<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
MERRILL CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0946258
(State of incorporation) (I.R.S. Employer
Identification No.)
------------------------
ONE MERRILL CIRCLE
ST. PAUL, MINNESOTA 55108
(612) 646-4501
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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1993 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
------------------------
STEVEN J. MACHOV, ESQ.
VICE PRESIDENT -- GENERAL COUNSEL AND SECRETARY
MERRILL CORPORATION
ONE MERRILL CIRCLE
ST. PAUL, MINNESOTA 55108
(612) 646-4501
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share.................... 500,000 shares $17.04 $8,520,000 $2,938.00
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution provisions
described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated as follows: (i) with respect to options to
purchase shares previously granted under the plan, on the basis of the
weighted average exercise price of such option grants, and (ii) with respect
to options and incentive awards to be granted under the plan, on the basis
of the average between the high and low reported sales prices of the
Registrant's Common Stock on June 19, 1996 on the national over-the-counter
market, as reported by the Nasdaq National Market.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 500,000 shares of the Common Stock of Merrill
Corporation (the "Company") to be issued pursuant to the Company's 1993 Stock
Incentive Plan (the "Plan"), bringing the total number of shares to be issued
thereunder and registered under the Securities Act of 1933 to 1,000,000 shares.
Pursuant to Instruction E of Form S-8, other than with respect to the sections
set forth below (which reflect changes), the contents of the Registration
Statement on Form S-8 (Reg. No. 33-52623), which was previously filed with the
Securities and Exchange Commission (the "Commission") relating to the Plan, is
incorporated herein by reference.
------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated by
reference into this Registration Statement (File No. 0-14082): (1) the Company's
Annual Report on Form 10-K for the year ended January 31, 1996; (2) all reports
filed by the Company pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") since January 31, 1996; and (3) the description
of the Company's Common Stock contained in its Registration Statement on Form
8-A, including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, will be deemed to be incorporated by reference into
this Registration Statement and to be a part of this Registration Statement from
the date of filing of such documents.
The financial statements of the Company incorporated by reference in this
Registration Statement have been audited by Coopers & Lybrand L.L.P.,
independent accountants, for the periods indicated in their report thereon which
is incorporated by reference in the Annual Report on Form 10-K for the year
ended January 31, 1996. The financial statements audited by Coopers & Lybrand
L.L.P. have been incorporated herein by reference in reliance on their report
given on their authority as experts in accounting and auditing. To the extent
that Coopers & Lybrand L.L.P. audits and reports on the financial statements of
the Company issued at future dates, and consents to the use of their reports
thereon, such financial statements also will be incorporated by reference in the
Registration Statement in reliance upon their reports and said authority.
II-1
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
4.1 Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No. 33-4062)).
4.2 Amendments to Articles of Incorporation as of June 20, 1986 and March 27, 1987 (incorporated by reference
to Exhibit 3.2 to the Company's Annual Report on Form 10-K for fiscal year ended January 31, 1987 (File
No. 0-14082)).
4.3 Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Annual Report
on Form 10-K for fiscal year ended January 31, 1990 (File No. 0-14082)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly.
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
24.1 Power of Attorney (included on page II-3 of this Registration Statement).
99.1 1993 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.12 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1995 (File No. 0-14082)).
</TABLE>
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 St. Paul, State of Minnesota, on June 24, 1996.
MERRILL CORPORATION
By /s/ John W. Castro
-----------------------------------
John W. Castro,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John W. Castro and Steven J. Machov, and each or
any one of them, his true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or 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 Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the dates and
in the capacities indicated.
<TABLE>
<CAPTION>
(SIGNATURE) (NAME AND TITLE) (DATE)
<S> <C> <C>
By /s/ John W. Castro
------------------------------------- John W. Castro, President and Chief June 24, 1996
Executive Officer (Principal Executive
Officer) and Director
By /s/ Kay A. Barber
------------------------------------- Kay A. Barber, Vice President -- Finance, June 24, 1996
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
By /s/ Frederick W. Kanner
------------------------------------- Frederick W. Kanner, Director June 24, 1996
By /s/ Robert F. Nienhouse
------------------------------------- Robert F. Nienhouse, Director June 24, 1996
By /s/ Richard G. Lareau
------------------------------------- Richard G. Lareau, Director June 24, 1996
By /s/ Paul G. Miller
------------------------------------- Paul G. Miller, Director June 24, 1996
By /s/ Rick R. Atterbury
------------------------------------- Rick R. Atterbury, Director June 24, 1996
By /s/ Ronald N. Hoge
------------------------------------- Ronald N. Hoge, Director June 24, 1996
By /s/ James Campbell
------------------------------------- James Campbell, Director June 24, 1996
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT METHOD OF FILING
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<C> <S> <C>
4.1 Articles of Incorporation of the Company........... Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File
No. 33-4062).
4.2 Amendments to Articles of Incorporation as of June
20, 1986 and March 27, 1987....................... Incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for fiscal
year ended January 31, 1987 (File No. 0-14082).
4.3 Restated Bylaws of the Company..................... Incorporated by reference to Exhibit 3.3 to the
Company's Annual Report on Form 10-K for fiscal
year ended January 31, 1990 (File No. 0-14082).
5.1 Opinion and Consent of Oppenheimer Wolff &
Donnelly.......................................... Filed herewith electronically.
23.1 Consent of Oppenheimer Wolff & Donnelly (included
in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P., Independent Filed herewith electronically.
Accountants.......................................
24.1 Power of Attorney (included on page II-3 of this
Registration Statement).
99.1 1993 Stock Incentive Plan, as amended.............. Incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1995 (File No.
0-14082).
</TABLE>
<PAGE>
EXHIBIT 5.1
June 26, 1996
Merrill Corporation
One Merrill Circle
Saint Paul, MN 55108
RE: REGISTRATION STATEMENT ON FORM S-8
1993 STOCK INCENTIVE PLAN
Ladies and Gentlemen:
We have acted as counsel to Merrill Corporation, a Minnesota corporation
(the "Company"), in connection with the registration by the Company of 500,000
shares of its Common Stock, $.01 par value (the "Shares"), pursuant to the
Company's Registration Statement on Form S-8 for the Company's 1993 Stock
Incentive Plan (the "Plan"), to be filed with the Securities and Exchange
Commission on June 26, 1996 (the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of natural persons and the conformity to original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations
set forth herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the
manner and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the Plan referred to in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
Oppenheimer Wolff & Donnelly
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Merrill Corporation on Form S-8 (the "Registration Statement") of our report
dated March 19, 1996 except as to Note 10, for which the date is April 15, 1996,
on our audits of the consolidated financial statements and financial statement
schedules of Merrill Corporation as of January 31, 1996 and 1995, and for the
years ended January 31, 1996, 1995 and 1994, which report is incorporated by
reference in the Annual Report on Form 10-K for the year ended January 31, 1996,
and our report dated March 19, 1996, on the related Financial Statement Schedule
included in the Annual Report on Form 10-K for the year ended January 31, 1996.
We also consent to the reference to our Firm under Item 3. of the Registration
Statement, "Incorporation of Documents by Reference."
COOPERS & LYBRAND L.L.P.
St. Paul, Minnesota
June 26, 1996
