<PAGE>
As filed with the Securities and Exchange Commission on April 6, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------------
GAYLORD CONTAINER CORPORATION
(Exact name of Registrant as specified in its charter)
------------------------------------
DELAWARE 36-3472452
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 LAKE COOK ROAD, SUITE 400
DEERFIELD, ILLINOIS 60015
TELEPHONE: (847) 405-5500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
------------------------------------
GAYLORD CONTAINER CORPORATION
1997 LONG-TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
------------------------------------
DANIEL P. CASEY
500 LAKE COOK ROAD, SUITE 400
DEERFIELD, ILLINOIS 60015
TELEPHONE: (847) 405-5500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
WILLIAM S. KIRSCH, ESQ.
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
AGGREGATE MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------ ---------------- -------------- -------------- -----------------
<S> <C> <C> <C> <C>
CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE............ 1,500,000 $6.0000 $9,000,000.00 $2,376.00
===============================================================================================================================
</TABLE>
(1) PURSUANT TO RULE 416 UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT SHALL BE DEEMED TO COVER AN INDETERMINATE NUMBER
OF ADDITIONAL SHARES OF CLASS A COMMON STOCK ISSUABLE IN THE EVENT THE
NUMBER OF OUTSTANDING SHARES OF THE COMPANY IS INCREASED BY SPLIT-UP,
RECLASSIFICATION, STOCK DIVIDEND OR THE LIKE.
(2) THESE SECURITIES ARE OF THE SAME CLASS AS AND IN ADDITION TO THE
2,000,000 SHARES INITIALLY AVAILABLE TO BE GRANTED UNDER THE GAYLORD
CONTAINER CORPORATION 1997 LONG-TERM EQUITY INCENTIVE PLAN AND
PREVIOUSLY REGISTERED PURSUANT TO A REGISTRATION STATEMENT ON FORM S-8
(FILE NO. 333-39809).
(3) ESTIMATED SOLELY FOR THE PURPOSE OF COMPUTING THE REGISTRATION FEE
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 457(c); BASED ON
THE AVERAGE OF THE HIGH AND LOW PRICES PER SHARE OF THE CLASS A COMMON
STOCK ON APRIL 5, 2000, AS REPORTED ON THE AMERICAN STOCK EXCHANGE.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
A Registration Statement on Form S-8 (File No. 333-39809) was filed
by Gaylord Container Corporation (the "Company" or the "Registrant") with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), on November 7, 1997 covering
the registration of the 2,000,000 shares of Class A Common Stock initially
authorized for issuance under the Gaylord Container Corporation 1997
Long-Term Equity Incentive Plan (the "Plan"). The Board of Directors of the
Company and the Compensation and Stock Option Committee of the Board of
Directors approved an amendment to the Plan on November 10, 1999 and November
9, 1999, respectively, to increase the number of shares of Class A Common
Stock available for issuance under the Plan from 2,000,000 to 3,500,000. The
stockholders of the Company approved this amendment on February 8, 2000. This
Registration Statement is being filed pursuant to General Instruction E of
Form S-8 to register the additional 1,500,000 shares of Class A Common Stock
authorized under the Plan. The contents of the prior Registration Statement
(File No. 333-39809) are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1999;
(b) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1999; and
(c) the description of the Registrant's Class A Common Stock under
the caption "DESCRIPTION OF CAPITAL STOCK - Common Stock"
contained in Registrant's Registration Statement on Form S-1
(File No. 33-17898), that was filed with the Commission on
October 13, 1987 pursuant to the Securities Act, including any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby 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 the 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 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of the Company, as of
July 21, 1995, incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q (No. 1-9915) for the quarter
ended June 30, 1995 filed under the Exchange Act
4.2 Amended and Restated Bylaws of the Company, as amended, incorporated by
reference to Exhibit 3.1 of the Company's Current Report on Form 8-K
filed on July 5, 1995 under the Exchange Act
-1-
<PAGE>
4.3 Specimen Certificate for the Class A Common Stock, par value $0.0001
per share, of the Company, incorporated by reference to Exhibit 4.5 of
the Company's Current Report on Form 8-K filed on October 30, 1992
under the Exchange Act
4.4 Gaylord Container Corporation 1997 Long-Term Equity Incentive Plan,
incorporated by reference to Exhibit A to the Company's Definitive
Proxy Statement filed December 24, 1996
4.5 Amendment No. 1 to the Gaylord Container Corporation 1997 Long-Term
Equity Incentive Plan
5.1 Opinion of Kirkland & Ellis
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Kirkland & Ellis (included in the opinion filed as
Exhibit 5.1)
24.1 Power of Attorney
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, thereto duly authorized, in Deerfield, Illinois, on April 5,
2000.
GAYLORD CONTAINER CORPORATION
By: /s/ MARVIN A. POMERANTZ
-------------------------------------
Marvin A. Pomerantz
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------- ------------------------------------------ ------------
<S> <C> <C>
By:/s/ MARVIN A. POMERANTZ Chairman, Chief Executive Officer and
----------------------- Director
Marvin A. Pomerantz (Principal Executive Officer) April 5, 2000
By:/s/ DANIEL P. CASEY
------------------- Executive Vice President
Daniel P. Casey (Principal Financial Officer) April 5, 2000
By:/s/ JEFFREY B. PARK
------------------- Vice President - Corporate Controller
Jeffrey B. Park (Principal Accounting Officer) April 5, 2000
By: *
----------------------
Mary Sue Coleman Director April 5, 2000
By: *
----------------------
Harve A. Ferrill Director April 5, 2000
By: *
----------------------
John E. Goodenow Director April 5, 2000
By: *
-----------------------
David B. Hawkins Director April 5, 2000
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------- ------------------------------------------ ------------
<S> <C> <C>
By: *
-----------------------
Warren J. Hayford Director April 5, 2000
By: *
-----------------------
Charles S. Johnson Director April 5, 2000
By: *
------------------------
Jerry W. Kolb Director April 5, 2000
By: *
------------------------
Ralph L. MacDonald Jr. Director April 5, 2000
By: *
-------------------------
Thomas H. Stoner Director April 5, 2000
</TABLE>
* The undersigned, by signing his name hereto, does sign and execute this
Registration Statement on Form S-8 on behalf of the above named officers and
directors of the Company pursuant to the Power of Attorney executed by such
officers and directors and filed with the Securities and Exchange Commission.
By: /s/ DANIEL P. CASEY
------------------------
Daniel P. Casey
ATTORNEY-IN-FACT
-4-
<PAGE>
EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation of the Company, as of
July 21, 1995, incorporated by reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q (No. 1-9915) for the quarter ended June 30,
1995 filed under the Exchange Act
4.2 Amended and Restated Bylaws of the Company, as amended, incorporated by
reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed
on July 5, 1995 under the Exchange Act
4.3 Specimen Certificate for the Class A Common Stock, par value $0.0001 per
share, of the Company, incorporated by reference to Exhibit 4.5 of the
Company's Current Report on Form 8-K filed on October 30, 1992 under the
Exchange Act
4.4 Gaylord Container Corporation 1997 Long-Term Equity Incentive Plan,
incorporated by reference to Exhibit A to the Company's Definitive Proxy
Statement filed December 24, 1996
4.5 Amendment No. 1 to the Gaylord Container Corporation 1997 Long-Term Equity
Incentive Plan
5.1 Opinion of Kirkland & Ellis
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Kirkland & Ellis (included in the opinion filed as Exhibit 5.1)
24.1 Power of Attorney
-5-
<PAGE>
Exhibit 4.5
AMENDMENT NO. 1
TO THE GAYLORD CONTAINER CORPORATION
1997 LONG-TERM EQUITY INCENTIVE PLAN
WHEREAS, Gaylord Container Corporation, a Delaware corporation (the
"Company") maintains the 1997 Long-Term Equity Incentive Plan (the "Plan") to
promote the long-term growth and profitability of the Company and its
subsidiaries by (i) providing certain directors, officers and key employees
of the Company and its subsidiaries with incentives to maximize stockholder
value and otherwise contribute to the success of the Company and
(ii) enabling the Company to attract, retain and reward the best available
persons for positions of substantial responsibility;
WHEREAS, the Plan provides that it may be modified from time to time;
WHEREAS, the following amendments to the Plan have been approved by
the Board of Directors of the Company, the Compensation and Stock Option
Committee of the Board of Directors and the stockholders of the Company;
NOW, THEREFORE, effective as of February 8, 2000, the Company amends
the Plan as follows:
1. Section 4 shall be amended by deleting "2,000,000" from the
first line of the first paragraph and replacing it with "3,500,000".
2. Except as set forth herein, the Plan shall continue in full
force and effect and in accordance with its terms.
IN WITNESS WHEREOF, the undersigned Secretary of the Company
confirms that this Amendment No. 1 was approved by the Board of Directors of
the Company on November 10, 1999, by the Compensation and Stock Option
Committee of the Board of Directors on November 9, 1999 and by the
stockholders of the Company on February 8, 2000.
GAYLORD CONTAINER CORPORATION
By: /s/ David F. Tanaka
----------------------------
David F. Tanaka
SECRETARY
Dated: February 8, 2000
<PAGE>
Exhibit 5.1
[Kirkland & Ellis Letterhead]
April 6, 2000
Gaylord Container Corporation
500 Lake Cook Road, Suite 400
Deerfield, Illinois 60015
Re: Gaylord Container Corporation Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as special counsel to Gaylord Container Corporation, a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of 1,500,000 shares of its Class A Common Stock,
par value $0.0001 per share (the "Shares") pursuant to a Registration
Statement on Form S-8, filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred
to as the "Registration Statement"). The Shares are to be issued upon
exercise of stock options granted under the Gaylord Container Corporation
1997 Long-Term Equity Incentive Plan (the "Plan").
We have examined such corporate proceedings, documents, records and
matters of law as we have deemed necessary to enable us to render this
opinion. For purposes of this opinion, we have assumed the authenticity of
all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as copies and the authenticity of the
originals of all documents submitted to us as copies. We have also assumed
the legal capacity of all natural persons, the genuineness of the signatures
of persons signing all documents in connection with which this opinion is
rendered, the authority of such persons signing on behalf of the parties
thereto other than the Company and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company. As
to any facts material to the opinions expressed herein, we have relied upon
the statements and representations of officers and other representations of
the Company and others.
Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, we hereby advise
you that, in our opinion, the Shares are duly authorized and reserved for
issuance under the Plan, and, when (i) the Registration Statement becomes
effective under the Act, (ii) the Shares have been duly executed and
delivered on behalf of the Company and countersigned by the Company' s
transfer agent/registrar and (iii) the Shares are issued in accordance with
the terms of the Plan upon receipt of the consideration paid therefor of at
least $0.0001 per share, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement. In giving this consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
We express no opinion as to any laws other than the General
Corporation Law of the State of Delaware and the Delaware case law decided
thereunder and the federal law of the United States of America. We do not
find it necessary for the purposes of this opinion, and accordingly we do not
purport to cover herein, the application of the securities or "Blue Sky" laws
of the various states to the issuance and sale of the Shares.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein.
We assume no obligation to revise or supplement this opinion should the
<PAGE>
Gaylord Container Corporation
April 6, 2000
Page 2
applicable law be changed by legislative action, judicial decision or
otherwise after the date on which the Registration Statement is declared
effective by the Commission.
This opinion is furnished to you in connection with the filing of
the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Gaylord Container Corporation on Form S-8 of our report dated October 28,
1999, appearing in the Annual Report on Form 10-K of Gaylord Container
Corporation for the year ended September 30, 1999.
Deloitte & Touche LLP
Chicago, Illinois
April 5, 2000
<PAGE>
Exhibit 24.1
Power of Attorney
Each of the undersigned, being a director or officer, or both, of GAYLORD
CONTAINER CORPORATION, a Delaware corporation (the "Corporation"), does
hereby constitute and appoint each of Marvin A. Pomerantz and Daniel P. Casey
as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in all capacities, to sign the Registration Statement on Form S-8
for the Corporation's 1997 Long-Term Equity Incentive Plan, and any
amendments thereto, and to file same, together with all exhibits thereto and
other attachments and documents in connection therewith, with the Securities
and Exchange Commission, the American Stock Exchange and any other regulatory
authority, and to sign, file or deliver such further documents and to take
such further actions in connection therewith as each of the undersigned might
or could do in person and as each such attorney and agent deems necessary or
desirable; and each of the undersigned does hereby fully ratify and confirm
all that said attorneys and agents, or any of them, or the substitute of any
of them, shall do or cause to be done by virtue heereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------------------------------- ------------------------------------------------
<S> <C>
By:
------------------------------------------- Chairman, Chief Executive Officer and Director
Marvin A. Pomerantz (Principal Executive Officer)
By:
------------------------------------------ Executive Vice President
Daniel P. Casey (Principal Financial Officer)
By:
------------------------------------------ Vice President - Corporate Controller
Jeffrey B. Park (Principal Accounting Officer)
By:/s/ Mary Sue Coleman
------------------------------------------
Mary Sue Coleman Director
By:/s/ Harve A. Ferrill
------------------------------------------
Harve A. Ferrill Director
By:/s/ John E. Goodenow
------------------------------------------
John E. Goodenow Director
By:/s/ David B. Hawkins
------------------------------------------
David B. Hawkins Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------------------------------- ------------------------------------------------
<S> <C>
By:/s/ Warren J. Hayford
------------------------------------------
Warren J. Hayford Director
By:/s/ Charles S. Johnson
------------------------------------------
Charles S. Johnson Director
By:/s/ Jerry W. Kolb
------------------------------------------
Jerry W. Kolb Director
By:/s/ Ralph L. MacDonald Jr.
------------------------------------------
Ralph L. MacDonald Jr. Director
By:/s/ Thomas H. Stoner
------------------------------------------
Thomas H. Stoner Director
</TABLE>
