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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)
1994 PAXAR CORPORATION EMPLOYEE
STOCK PURCHASE PLAN, AS AMENDED
(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 Securities Proposed Maximum Proposed Amount of
to be Amount to be Offering Price Maximum Aggregate Registration
Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Interest in Registrant's Employee
Stock Purchase Plan; each
interest represents one share of
Common Stock 1,000,000(1) $ -- $ -- $ ---(2)
Common Stock, par value $.10
per share 1,000,000(3)(4) $ 11.8125(5) $ 11,812,500 $ 3,119
Total ....................... $ 3,119
</TABLE>
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(1) Represents interests granted or to be granted pursuant to the 1994
Paxar Employee Stock Purchase Plan (the "Plan") of Paxar Corporation
(the "Registrant").
(2) No registration fee is required pursuant to Rule 457(h)(3).
(3) The Securities registered hereby represent an addition to the 818,847
shares of common stock authorized (as adjusted for intervening
dividends) under the Paxar Corporation 1994 Paxar Corporation Employee
Stock Purchase Plan which were registered previously on a registration
statement on Form S-8 (File No. 33-77856, dated April 18, 1994).
(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.
EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-8 is being
filed to register an additional 1,000,000 shares of the Registrant's common
stock, $.10 par value per share ("Common Stock"), issuable pursuant to the
Registrant's 1994 Paxar Corporation Employee Stock Purchase Plan, as amended
(the "Plan"). The contents of the Registration statement on Form S-8 (File No.
33-77856), dated April 18, 1994, are incorporated herein by reference.
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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") 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.
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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 1994 Paxar Corporation Employee Stock Purchase Plan,
as Amended (incorporated by reference from the
Registrant's report on Form S-8 dated, April 18,
1994 (File No. 33-77856).
5.1 Opinion of Snow Becker Krauss P.C.
23.1 Consent of Snow Becker Krauss P.C. (included in
Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
</TABLE>
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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, 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 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.
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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:
<TABLE>
<S> <C>
/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)
</TABLE>
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