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As filed with the Securities and Exchange Commission on April 20, 1995
Registration No. 33-78614
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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO.1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SHOREWOOD PACKAGING CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 11-2742734
(State of incorporation) (I.R.S. Employer Identification No.)
10 East 53rd Street, New York New York 10022 (212) 371-1500
(Address, including zip code, and telephone number, including area code,
of registrants's principal executive offices)
Shorewood Packaging Corporation -1993 Incentive Program
(Full title of the Plan)
HOWARD M. LIEBMAN
Executive Vice President and Chief Financial Officer
10 East 53rd Street
New York, New York 10022
(212) 371-1500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies of all communications, including all communications sent to
the agent for service, should be sent to:
PETER A. EISENBERG, ESQ.
Bryan Cave
245 Park Avenue
New York, New York 10167-0034
(212) 692-1800
(Counsel for the Registrant)
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Approximate date of commencement of proposed sale to the public:
From time to time after the filing of this Post-Effective Amendment No. 1 to
Registration Statement, File No. 33-78614.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or reinvestment plans check the following box. /x/
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CALCULATION OF REGISTRATION FEE
This Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (File No. 33-78614) is being filed with respect to the
reoffer and resale of shares of Common Stock acquired or to be acquired pursuant
to incentive stock options, non-qualified stock options, stock appreciation
rights in tandem with stock options or freestanding, restricted stock grants and
director options granted by the Company pursuant to its 1993 Incentive Program.
Pursuant to Rule 457(h)(3) of the Securities Act of 1993, as amended (the
"Securities Act"), a registration fee was previously paid with respect to the
offering and issuance by the Company of up to 1,000,000 shares of Common Stock
under the 1993 Incentive Program pursuant to a Registration Statement filed on
Form S-8 (File No. 33-78614), and an additional registration fee is not required
in respect of this filing.
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REOFFER PROSPECTUS
SHOREWOOD PACKAGING CORPORATION
COMMON STOCK
$.01 PAR VALUE
1,000,000 SHARES
THE OFFERING
This Reoffer Prospectus relates to the reoffer and resale of up
to 1,000,000 shares of Common Stock, $.01 par value (the "Common Stock"), of
Shorewood Packaging Corporation (the "Company") acquired or to be acquired by
the persons described herein (the "Selling Shareholders") pursuant to incentive
stock options, non-qualified stock options, restricted stock grants and
directors' options granted pursuant to the 1993 Incentive Program of the Company
(the "Program"). Specific information as to the Selling Shareholders who may
offer shares of Common Stock pursuant to this Reoffer Prospectus (the "Control
Securities") may be found on pages 3 and 4 of this Reoffer Prospectus. The
Company has been informed that said shares of Common Stock may be offered from
time to time by the Selling Shareholders publicly through one or more
transactions on a national securities exchange, in the over-the-counter market
or through one or more brokers or by private transactions. The shares will be
offered at prices prevailing at the time of sale. The Company will not receive
any of the proceeds from sales of Common Stock by the Selling Shareholders. All
expenses incurred in connection with the preparation and filing of this Reoffer
Prospectus are being borne by the Company. Specific information with respect to
the "Plan of Distribution" of the Control Securities is set forth on page 4.
The Common Stock is traded on the Nasdaq National Market under
the symbol SHOR. The closing price for the Common Stock on the Nasdaq National
Market on April 17, 1995 was $16.00 per share.
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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 REOFFER PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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No dealer, salesman or other person has been authorized to give
any information or to make any representation not contained or incorporated by
reference in this Reoffer Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the Selling Shareholders. This Reoffer Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
Control Securities, or as an offer to sell or a solicitation of any offer to buy
the shares of Control Securities in any jurisdiction to any persons to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Reoffer Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.
The date of this Reoffer Prospectus is April 20, 1995
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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 and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
statements, and other information can be inspected and copied at the public
reference facility maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. and at certain of the Commission's
regional offices, the current addresses of which are: New York Regional Office,
Seven World Trade Center, New York, New York 10048, and Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 400, Chicago,
Illinois 60661. Copies of such material can also be obtained from the Public
Reference Section of the Commission, Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, at prescribed rates.
This Reoffer Prospectus, which constitutes part of a
Registration Statement filed by the Company with the Commission under the
Securities Act, omits certain of the information contained in the Registration
Statement. Reference is hereby made to the Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the securities offered hereby. Statements contained herein concerning the
provisions of documents are necessarily summaries of such documents and each
such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO
EACH PERSON TO WHOM A REOFFER PROSPECTUS IS DELIVERED, UPON SUCH PERSON'S
WRITTEN OR ORAL REQUEST, A COPY OF ANY AND ALL OF THE INFORMATION INCORPORATED
BY REFERENCE IN THE REOFFER PROSPECTUS, INCLUDING ANY EXHIBITS SPECIFICALLY
INCORPORATED BY REFERENCE INTO THE INFORMATION WHICH THE REOFFER PROSPECTUS
INCORPORATES. SUCH REQUESTS SHOULD BE ADDRESSED TO HOWARD M. LIEBMAN, SECURITIES
COMPLIANCE ADMINISTRATOR, SHOREWOOD PACKAGING CORPORATION, 10 EAST 53RD STREET,
NEW YORK, NEW YORK 10022, TELEPHONE NUMBER (212) 371-1500.
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SHOREWOOD PACKAGING CORPORATION
The executive office of the Company is located at 10 East 53rd
Street, New York, New York 10022. The Company's telephone number is
(212) 371-1500.
SELLING SHAREHOLDERS
As the names of the persons who intend to resell Common Stock
pursuant to this Reoffer Prospectus are not known by the Company as of the date
of this Reoffer Prospectus, set forth below are the names of all persons
currently eligible to resell Common Stock pursuant to this Reoffer Prospectus
and the amounts of Common Stock available or which may become available to be
resold by such persons. The amounts of Common Stock covered by this Reoffer
Prospectus may be increased or decreased by filing one or more prospectus
supplements pursuant to Rule 424 of the Securities Act.
NAME AND POSITION NUMBER OF SHARES OF COMMON STOCK
WITH THE COMPANY WHICH ARE AVAILABLE TO BE RESOLD
Marc P. Shore 63,909 (1)(2)
Vice Chairman of the Board and
President
Howard M. Liebman 76,627 (3)(4)
Executive Vice President
and Chief Financial Officer
Seymour Leslie 8,000 (5)
Director
R. Timothy O'Donnell 8,000 (5)
Director
Melvin L. Braun 8,000 (5)
Director
William P. Weidner 8,000 (5)
Director
Kevin J. Bannon 8,000 (5)
Director
(1) Includes 29,708 shares which may be acquired by the Selling Shareholder
upon the exercise of stock options issued under the Program on July 11,
1994, none of which are presently exercisable. The options vest at the
rate of 25% per year commencing July 11, 1995.
(2) Includes 34,201 shares of restricted stock awarded to the Selling
Shareholder under the Program on July 11, 1994. The shares of
restricted stock are subject to a three year performance vesting
requirement or, alternatively, a eight year employment vesting
requirement. Shares of restricted stock may not be disposed of during
the vesting period and are subject to forfeiture in the event that the
Selling Shareholder's employment by the Company terminates prior to
vesting.
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(3) Includes 40,000 shares which may be acquired by the Selling Shareholder
upon the exercise of stock options issued under the Program on June 3,
1994 and 17,824 shares which may be acquired by the Selling Shareholder
upon the exercise of stock options issued under the Program on July 11,
1994. The options vest at the rate of 25% per year on each of the first
four anniversaries of the date of grant. None of such options are
presently exercisable.
(4) Includes 18,803 shares of restricted stock awarded to the Selling
Shareholder under the Program on July 11, 1994. The shares of
restricted stock are subject to a three year performance vesting
requirement or, alternatively, a eight year employment vesting
requirement. Shares of restricted stock may not be disposed of during
the vesting period and are subject to forfeiture in the event that the
Selling Shareholder's employment by the Company terminates prior to
vesting.
(5) Reflects shares which may be acquired by the Selling Shareholder upon
the exercise of director stock options issued under the Program. The
director options reported in this column vest at the rate of 25% per
year on each of the first four anniversaries of the date of grant, and
are presently exercisable with respect to 1,000 shares of Common Stock.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that
they intend to sell all or a portion of the Control Securities acquired by them
pursuant to the Program from time to time to purchasers directly or through
underwriters, dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or purchasers of the shares of Common Stock for whom they act as agent
(which compensation may be in excess of customary commissions). The Selling
Shareholders will be responsible for payment of any and all commissions to
brokers, which will be negotiated on an individual basis. The Company will not
be responsible for the payment of any commissions to brokers. The Selling
Shareholders and anyone effecting sales on behalf of the Selling Shareholders
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and commissions or discounts given may
be regarded as underwriting commissions or discounts under said Securities Act.
The Control Securities may be sold publicly through one or more
transactions on a national securities exchange, in the over-the-counter market
or through one or more private transactions. In addition, any Control Securities
which qualify for sale pursuant to Rule 144 of the Securities Act may be sold
under said Rule 144 rather than pursuant to this Reoffer Prospectus. The Selling
Shareholders will be subject to the applicable provisions of the Exchange Act,
and the rules and regulations thereunder, including without limitation, Rules
10b-6 and 10b-7 of the Exchange Act, which provisions may affect the timing of
purchases and sales of shares of Control Securities pursuant to this Reoffer
Prospectus. There is no assurance that the Selling Shareholders will sell any or
all of the Control Securities described herein and may transfer, devise or gift
such shares by other means not described herein.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify any person who was or is a party, or
is threatened to be made a party, to any proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she
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is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not
inconsistent with, the best interests of the corporation and, with respect to
any criminal action or proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful. In the case of an action or suit by or
in the right of the corporation to procure a judgment in its favor, (i) such
indemnification is limited to expenses (including attorneys' fees) actually and
reasonably incurred by such person in the settlement of such action or suit, and
(ii) no indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless, and only to the extent that, the Delaware Court of Chancery or the court
in which such action or suit is brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, Section 145 of the General Corporation Law entitles him or
her to be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that he or she is
not entitled to be indemnified by the corporation.
The indemnification and advancement of expenses permitted or
required by Section 145 of the General Corporation Law are not exclusive of
other rights to which directors and officers of the corporation may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise. Section 145 gives a corporation power to purchase and maintain
insurance on behalf of any person who may be indemnified by a corporation
against any liability asserted against him or her in any of the capacities
referred to above or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such liability
under Section 145.
Article VII of the By-Laws of the Company requires the Company
to indemnify and advance expenses to any director, officer, employee or agent of
the Company under Section 145 of the General Corporation Law under the
circumstances and to the fullest extent permitted by such section.
The Company maintains liability insurance coverage for
directors and officers.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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
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whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-K/A for the
year ended April 30, 1994 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report and incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following
documents:
1. The Company's Form 10-K/A for the year ended April 30, 1994,
as filed with the Commission on April 20, 1995.
2. The Company's Form 10-Q for the quarter ended July 30, 1994,
as filed with the Commission on September 12, 1994.
3. The Company's Form 10-Q for the quarter ended October 29,
1994, as filed with the Commission on December 13, 1994.
4. The Company's Form 10-Q for the quarter ended January 28,
1995, as filed with the Commission on March 14, 1995.
5. The Company's Form 10-C dated October 4, 1994.
6. The Company's Registration Statement on Form 8-A dated
October 20, 1986 which contains a description of the Common Stock and certain
rights relating to the Common Stock, including any amendment or reports filed
for the purpose of updating such description.
7. All other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Reoffer Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the securities offered hereby have been sold or which
deregisters all securities remaining unsold shall be deemed to be incorporated
by reference into this Reoffer Prospectus.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
* 4 - 1993 Incentive Program
* 5 - Opinion of Bryan Cave
23.1 - Consent of Deloitte & Touche LLP
* 23.2 - Consent of Bryan Cave
* 24 - Power of Attorney
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* Previously filed as an exhibit to the Registration Statement on Form
S-8, File No. 33-78614.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York on April
19, 1995.
SHOREWOOD PACKAGING CORPORATION
By /s/Paul B. Shore
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Paul B. Shore, Chairman of the Board and Chief
Executive Officer
Date: April 19, 1995
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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/s/Paul B. Shore Chairman of the Board April 19, 1995
- ------------------------ and Chief Executive Officer
Paul B. Shore
/s/Marc P. Shore Vice Chairman of the April 19, 1995
- ------------------------ Board and President
Marc P. Shore
/s/Howard M. Liebman Executive Vice President - April 19, 1995
- ------------------------ Chief Financial Officer
Howard M. Liebman
* Corporate Controller , 1995
- ------------------------ --------
Scott A. Welikey
* Executive Vice President - , 1995
- ------------------------ Marketing and Director --------
Floyd S. Glinert
Director , 1995
- ------------------------ --------
R. Timothy O'Donnell
Director , 1995
- ------------------------ --------
Melvin L. Braun
* Director , 1995
- ------------------------ --------
Seymour Leslie
II-2
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* Director , 1995
- ------------------- --------
Kevin J. Bannon
Director , 1995
- ------------------- --------
William P. Weidner
* /s/Paul B. Shore April 19, 1995
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Paul B. Shore, as
Attorney-in-Fact
II-3
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EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
23.1 Consent of Deloitte & 13
Touche LLP
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-78614 of Shorewood Packaging Corporation
on Form S-8 of our report dated July 1, 1994, appearing in the Annual Report on
Form 10-K/A of Shorewood Packaging Corporation for the 52 weeks ended April 30,
1994, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Jericho, New York
April 13, 1995
