Each beneficial owner's percentage ownership is
determined by assuming that rights to acquire shares of Common Stock that
are held by such person (but not those held by any other person) have been
exercised.
(2) Based on 45,564,264 shares of Common Stock outstanding as of August 8,
2000.
(3) Does not include shares that may be acquired pursuant to the exercise of
Options to be granted under the 2000 Plan and subsequently sold pursuant
to this Prospectus.
(4) Includes 89,589 shares issuable upon the exercise of outstanding stock
options. Also includes options to purchase 146,976 shares of common stock
which are not currently exercisable.
(5) Includes 81,444 shares issuable upon the exercise of outstanding
exercisable stock options granted to Mr. Hershaft. Also includes options
to purchase 65,502 shares of common stock which are not currently
exercisable. In addition, includes 186,740 shares owned of record by Mr.
Hershaft's wife, as to which shares Mr. Hershaft disclaims beneficial
ownership.
(6) Includes 54,623 options to acquire a like number of shares of the Company
Common stock.
(7) Includes 100,072 shares owned of record by Mr. Becker's wife, as to which
shares Mr. Becker disclaims beneficial ownership, and 6,250 shares held by
a charitable foundation of which Mr. Becker is the President.
(8) Includes 38,021 options to acquire a like number of shares of Common Stock
and 2,140 shares owned of record by Ms. Benatar's wife, as to which he
disclaims beneficial ownership.
(9) Includes 36,012 options to acquire a like number of shares of Common Stock
and 22,070 shares owned of record by Mr. Loemker's wife.
(10) Includes options to purchase 300,000 shares of common stock that are not
presently exercisable and 50,000 shares of restricted stock that are not
vested.
(11) Includes 56,265 options to acquire a like number of shares of the Company
Common Stock. Also includes options to purchase 83,766 shares of common
stock that are not currently exercisable.
(12) Includes 14,062 options to acquire a like number of shares of common
stock. Also includes options to purchase 34,688 shares of common stock
that are not currently exercisable.
(13) Includes 19,097 options to acquire a like number of shares of common
stock. Also includes options to purchase 25,500 shares of common stock
that are not currently exercisable.
(14) Includes 18,000 options to acquire a like number of shares of common
stock.
(15) Includes 54,623 options to acquire a like number of shares of common
stock. Also includes 1,406 shares owned by Mr. McKinney's wife, as to
which Mr. McKinney disclaims beneficial ownership.
5
<PAGE> 8
(16) Includes options to purchase 25,000 shares of common stock which are not
currently exercisable.
(17) Includes options to purchase 30,000 shares of common stock which are not
currently exercisable.
(18) Includes 3,750 options to acquire a like number of shares of common stock.
Also includes options to purchase 12,250 shares of common stock that are
not currently exercisable.
(19) Includes 2,500 options to acquire a like number of shares of common stock.
Also includes options to purchase 13,500 shares of common stock that are
not currently exercisable.
(20) Includes 6,250 options to acquire a like number of shares of common stock.
Also includes options to purchase 33,750 shares of common stock which are
not currently exercisable.
PLAN OF DISTRIBUTION
The Shares may be sold or transferred for value by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Shareholders, in one or more transactions on the New
York Stock Exchange (or any successor stock exchange), in negotiated
transactions or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Shareholders may effect
such transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the shares for whom such broker-dealers may act as agent (which compensation
may be less than or in excess of customary commissions). The Selling
Shareholders and any broker-dealers that participate in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act, and any commissions received by them and any profit on the
resale of the Shares sold by them may be deemed to be underwriting discounts and
commissions under the Securities Act. All selling and other expenses incurred by
individual Selling Shareholders will be borne by such Selling Shareholders.
Upon the Company's being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker or dealer for the sale
of shares through a secondary distribution, or a purchase by a broker or dealer,
a supplemented Prospectus will be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (a) the name of each of such Selling
Shareholder and the participating broker-dealers, (b) the number of Shares
involved, (c) the price at which such Shares are being sold, (d) the commissions
paid or the discounts or concessions allowed to such broker-dealers, (e) where
applicable, that such broker-dealers did not conduct any investigation to verify
the information set out or incorporated by reference in the Prospectus, as
supplemented, and (f) other facts material to the transaction.
In addition to any such number of Shares sold hereunder, a Selling
Shareholder may, at the same time, sell any shares of Common Stock, including
the Shares, owned by him in compliance with all of the requirements of Rule 144
under the Securities Act, regardless of whether such shares are covered by this
Prospectus.
There is no assurance that any of the Selling Shareholders will sell any
or all of the Shares offered hereby.
The Company will pay all expenses in connection with this offering, other
than commissions and discounts of underwriters, dealers or agents.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Snow Becker Krauss P.C., 605 Third Avenue, New York, New
York 10158. Jack Becker, a member of Snow Becker Krauss P.C. and a director of
the Company, beneficially owns, directly and indirectly, an aggregate of 201,218
shares of Common Stock, and certain other members of Snow Becker Krauss P.C.
also beneficially own shares of Common Stock.
6
<PAGE> 9
EXPERTS
The financial statements and schedule incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, Independent Public
Accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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.
7
<PAGE> 10
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") by Paxar Corporation, a New York corporation (the
"Registrant"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registration statement.
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(3) The Registrant's Current Reports on Form 8-K dated February 8,
2000, March 9, 2000, and May 18, 2000 (as amended by Amendment No. 1 on Form
8-K/A dated August 1, 2000).
(4) The description of the Registrant's common stock, par value $.10
per share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A pursuant to Section 12(g) of the Exchange Act, including
any amendment or report filed for the purpose of updating such information.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Jack Becker, a member of Snow Becker Krauss P.C., counsel to the
Registrant and a Director of the Company, beneficially owns, directly and
indirectly, an aggregate of 201,218 shares of Common Stock, and certain other
member of Snow Becker Krauss P.C. also beneficially own shares of the
Registrant's Common Stock. Snow Becker Krauss P.C. is rendering an opinion upon
the validity of the securities being registered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the New York Business Corporation Law (the "NYBCL"), a
corporation may indemnify any person made, or threatened to be made, a party to
any action or proceeding, except for shareholder derivative suits, by reason of
the fact that he or she was a director or officer of the corporation, provided
such director or officer acted in good faith for a purpose which he or she
reasonably believed to be in the best interests of the corporation and, in
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. Indemnification may be provided against judgments, fines, amounts paid
in settlement and reasonable expenses, including attorney's fees actually and
necessarily incurred as a result of such action, proceeding or appeal therefrom.
New York law also provides that expenses incurred in defending a civil or
criminal action may be paid by the corporation in advance of the final
disposition of such proceedings upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it is ultimately determined
that such person was not entitled to such indemnification.
II-1
<PAGE> 11
In the case of shareholder derivative suits, the corporation may
indemnify any person by reason of the fact that he or she was a director or
officer of the corporation if he or she acted in good faith for a purpose which
he or she reasonably believed to be in the best interest of the corporation,
except that no indemnification may be made in respect of (i) a threatened
action, or a pending action which is settled or otherwise disposed of, or (ii)
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation, unless and only to the extent that the court in which
the action was brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for such
portion of the settlement amount and expenses as the court deems proper.
The indemnification and advancement of the expenses described above
under the NYBCL is not exclusive of other indemnification rights to which a
director or officer may be entitled, whether contained in the certificate of
incorporation or by-laws or when authorized by (i) such certificate of
incorporation or by-laws, (ii) a resolution of shareholders, (iii) a resolution
of directors, or (iv) an agreement providing for such indemnification, provided
that no indemnification may be made to or on behalf of any director or officer
if a judgment or other final adjudication adverse to the director or officer
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.
Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraphs may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct (i) by the disinterested directors if a quorum is available or (ii) in
the event a quorum of disinterested directors is not available, if so directed
by either (A) the board upon the written opinion of independent legal counsel or
(B) by the shareholders.
Article Sixteen of the Registrant's By-Laws provides that the
Registrant shall indemnify directors and officers and their heirs, executors and
administrators to the full extent permitted by Sections 722 and 723 of the
NYBCL. The Registrant, by appropriate action of its Board of Directors, may
indemnify directors and officers and their heirs, executors and administrators
to the full extent permitted by subsections (b) and (c) of Section 724 of the
NYBCL.
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
4.1 Paxar 2000 Long Term Performance and Incentive Plan (incorporated
by reference from the Registrant's Definitive Proxy Statement on
Schedule 14A dated March 31, 2000).
5.1 Opinion of Snow Becker Krauss P.C.
23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1 hereto).
</TABLE>
II-2
<PAGE> 12
<TABLE>
<S> <C>
23.2 Consent of Arthur Andersen LLP.
</TABLE>
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
which, individually or together, 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 file 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;
and
(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;
(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; and
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to any arrangement, provision 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 of 1933 and is, therefore, unenforceable. In the event
that 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 of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 13
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds the 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 White Plains, State of New York, on this 14th
day of August, 2000.
PAXAR CORPORATION
By: /s/ Jack Plaxe
-------------------------------------
Jack Plaxe, Senior Vice President and
Chief Financial Officer
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack Plaxe and Robert S. Stone and each
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) and supplements to this Registration Statement, and to file the same
with the Commission, granting unto said attorneys-in-fact and agents, 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 connection therewith, 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 any of them or their
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 below by the following persons, in the
capacities indicated, on August 14, 2000:
/s/ Arthur Hershaft /s/ Victor Hershaft
-------------------------------- -------------------------------------
Arthur Hershaft, Chairman, Chief Victor Hershaft, Director
Executive Officer and Director
/s/ Jack Becker /s/ Thomas R. Loemker
-------------------------------- -------------------------------------
Jack Becker, Director Thomas R. Loemker, Director
/s/ Leo Benatar /s/ James C. McGroddy
-------------------------------- -------------------------------------
Leo Benatar, Director James C. McGroddy, Director
/s/ David E. McKinney
-------------------------------- -------------------------------------
Warren Flick, Director David E. McKinney, Director
/s/ Paul J. Griswold
-------------------------------- -------------------------------------
Paul J. Griswold, President, Walter W. Williams, Director
Chief Operating Officer, and
Director
/s/ Jack R. Plaxe
-------------------------------------
Jack R. Plaxe, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
II-4
