<PAGE>
As filed with the Securities and Exchange Commission on May 30, 1997
Registration No. 333-______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE MERRILL CIRCLE, ST. PAUL, MINNESOTA 55108
(Address of Principal Executive Offices) (Zip Code)
---------------------
1993 STOCK INCENTIVE PLAN
1996 NON-STATUTORY STOCK OPTION PLAN
1996 NON-EMPLOYEE DIRECTOR 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
(Name and address of agent for service)
(612) 646-4501
(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
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING AMOUNT OF
REGISTERED PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share.......... 1,303,000 shares $26.83 $34,958,124 $10,593.37
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also
covers such indeterminate number of additional shares as may be
issuable as a result of anti-dilution provisions of the employee
benefit plans described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act as
follows: (i) with respect to options to purchase shares previously
granted, on the basis of the weighted average exercise price of such
options; and (ii) with respect to shares previously issued and
incentive awards to be granted under the plans, on the basis of the
average between the high and low reported sales prices of the
Registrant's Common Stock on May 23, 1997 of $30.375 per share, as
reported by the Nasdaq National Market.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
As provided in Instruction C to Form S-8, any prospectus that is to be used
for reoffers and resales of restricted securities must be filed as part of a
Registration Statement on Form S-8. Accordingly, the Prospectus that is to be
used for reoffers and resales of shares of Common Stock acquired prior to the
effective date of this Registration Statement pursuant to the issuance of Common
Stock under the Company's 1996 Non-Employee Director Plan has been filed as part
of this Registration Statement.
ii
<PAGE>
PROSPECTUS
3,347 SHARES OF COMMON STOCK
MERRILL CORPORATION
----------------
This Prospectus relates to 3,347 shares (the "Shares") of Common Stock,
par value $.01 per share (the "Common Stock"), of Merrill Corporation (the
"Company") that may be offered for sale for the account of certain
shareholders of the Company as stated herein under the heading "Selling
Shareholders." The Shares being offered by the Selling Shareholders
hereunder were acquired pursuant to the issuance of Common Stock under the
Company's 1996 Non-Employee Director Plan (the "Plan"). Under the Plan, in
May 1996, the Selling Shareholders were issued Common Stock as payment of a
portion of their annual cash retainer. No period of time has been fixed
within which the Shares covered by this Prospectus may be offered or sold.
The Selling Shareholders have advised the Company that sales of the
Shares offered hereunder by them, or by their pledgees, donees, transferees
or other successors in interest, may be made from time to time in the
over-the-counter market, through negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated prices. The
Shares may be sold by one or more of the following methods: (a) a block trade
in which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this
Prospectus; and (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. Sales may be made pursuant to this
Prospectus to or through broker-dealers who may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholders
or the purchasers of Common Stock for whom such broker-dealer may act as
agent or to whom they may sell as principal, or both (which compensation as
to a particular broker-dealer may be in excess of customary commissions).
One or more supplemental prospectuses will be filed pursuant to Rule 424
under the Securities Act of 1933, as amended (the "Securities Act"), to
describe any material arrangements for the sale of the Shares offered
hereunder when such arrangements are entered into by any of the Selling
Shareholders and any other broker-dealers that participate in the sale of the
Shares.
The Selling Shareholders and any broker-dealers or other persons acting on
their behalf in connection with the sale of Common Stock hereunder may be deemed
to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit realized by them on the resale of
Common Stock as principals may be deemed to be underwriting commissions under
the Securities Act. As of the date hereof, there are no special selling
arrangements between any broker-dealer or other person and any Selling
Shareholder.
The Company will not receive any part of the proceeds of any sale of the
Shares pursuant to this Prospectus. The Company will pay all the expenses of
registering the Shares, except for selling expenses incurred by the Selling
Shareholders in connection with this offering, including any fees and
commissions payable to broker-dealers or other persons, which will be borne by
the Selling Shareholders.
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "MRLL." On May 28, 1997, the last sale price of the Common Stock on
the Nasdaq National Market was $32.00 per share.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
THE DATE OF THIS PROSPECTUS IS MAY 30, 1997.
1
<PAGE>
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information and representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. Neither the delivery of
this Prospectus nor any sale made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or since the date of any documents
incorporated herein by reference. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
securities to which it relates, or an offer or solicitation in any state to any
person to whom it is unlawful to make such offer in such state.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company pursuant to the Exchange
Act may be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the regional offices of the Commission located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can also be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission also maintains a Website at http://www.sec.gov that
contains reports, proxy and information statements, registration statements and
other information that has been or will be filed by the Company.
The Company has filed with the Commission a Registration Statement on Form
S-8 under the Securities Act. This Prospectus does not contain all of the
information, exhibits and undertakings set forth in the Registration Statement,
certain portions of which are omitted as permitted by the Rules and Regulations
of the Commission. Copies of the Registration Statement and the exhibits are on
file with the Commission and may be obtained, upon payment of the fee prescribed
by the Commission, or may be examined, without charge, at the offices of the
Commission set forth above. For further information, reference is made to the
Registration Statement and its exhibits.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated by
reference in this Registration Statement (File No. 0-14082): (1) the Company's
Annual Report on Form 10-K for the year ended January 31, 1997; (2) all other
reports filed by the Company pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since January 31, 1997;
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, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents (other than exhibits to such
2
<PAGE>
documents unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates). Requests should be
directed to Merrill Corporation, One Merrill Circle, St. Paul, Minnesota
55108, Attention: Kay A. Barber, Chief Financial Officer; telephone (612)
646-4501.
THE COMPANY
The Company provides a full range of typesetting, printing, document
management and reproduction, distribution and marketing communication
services to financial, legal, funds and corporate markets. The Company is
headquartered in St. Paul, Minnesota and has 29 locations in major cities
across the United States including six regional printing plants. In
addition, we have distribution operations in St. Cloud, Minnesota and Monroe,
Washington. The Company also services financial and corporate printing
clients internationally with joint venture operations in Canada, Europe and
Asia, and through arrangements with printing companies in many cities around
the world.
The Company was incorporated as a Minnesota corporation in 1968 under the
name "K.F. Merrill Company." The Company's principal executive offices are
located at One Merrill Circle, Energy Park, St. Paul, Minnesota 55108, and its
telephone number is (612) 646-4501.
SELLING SHAREHOLDERS
This Prospectus relates to the offering of 3,347 shares of Common Stock
of the Company by the Selling Shareholders named below. The Shares being
offered by the Selling Shareholders hereunder were issued without
registration under the Securities Act pursuant to the issuance of Common
Stock under the Plan. Under the Plan, in May 1996 and 1997, the Selling
Shareholders were issued Common Stock as payment of a portion of their annual
cash retainer. The following table sets forth certain information, as of
May 23, 1997, and as adjusted to reflect the sale of the shares offered hereby,
with respect to the beneficial ownership of the Common Stock by the Selling
Shareholders. Except as otherwise indicated, the Selling Shareholders
possess sole voting and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
SHARES OF SHARES BENEFICIALLY OWNED
COMMON STOCK AFTER COMPLETION
BENEFICIALLY OF THE OFFERING (1)
OWNED NUMBER ------------------------
PRIOR TO THE SHARES TO NUMBER PERCENT
NAME OFFERING (1) BE SOLD OF SHARES OF CLASS
- ---- ------------ ------- --------- --------
<S> <C> <C> <C> <C>
James R. Campbell .............. 8,051 (2) 551 7,500 *
Ronald N. Hoge ................. 18,551 (3) 551 18,000 *
Frederick W. Kanner ............ 7,521 (4) 521 7,000 *
Richard G. Lareau .............. 173,951 (5) 551 173,400 2.2%
Paul G. Miller ................. 44,658 (6) 652 44,006 *
Robert F. Nienhouse ............ 168,034 (7) 521 167,513 2.1%
Total ..................... 420,766 3,347 417,419 5.3%
</TABLE>
- --------------------------------
* Less than one percent (1%).
(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person or member of a group to acquire them within 60 days are treated
as outstanding only when determining the amount and percentage owned by
such person or group.
3
<PAGE>
(2) Includes 3,000 shares Mr. Campbell has the right to acquire within 60 days
upon the exercise of stock options.
(3) Includes 13,000 shares Mr. Hoge has the right to acquire within 60 days
upon the exercise of stock options.
(4) Includes 6,000 shares Mr. Kanner has the right to acquire within 60 days
upon the exercise of stock options.
(5) Includes 3,000 shares Mr. Lareau has the right to acquire within 60 days
upon the exercise of stock options. Also includes 96,400 shares held in
trust for the benefit of individuals not related to Mr. Lareau. He is
trustee for several trusts, but disclaims beneficial ownership of all such
shares. Also includes 10,000 shares owned beneficially by Mr. Lareau's
wife, as to which he may be deemed to share voting and investment power,
but as to which shares he disclaims beneficial ownership.
(6) Includes 3,000 shares Mr. Miller has the right to acquire within 60 days
upon the exercise of stock options.
(7) Includes 3,000 shares not outstanding but deemed beneficially owned by
virtue of the right of Mr. Nienhouse to acquire them within 60 days
pursuant to exerciseable stock options.
VALIDITY OF COMMON STOCK
The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Oppenheimer Wolff & Donnelly, Minneapolis, Minnesota.
Richard G. Lareau, a member of Oppenheimer Wolff & Donnelly, is a Director of
the Company. As of April 23, 1997, Mr. Lareau beneficially owned 173,680 shares
of the Company's Common Stock, including: (i) 96,400 shares held in trust for
the benefit of certain family members of Kenneth F. Merrill (Mr. Lareau is the
trustee for all these trusts, but disclaims beneficial ownership of all such
shares); (ii) 10,000 shares held of record by his wife, as to which shares Mr.
Lareau disclaims beneficial ownership; and (iii) 3,000 shares Mr. Lareau has the
right to acquire within 60 days upon exercise of outstanding options.
4
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
--------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated by
reference in this Registration Statement (File No. 0-14082): (1) the Company's
Annual Report on Form 10-K for the year ended January 31, 1997; (2) all other
reports filed by the Company pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since January 31, 1997;
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, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
The consolidated Financial Statements and Financial Statement Schedule
as of January 31, 1997 and 1996, and for the years ended January 31, 1997,
1996 and 1995, incorporated by reference or included in the Annual Report on
Form 10-K for the year ended January 31, 1997, have been incorporated herein
in reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable -- the Company's Common Stock to be offered pursuant to this
Registration Statement has been registered under Section 12 of the Exchange Act
as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Minnesota Business Corporation Act requires that the Company indemnify
any director, officer or employee made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred in connection with the proceeding if certain statutory standards are
met. "Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including a derivative
action in the name of the Company. Reference is made to the detailed
II-1
<PAGE>
terms of Section 302A.521 of the Minnesota Business Corporation act for a
complete statement of such indemnification rights.
Article X of the Company's Articles of Incorporation, as amended, provides
that each director, officer, employee and agent, past or present of the Company,
and persons serving as such of another corporation or entity at the request of
the Company, shall be indemnified to the fullest extent permitted by applicable
state law.
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The shares to be reoffered or resold pursuant to this registration
statement were issued without registration under the Securities Act in reliance
on Section 4(2) of the Securities Act for transactions not involving a public
offering. In determining that such exemption was available, the Company relied
on the fact that, as an offering only to non-employee directors of the Company,
the shares were being issued through direct communication only to a limited
number of sophisticated investors having both knowledge of and access to all
relevant information regarding the Company and that the certificates evidencing
such shares contained a legend restricting transfer in non-registered
transactions.
ITEM 8. EXHIBITS.
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 (filed herewith
electronically).
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith electronically).
24.1 Power of Attorney (included on page II-4 of 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-2
<PAGE>
(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.
(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 (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 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.
II-3
<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 May 30, 1997.
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.
SIGNATURE NAME AND TITLE DATE
- ----------- ---------------- ------
/s/ John W. Castro John W. Castro, President and May 30, 1997
- -------------------------- Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Kay A. Barber Kay A. Barber, Vice President -- May 30, 1997
- -------------------------- Finance, Chief Financial Officer
and Treasurer (Principal Financial
and Accounting Officer)
/s/ Robert F. Nienhouse Robert F. Nienhouse, Director May 30, 1997
- --------------------------
/s/ Richard G. Lareau Richard G. Lareau, Director May 30, 1997
- --------------------------
/s/ Paul G. Miller Paul G. Miller, Director May 30, 1997
- --------------------------
/s/ Rick R. Atterbury Rick R. Atterbury, Director May 30, 1997
- --------------------------
II-4
<PAGE>
/s/ Ronald N. Hoge Ronald N. Hoge, Director May 30, 1997
- --------------------------
/s/ James R. Campbell James R. Campbell, Director May 30, 1997
- --------------------------
/s/ Frederick W. Kanner Frederick W. Kanner, Director May 30, 1997
- --------------------------
II-5
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
EXHIBIT METHOD OF FILING
- ------- ----------------
<S> <C> <C>
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........................................ Filed herewith electronically.
23.1 Consent of Oppenheimer Wolff & Donnelly......... Included in Exhibit 5.1.
23.2 Consent of Coopers & Lybrand L.L.P.............. Filed herewith electronically.
24.1 Power of Attorney................................ Included on page II-4 of this
Registration Statement.
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
May 30, 1997
Merrill Corporation
One Merrill Circle
Saint Paul, MN 55108
RE: REGISTRATION STATEMENT ON FORM S-8
1993 STOCK INCENTIVE PLAN;
1996 NON-STATUTORY STOCK OPTION PLAN; AND
1996 NON-EMPLOYEE DIRECTOR 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
1,303,000 shares (the "Shares") of its Common Stock, $.01 par value, pursuant
to the Company's Registration Statement on Form S-8 for the Company's 1993
Stock Incentive Plan, the Company's 1996 Non-Statutory Stock Option Plan and
the Company's 1996 Non-Employee Director Plan (collectively, the "Plans"),
under which 500,000, 603,000 and 200,000 shares, respectively, are to be
registered, to be filed with the Securities and Exchange Commission on
May 30, 1997 (the "Registration Statement"). Of the Shares to be
registered, 3,347 Shares already have been issued pursuant to the 1996
Non-Employee Director Plan (the "Issued Shares") and 1,299,653 Shares remain
to be issued pursuant to the Plans (the "Remaining Shares").
In acting as counsel for the Company and arriving at the opinions
expressed below, we have examined and relied upon originals for 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.
<PAGE>
Merrill Corporation
May 30, 1997
Page 2
Based on the foregoing, and subject to the qualifications and limitations
set forth herein, it is our opinion that:
1. The Company had the corporate authority to issue the Issued Shares
and has the corporate authority to issue the Remaining Shares, in
the manner and under the terms set forth in the Registration
Statement.
2. The Issued Shares have been duly authorized and, at the time of
their issuance, were validly issued, fully paid and nonassessable.
3. The Remaining Shares have been duly authorized and, when issued,
delivered and paid for in accordance with the Plans 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,
/s/ Oppenheimer Wolff & Donnelly
OPPENHEIMER WOLFF & DONNELLY
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We cosnent to the incorporation by reference in the registration
statement of Merrill Corporation on Form S-8 (THE "REGISTRATION STATEMENT")
of our report dated March 25, 1997, except as to the second paragraph of Note
10, for which the date is April 16, 1997, on our audits of the consolidated
financial statements of Merrill Corporation as of January 31, 1997 and 1996,
and for the years ended January 31, 1997, 1996 and 1995, which report is
incorporated by reference in the Annual Report on Form 10-K for the year
ended January 31, 1997, and our report dated March 25, 1997, on the related
financial statement schedule included in the Annual Report on Form 10-K for
the year ended January 31, 1997. We also consent to the reference to our Firm
under Item 3. of the Registration Statement, "Incorporation of Documents by
Reference."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
St. Paul, Minnesota
May 30, 1997
