|
Previous: WORLD SHOPPING NETWORK INC/NV, NT 10-K, 2000-09-27 |
Next: REPAP ENTERPRISES INC, S-8, EX-4.1, 2000-09-27 |
As filed with the Securities and Exchange Commission on September 27, 2000 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Repap Enterprises Inc. (Exact Name of Registrant as Specified in Its Charter) Canada (State or Other Jurisdiction of Incorporation or Organization) 98-0178526 (I.R.S. Employer Identification No.) 300 Atlantic Street, Suite 200, Stamford, Connecticut 06901 (Address of Principal Executive Offices) (Zip Code) 1987 Directors, Officers and Employees Amended Stock Option Plan (Full Title of the Plan) Terry W. McBride Vice-President, General Counsel and Secretary Repap Enterprises Inc. 300 Atlantic Street, Suite 200, Stamford, Connecticut 06901 (Name and Address of Agent For Service) (203) 964-6160 (Telephone Number, Including Area Code, of Agent For Service) Copy to: Andrew D. Soussloff, Esq. Sullivan & Cromwell 125 Broad Street, New York, New York 10004 (212) 558-4000
CALCULATION OF REGISTRATION FEE | ||||
---|---|---|---|---|
Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee |
Common Shares |
60,895,000 Shares |
US$0.13 |
US$7,916,350 |
US$2,089.92 |
(1) | Calculated (solely for purposes of determining the registration fee) based on the option exercise price of US$0.13 for each of 60,895,000 of the Repap Enterprises Inc. Common Shares ("Common Shares"), pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"). | |
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information. As permitted by Rule 428 under the Securities Act and the Note to Part I of Form S-8, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants of the plan covered by this Registration Statement, as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Item 2. Registrant Information and Employee Plan Annual Information. As permitted by Rule 428 under the Securities Act and the Note to Part I of Form S-8, this Registration Statement omits the information specified in Part I to be contained in the Section 10(a) prospectus. I-1PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Repap Enterprises Inc. (the "Corporation") below are hereby incorporated by reference in this Registration Statement: (a) The Corporation's Annual Report on Form 10-K for the year ended December 31, 1999 filed with the Commission on March 29, 2000, pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") (File No. 000-16289). (b) The Corporation's Quarterly Report on Form 10-Q for the 3 month period ended March 31, 2000 filed with the Commission on May 10, 2000, pursuant to the Exchange Act (File No. 000-16289). (c) The Corporation's Quarterly Report on Form 10-Q for the 3 month period ended June 30, 2000 filed with the Commission on August 4, 2000, pursuant to the Exchange Act (File No. 000-16289). (d) The Corporation's Current Report of Form 8-K filed with the Commission on August 30, 2000, pursuant to the Exchange Act (File No. 000-16289). (e) The description of the Corporation's Common Shares, contained in the Corporation's Registration Statement on Form 20-F filed with the Commission on November 29, 1988, pursuant to the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Corporation pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the Common Shares which are registered hereby and which have been and may be issued by the Corporation pursuant to the exercise of options granted under its 1987 Directors, Officers and II-1 Employees Stock Option Plan (the "Plan") will be passed on by Stikeman Elliott. At the date of this Registration Statement, partners of Stikeman Elliott beneficially own less than 1% of the outstanding Common Shares of the Corporation. Item 6. Indemnification of Officers and Directors. Under the Canada Business Corporations Act, the Corporation may indemnify a present or former director or officer or a person who acts or acted at the Corporation's request as a director or officer of another corporation of which the Corporation is or was a shareholder or creditor and his heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been such a director or officer if the director or officer acted honestly and in good faith with a view to the best interests of the Corporation and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with an action by or on behalf of the Corporation or such other corporation only with court approval. A director or officer is entitled to indemnification from the Corporation as a matter of right in respect of all costs, charges and expenses reasonably incurred by him in connection with the defense of any civil, criminal or administrative proceeding to which he is a party by reason of being or having been a director or officer of such a corporation if he was substantially successful on the merits and fulfilled the conditions set forth above. The By-laws of the Corporation provide that, subject to the limitations contained in the Canada Business Corporations Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if (a) he acted honestly and in good faith with a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing his conduct was lawful. The Corporation shall also indemnify such person in such other circumstances as the Canada Business Corporations Act permits or requires. The By-laws of the Corporation also provide that the Corporation may purchase and maintain insurance for the benefit of any person referred to above against such liabilities and in such amounts as the board may from time to time determine and are permitted by the Canada Business Corporations Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Corporation pursuant to the foregoing provisions, or otherwise, the Corporation has been advised that in the opinion of the 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 Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation 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 Corporation 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-2 Item 7. Exemption from Registration Claim. Not applicable. Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement: Exhibit No. Description 4.1 1987 Directors, Officers and Employees Amended Stock Option Plan. 4.2 Restated Certificate of Incorporation of the Corporation dated as of November 27, 1986 and Articles of Amendment dated as of May 12, 1987 (incorporated by reference to Exhibit 1(a) to the Corporation's Annual Report on Form 20-F for the year ended December 31, 1987); Articles of Amendment dated as June 30, 1987 (incorporated be reference to Exhibit 3.1 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1989); Articles of Amendment dated as of May 15, 1990 (incorporated by reference to Exhibit 3.1 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1990); Articles of Amendment dated as of July 8, 1994 (incorporated by reference to Exhibit 1.1 to the Corporation's Annual Report on Form 20-F for the year ended December 31, 1994); and Articles of Amendment dated June 17, 1998 and June 5, 1998 (incorporated by reference to Exhibit 3.1.1 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1998). 4.3 General By-Law of the Corporation (incorporated by reference to Exhibit 1(b) to the Corporation's Annual Report on Form 20-F for the year ended December 31, 1987) and By-law No. 1987-1 dated as of May 11, 1988 (incorporated by reference to Exhibit 3.2 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1988). 4.4 Acquisition Agreement dated as of August 28, 2000, between the Corporation and UPM Kymmene Corporation (including all schedules attached thereto) (incorporated by reference to Exhibit 10.1 to the Corporation's Current Report on Form 8-K filed with the Commission on August 30, 2000). 4.5 Amending Agreement dated as September 12, 2000, between the Corporation and UPM-Kymmene Corporation (incorporated by reference to Exhibit 10.1 to the Corporation's Schedule 13D/A filed with the Commission on September 14, 2000). 5.1 Opinion of Stikeman Elliott as to the validity of the Common Shares registered hereby. 23.1 Consent of Stikeman Elliott (contained in Exhibit 5.1 attached hereto). 23.2 Consent of Ernst & Young LLP. II-3 24.1 Powers of Attorney (included in the signature pages). Item 9. Undertakings. (a) The Corporation 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 Corporation pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Corporation hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Corporation's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 may be permitted to directors, officers and controlling persons of the Corporation pursuant to the indemnification provisions described under Item 6, or otherwise, the Corporation has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation 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 Corporation 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 II-4 indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Stamford, Connecticut on this 27th day of September, 2000. REPAP ENTERPRISES INC. By: /s/ Stephen C. Larson --------------------------------- Stephen C. Larson Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated and each of the undersigned persons, in any capacity, hereby appoints Stephen C. Larson and Terry W. McBride severally as attorneys-in-fact of the undersigned, with full power of substitution and resubstitution, to sign this Registration Statement and any and all amendments (including post-effective amendments and any registration statements pursuant to Rule 462(b) under the Securities Act) and supplements and exhibits thereto and to file the same, and other documents in connection therewith, with the Securities and Exchange Commission, and authorizes each of them to do and perform each and every act necessary to be done in connection therewith. Signature Title Date /s/ Harold (Hap) S. Stephen Chairman of the Board; September 27, 2000 --------------------------- Director (Principal Executive Harold (Hap) S. Stephen Officer) /s/ Stephen C. Larson President and Chief Executive September 27, 2000 --------------------------- Officer; Director (Principal Stephen C. Larson Executive Officer) /s/ Michelle A. Cormier Vice-President and Chief September 27, 2000 --------------------------- Financial Officer (Principal Michelle A. Cormier Financial and Accounting Officer) Signature Title Date /s/ Myron M. Sheinfeld Director September 27, 2000 --------------------------- Myron M. Sheinfeld /s/ Glen D. Roane Director September 27, 2000 --------------------------- Glen D. Roane /s/ R. Bruce Eddy Director September 27, 2000 --------------------------- R. Bruce Eddy II-7 Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement of Form S-8, solely in the capacity of the duly authorized representative of the Registrant in the United States, in the city of Stamford, Connecticut, on this 27th day of September, 2000. By: /s/ Terry W. McBride ----------------------------- Terry W. McBride Vice-President, General Counsel
|