<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1997
REGISTRATION NO. 333-29937
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARAUSTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C> <C>
NORTH CAROLINA 2631 58-1388387
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
3100 WASHINGTON STREET
AUSTELL, GEORGIA 30001
(770) 948-3101
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-------------------------
H. LEE THRASH, III
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CARAUSTAR INDUSTRIES, INC.
3100 WASHINGTON STREET
AUSTELL, GEORGIA 30001
(770) 948-3101
(Address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
WITH COPIES TO:
PATRICK S. BRYANT, ESQ.
ROBINSON, BRADSHAW & HINSON, P.A.
101 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28211
(704) 377-2536
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
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
interest reinvestment, please check the following box. [X]
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
-------------------------------
CALCULATION OF REGISTRATION FEE
===============================
<TABLE>
<CAPTION>
==============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF OFFERING AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED SHARE(1) PRICE(1) FEE(1)
REGISTERED
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par value
$.10 per share 800,000 $31.125 $24,900,000 $7,546(2)
==============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices
of the Common Stock, as reported on the Nasdaq National Market System on
June 17, 1997.
(2) This fee was paid in connection with the initial filing on June 24, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
CARAUSTAR INDUSTRIES, INC.
Cross Reference Sheet
Pursuant to Rule 501(b) Of Regulation S-K
Showing locations in Prospectus of
Information Required by the Items of Form S-4
<TABLE>
<CAPTION>
ITEM
NUMBER FORM S-4 CAPTION LOCATION IN PROSPECTUS
------ ---------------- ----------------------
<S> <C> <C>
A. - Information about the Transaction
1. Forepart of Registration Statement and Outside Facing Page; Outside Front Cover Page of Prospectus;
Front Cover Page of Prospectus..................... Available Information
2. Inside Front and Outside Back Cover Pages of Inside Front of Prospectus; Outside Back Cover
Prospectus......................................... Page of Prospectus
3. Summary Information, Risk Factors, Ratio of Outside Front Cover Page of Prospectus; The Company;
Earnings to Fixed Charges and Other Information.... Risk Factors
4. Terms of the Transaction........................... *
5. Pro Forma Financial Information.................... *
6. Material Contacts with the Company Being Acquired. *
7. Additional Information Required for Reoffering by
Persons and Parties deemed to be Underwriters...... *
8. Interests of Named Experts and Counsel............. *
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities..... *
B - Information about the Registrant
10. Information with Respect to the Registrant......... Outside Front Cover of Prospectus; The Company; Risk Factors;
Incorporation of Certain Documents by Reference
11. Incorporation of Certain Information by Reference.. Incorporation of Certain Documents by Reference
C - Information about the Company being Acquired ............... *
D - Voting and Management Information........................... *
</TABLE>
* Not Applicable
<PAGE> 3
800,000 SHARES
CARAUSTAR INDUSTRIES, INC.
COMMON STOCK
This Prospectus covers the offer and sale of up to 800,000 shares of
Common Stock, par value $.10 per share (the "Common Stock"), of Caraustar
Industries, Inc. (together with its wholly owned subsidiaries, the "Company" or
"Caraustar"), which the Company may issue from time to time in connection with
the future direct and indirect acquisitions of other businesses, properties or
securities in business combination transactions in accordance with Rule
415(a)(1)(viii) of Regulation C under the Securities Act of 1933, as amended
(the "Securities Act") or as otherwise permitted under the Securities Act.
The Company expects that the terms upon which it may issue the shares in
business combination transactions will be determined through negotiations with
the securityholders or principal owners of the businesses whose securities or
assets are to be acquired. It is expected that the shares that are issued
will be valued at prices reasonably related to market prices for the Common
Stock prevailing either at the time an acquisition agreement is executed or at
the time an acquisition is consummated.
This Prospectus will be used only in connection with the acquisition of
businesses, properties or securities in business combination transactions that
would be exempt from registration but for the issuance of Common Stock and the
possibility of integration with other transactions. This Prospectus will be
furnished to security holders of the business, properties or securities to be
acquired.
Persons receiving Common Stock in connection with the acquisition may be
required to agree to hold all or some portion of the Common Stock for a period
of up to two years after the date of such acquisition. See "Plan of
Distribution."
If an acquisition has a material financial effect upon the Company, a
current report on Form 8-K will be filed subsequent to the acquisition
containing financial and other information about the acquisition that would be
material to subsequent acquirors of Common Stock offered hereby, including pro
forma information for Caraustar and historical financial information about the
company being acquired. A current report on Form 8-K will also be filed when
an acquisition does not per se have a material effect upon the Company, but if
aggregated with other acquisitions since the date of the Company's most recent
audited financial statements, would have such a material effect.
If an acquisition of a business, properties or securities in a business
combination transaction is not exempt from registration even if integration is
not taken into account, then the offerees of Common Stock in such acquisition
will be furnished with copies of this Prospectus as amended by a post-effective
amendment to the Registration Statement on Form S-4 of which this Prospectus is
a part.
The Common Stock is quoted on the NASDAQ National Market System under the
symbol "CSAR." On July 17, 1997, the closing price per share of the Common
Stock, as reported by NASDAQ, was 32 3/4.
All expenses of this offering (this "Offering") will be paid by the
Company. No underwriting discounts or commissions will be paid in connection
with the issuance of shares by the Company in business combination
transactions, although finder's fees may be paid with respect to specific
acquisitions. Any person receiving a finder's fee may be deemed to be an
Underwriter within the meaning of the Securities Act.
---------------
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES RISKS.
SEE "RISK FACTORS" COMMENCING ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is July 18, 1997.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational and reporting 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 ("SEC"). The
Registration Statement and exhibits and schedules thereto, as well as such
reports, proxy statements and other information, may be inspected and copied
at the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the SEC located at 7
World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any
part of such materials may be obtained from any such office upon payment of the
fees prescribed by the SEC. The SEC maintains a World Wide Web site
(http://www.sec.gov), which contains reports, proxy and information statements
and other information filed electronically through the SEC's Electronic Data
Gathering, Analysis and Retrieval System ("EDGAR"). The Common Stock is
currently quoted on the NASDAQ National Market System; such reports, statements
and other information also can be inspected at the offices of NASDAQ
Operations, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the SEC a Registration Statement on Form S-4
under the Securities Act with respect to the Shares offered hereby (the
"Registration Statement"). As permitted by the rules of the SEC, this
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Shares, reference is made to
the Registration Statement, including the exhibits and schedules filed as part
thereof. Statements contained in this Prospectus, and in any document
incorporated herein by reference, as to the contents of any contract or any
other document are not necessarily complete, and, in each instance, reference
is hereby made to the copy of the contract or document filed as an exhibit to
the Registration Statement or such document, each such statement being
qualified in all respects by this reference thereto. The Registration
Statement has been filed through EDGAR and is also publicly available through
the SEC's Web site (http://www.sec.gov).
-2-
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC pursuant to
the Exchange Act are incorporated herein by reference: (i) Annual Report on
Form 10-K for the year ended December 31, 1996; (ii) Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997; (iii) Current Report on
Form 8-K filed July 29, 1996, as amended by Form 8-K/A filed September 25,
1996; (iv) Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995; (v) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A filed with
the SEC pursuant to Section 12 of the Exchange Act and any amendment or report
filed by the Company for the purpose of updating such description and (vi) all
documents filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the Offering of the Common Stock
offered hereby.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein (or in any subsequently filed document that also is or is
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 Prospectus.
All information appearing in this Prospectus is qualified in its entirety by
information and financial statements (including notes thereto) appearing in the
documents incorporated by reference herein, except to the extent set forth in
the immediately preceding statement.
The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, including any beneficial owner, upon written
or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates). Requests should be directed to Caraustar
Industries, Inc., 3100 Washington Street, Austell, Georgia 30001, Attention:
Corporate Secretary, telephone (770) 948-3101.
THE COMPANY
The Company is a major manufacturer of recycled paperboard and converted
paperboard products. The Company's executive offices are located at 3100
Washington Street, Austell, Georgia 30001, and its telephone number is (770)
948-3101.
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following risk factors should be carefully considered in evaluating the Company
and its business before purchasing the Common Stock offered hereby. This
Prospectus, including information incorporated by reference herein, may contain
certain "forward-looking statements" within the meaning of the Securities Act
and the Exchange Act, which are based on the Company's expectations or beliefs,
as well as information currently available to management. When used in this
document, the words "anticipate," "estimate," "expect," and similar expressions
may identify such forward-looking statements. Although the Company believes
that the expectations reflected in any such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Any such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results, performance or
financial condition may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on the
Company's operating results, performance or financial condition are
fluctuations in raw material prices and the economy in general, the degree and
nature of competition, demand for the Company's products, changes in government
regulations, the Company's ability to complete
-3-
<PAGE> 6
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent for the Common Stock is First Union
National Bank of North Carolina, Charlotte, North Carolina.
LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock
offered hereby will be passed on for the Company by Robinson, Bradshaw &
Hinson, P.A., Charlotte, North Carolina. Russell M. Robinson, II, a
shareholder in the firm of Robinson, Bradshaw & Hinson, P.A., is Chairman of
the Board of Directors of the Company. Robinson, Bradshaw & Hinson, P.A. is
the Company's principal outside legal counsel. Certain members of such firm
beneficially owned approximately 118,355 shares of the Company's Common Stock
as of the date of this Prospectus.
EXPERTS
The consolidated financial statements and schedule incorporated by
reference in this Prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference in reliance upon the authority of said firm as experts.
-6-
<PAGE> 7
__________________________
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained
in this Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, to any person in any jurisdiction in which such offer or solicitation
is not authorized, or in which the person making such offer or solicitation is
not qualified to do so, or to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any date subsequent to the date
hereof.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
REGISTRAR AND TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
800,000 SHARES
CARAUSTAR INDUSTRIES, INC.
COMMON STOCK
============
PROSPECTUS
-----------
July 18, 1997
<PAGE> 8
ITEM 21. EXHIBITS.
The following is a list of all the exhibits filed as part of the
Registration Statement.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
<S> <C> <C>
2.01 - Contribution Agreement between Tenneco Packaging Inc. and Caraustar Industries, Inc. regarding the
information of a Partnership, dated as of June 21, 1996 (including Annex A, Form of Partnership
Agreement), as amended by Amendment to Contribution Agreement dated July 15, 1996 (Incorporated by
reference - Exhibit 2 to Current Report on Form 8-K dated July 15, 1996 [SEC File No. 0-20646])
3.01 - Amended and Restated Articles of Incorporation of the Company (Incorporated by reference - Exhibit 3.01
to Annual Report for 1992 on Form 10-K [SEC File No. 0-20646])
3.02* - Second Amended and Restated Bylaws of the Company
4.01 - Specimen Common Stock Certificate (Incorporated by reference - Exhibit 4.01 to Registration
Statement on Form S-1 [SEC File No. 33-50582])
4.02 - Articles 3 and 4 of the Company's Amended and Restated Articles of Incorporation
(Incorporated by reference - included in Exhibit 3.01 to Annual Report for 1992 on Form 10-K
[SEC File No. 0-20646])
4.03 - Article II of the Company's Second Amended and Restated Bylaws (Incorporated by reference -
included in Exhibit 3.02 to Annual Report for 1992 on Form 10-K [SEC File No. 0-20646])
4.04 - Rights Agreement, dated as of April 9, 1995, between Caraustar Industries, Inc. and First
Union National Bank of North Carolina, as Rights Agent (Incorporated by reference - Exhibit
1 to Current Report on Form 8-K dated April 19, 1995 [SEC File No. 0-20646])
5.1* - Opinion of Robinson, Bradshaw & Hinson, P.A.
10.01 - Credit Agreement dated as of June 2, 1995, by and among the Company, the Banks signatory thereto from
time to time, NationsBank, N.A. (Carolinas) as Administrative and Managing Agent, Bankers Trust Company,
as Managing Agent and CIBC, Inc., as Co-Agent, as amended by First Amendment to Credit Agreement,
dated as of July 31, 1995 (Incorporated by reference - Exhibit 10.01 to Report on Form 10-Q for the
quarter ended September 30, 1995 [SEC File No. 0-20646])
10.02 - Note Agreement, dated as of October 1, 1992, between the Company and the Prudential Insurance Company
of America, regarding the Company's 7.89% Senior Subordinated Notes (Incorporated by reference - Exhibit
10.02 to Annual Report on for 1992 Form 10-K [SEC File No. 0-20646])
10.03 - Amendment Agreement, dated as of June 2, 1995, between the Company and the Prudential Insurance Company
of America regarding the Company's 7.89% Senior Subordinated Notes (Incorporated by reference -
Exhibit 10.03 to Report on Form 10-Q for the quarter ended September 30, 1995 [SEC File No. 0-20646])
10.4 - Employment Agreement, dated December 31, 1990, between the Company and Thomas V. Brown (Incorporated by
reference - Exhibit 10.06 to Registration Statement on Form S-1 [SEC File No. 33-50582])
10.5 - Asset Purchase Agreement, dated August 7, 1992, between the Company and Domtar Gypsum Inc. (Incorporated
by reference - Exhibit 10.07 to Registration Statement on Form S-1 [SEC File No. 33-50582])
10.6 - Deferred Compensation Plan, together with copies of existing individual deferred compensation agreements
(Incorporated by reference - Exhibit 10.08 to Registration Statement on Form S-1 [SEC File No.
33-50582])
10.7 - 1987 Executive Stock Option Plan (Incorporated by reference - Exhibit 10.09 to Registration Statement on
Form S-1 [SEC File No. 33-50582])
10.8 - 1993 Key Employees' Share Ownership Plan (Incorporated by reference - Exhibit 10.10 to Registration
Statement on Form S-1 [SEC File No. 33-50582])
10.9 - Energy Purchase Agreement, dated December 18, 1989, between Camden Paperboard Corporation and Camden
Cogen, L.P. (Incorporated by reference - Exhibit 10.11 to Registration Statement on Form S-1 [SEC File
No. 33-50582])
10.10 - Incentive Bonus Plan of the Company (Incorporated by reference - Exhibit 10.10 to Annual Report for 1993
on Form 10-K [SEC File No. 0-20646])
10.11 - Agreement and Plan of Merger, dated as of September 13, 1995, among the Company, CSAR Acquisition, Inc.,
GAR Holding Company and each of the stockholders, warrantholders and optionees of GAR Holding Company,
as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of October 31, 1995 (Incorporated
by reference - Exhibit 10.11 to Report on Form 10-Q for the quarter ended September 30, 1995 [SEC File
No. 0-20646])
10.12 - 1996 Director Equity Plan of the Company (Incorporated by reference - Exhibit 10.12 to Report on Form
10-Q for the quarter ended March 31, 1996 [SEC File No. 0-20646])
11.01 - Computation of Earnings per share (Incorporated by reference - Exhibit 11.01 to Report on Form 10-Q for
the quarter ended March 31, 1997 [SEC File No. 0-20646])
23.1* - Consent of Arthur Andersen LLP
23.2* - Consent of Robinson, Bradshaw & Hinson, P.A. (included in Exhibit 5.1)
24** - Power of Attorney (included on the signature pages of the Registration Statement as initially filed).
</TABLE>
* Filed herewith.
** Previously filed.
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows:
(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) 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, represents 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 the
undertakings in subparts (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by such subparts is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference into this
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;
II-3
<PAGE> 9
(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.
(4) 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.
(5) 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.
(6) That prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the registrant undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reoffering by persons who may be deemed underwriters, in addition to
the information called for by the other Items of the applicable form.
(7) That every prospectus (i) that is filed pursuant to paragraph (6)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes 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.
(8) With respect to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the registration statement through the date of responding to the request.
(9) To supply by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein, that was not
the subject of and included in the registration statement when it became
effective.
II-4
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement or amendment thereto to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Austell, State of Georgia on July 17, 1997.
CARAUSTAR INDUSTRIES, INC.
By: /s/ H. Lee Thrash, III
------------------------------------------
H. Lee Thrash, III
Vice President and Chief Financial
Officer-Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons and in the capacities indicated on July 17, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C> <C>
/s/ Thomas V. Brown*
-----------------------------------------
Thomas V. Brown Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ H. Lee Thrash, III
-----------------------------------------
H. Lee Thrash, III Director, Vice President and Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
/s/ Russell M. Robinson, II*
-----------------------------------------
Russell M. Robinson, II Chairman of the Board of Directors
/s/ Ralph M. Holt, Jr.*
-----------------------------------------
Ralph M. Holt, Jr. Director
/s/ Maxine Francis Forrest*
- ------------------------------------------
Maxine Francis Forrest Director
</TABLE>
* By: /s/ H. Lee Thrash, III
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H. Lee Thrash, III, Attorney-in-Fact
II-5
<PAGE> 1
EXHIBIT 3.02
INDEX OF SECOND AMENDED AND RESTATED BYLAWS
OF
CARAUSTAR INDUSTRIES, INC.
<TABLE>
<CAPTION>
ARTICLE I.
<S> <C> <C>
OFFICES:
Section 1. Principal Office.
Section 2. Registered Office.
Section 3. Other Offices.
ARTICLE II.
MEETINGS OF SHAREHOLDERS:
Section 1. Place of Meetings.
Section 2. Annual Meetings.
Section 3. Substitute Annual Meeting.
Section 4. Special Meetings.
Section 5. Notice of Meetings.
Section 6. Waiver of Notice.
Section 7. Voting Lists.
Section 8. Voting Group.
Section 9. Quorum.
Section 10. Proxies.
Section 11. Voting of Shares.
Section 12. Informal Action by Shareholders.
Section 13. Shareholder Protection Act.
Section 14. Control Share Acquisition Act.
Section 15. Actions to be Taken at an Annual
Meeting of Shareholders.
ARTICLE III.
BOARD OF DIRECTORS:
Section 1. General Powers
Section 2. Number, Term and Qualifications.
Section 3. Nomination and Election of Directors.
Section 4. Removal.
Section 5. Vacancies.
Section 6. Chairman of Board.
Section 7. Compensation.
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
ARTICLE IV.
<S> <C>
MEETINGS OF DIRECTORS:
Section 1. Regular Meetings.
Section 2. Special Meetings.
Section 3. Notice of Meetings.
Section 4. Waiver of Notice.
Section 5. Quorum.
Section 6. Manner of Acting.
Section 7. Presumption of Assent.
Section 8. Informal Action by Directors.
Section 9. Committees.
ARTICLE V.
OFFICERS:
Section 1. Officers of the Corporation.
Section 2. Appointment and Term.
Section 3. Compensation of Officers.
Section 4. Removal.
Section 5. Resignation.
Section 6. Bonds.
Section 7. Chairman.
Section 8. President.
Section 9. Vice-Presidents.
Section 10. Secretary.
Section 11. Assistant Secretaries.
Section 12. Treasurer.
Section 13. Assistant Treasurers.
ARTICLE VI.
CONTRACTS, LOANS, CHECKS AND DEPOSITS:
Section 1. Contracts.
Section 2. Loans.
Section 3. Checks and Drafts.
Section 4. Deposits.
ARTICLE VII.
CERTIFICATES FOR SHARES AND THEIR TRANSFER:
Section 1. Certificates for Shares.
Section 2. Transfer of Shares.
Section 3. Lost Certificate.
Section 4. Fixing Record Date.
Section 5. Holder of Record.
Section 6. Shares Held by Nominees.
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
Section 7. Treasury Shares.
ARTICLE VIII.
INDEMNIFICATION:
Section 1. Indemnification of Directors and
Officers.
Section 2. Advancement of Expenses.
Section 3. Settlements.
Section 4. Benefit of Provisions.
Section 5. Authorization.
ARTICLE IX.
GENERAL PROVISIONS:
Section 1. Distributions.
Section 2. Seal.
Section 3. Fiscal Year.
Section 4. Amendments.
Section 5. Definitions.
</TABLE>
<PAGE> 4
SECOND AMENDED AND RESTATED BYLAWS
OF
CARAUSTAR INDUSTRIES, INC.
ARTICLE I.
OFFICES
Section 1. Principal Office. The principal office of the
corporation shall be located at such place as the
Board of Directors may fix from time to time.
Section 2. Registered Office. The registered office of the
corporation required by law to be maintained in
the State of North Carolina may be, but need not
be, identical with the principal office.
Section 3. Other Offices. The corporation may have offices
at such other places, either within or without the
State of North Carolina, as the Board of Directors
may designate or as the affairs of the corporation
may require from time to time.
ARTICLE II.
MEETING OF SHAREHOLDERS
Section 1. Place of Meetings. All meetings of shareholders
shall be held at the principal office of the
corporation, or at such other place either within
or without the State of North Carolina, as shall
be designated in the notice of the meeting or
agreed upon by a majority of the shareholders
entitled to vote thereat.
Section 2. Annual Meetings. The annual meeting of
shareholders for the purpose of electing directors
of the corporation and for the transaction of such
other business as may be properly brought before
the meeting shall be held at 9:00 a.m. on the
third Wednesday in April of each year, or at such
time and on such date as the Board of Directors
may determine. If the third Wednesday in April
shall be a legal holiday, such meeting shall be
held on the next succeeding business day, unless
the Board of Directors shall determine otherwise.
Section 3. Substitute Annual Meeting. If the annual meeting
shall not be held on the day designated by these
bylaws, a substitute annual meeting may be called
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<PAGE> 5
in accordance with the provisions of Section 4 of
this Article II. A meeting so called shall be
designated and treated for all purposes as the
annual meeting.
Section 4. Special Meetings. Special meetings of the
shareholders may be called at any time by the
Chairman, President, Secretary or Board of
Directors of the corporation.
Section 5. Notice of Meetings. Written or printed notice
stating the time and place of the meeting shall be
delivered not less than ten nor more than sixty
days before the date of any shareholders' meeting,
either by personal delivery, or by telegraph,
teletype, or other form of wireless communication,
or by facsimile transmission, or by mail or
private carrier, by or at the direction of the
Board of Directors, the Chairman, President,
Secretary, or other person calling the meeting, to
each shareholder entitled to vote at such meeting;
provided that such notice must be given to all
shareholders with respect to any meeting at which
a merger or share exchange is to be considered and
in such other instances as required by law. If
mailed, such notice shall be deemed to be
delivered when deposited in the United States
mail, correctly addressed to the shareholder at
his address as it appears on the record of
shareholders of the corporation, with postage
thereon prepaid.
In the case of a special meeting, the notice of
meeting shall specifically state the purpose or
purposes for which the meeting is called; but, in
the case of an annual or substitute annual meeting,
the notice of meeting need not specifically state
the business to be transacted thereat unless such a
statement is required by provisions of the North
Carolina Business Corporation Act.
When a meeting is adjourned to a different date,
time, or place, notice need not be given of the new
date, time, or place if the new date, time, or
place is announced at the meeting before
adjournment and if a new record date is not fixed
for the adjourned meeting; but if a new record date
is fixed for the adjourned meeting (which must be
done if the new date is more than 120 days after
the date of the original meeting), notice of the
adjourned meeting must be given as provided in
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<PAGE> 6
this section to persons who are shareholders as of
the new record date.
Section 6. Waiver of Notice. Any shareholder may waive
notice of any meeting before or after the meeting.
The waiver must be in writing, signed by the
shareholder, and delivered to the corporation for
inclusion in the minutes or filing with the
corporate records. A shareholder's attendance in
person or by proxy, at a meeting (a) waives
objection to lack of notice or defective notice of
the meeting, unless the shareholder or his proxy
at the beginning of the meeting objects to holding
the meeting or transacting business at the
meeting, and (b) waives objection to consideration
of a particular matter at the meeting that is not
within the purpose or purposes described in the
meeting notice, unless the shareholder or his
proxy objects to considering the matter before it
is voted upon.
Section 7. Voting Lists. Before each meeting of shareholders
the Secretary of the corporation shall prepare an
alphabetical list of the shareholders entitled to
notice of such meeting, arranged by voting group,
with the address of and number of shares held by
each. The list shall be kept on file at the
principal office of the corporation for the
period beginning two business days after notice of
the meeting is given and continuing through the
meeting, and shall be subject to inspection by any
shareholder, his agent or attorney at any time
during the usual business hours. This list shall
also be produced and kept open at the time and
place of the meeting and shall be subject to
inspection by any shareholder, his agent or
attorney, during the whole time of the meeting or
any adjournment thereof.
Section 8. Voting Group. All shares of one or more classes
or series that under the articles of incorporation
or the North Carolina Business Corporation Act are
entitled to vote and be counted together
collectively on a matter at a meeting of
shareholders constitute a voting group. All
shares entitled by the articles of incorporation
or the North Carolina Business Corporation Act to
vote generally on a matter are for that purpose a
single voting group. Classes or series of shares
shall not be entitled to vote separately by voting
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<PAGE> 7
group unless expressly authorized by the articles
of incorporation or specifically required by law.
Section 9. Quorum. A majority of votes entitled to be cast
on a matter by a voting group constitutes a quorum
of that voting group for action on that matter.
Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes
for the remainder of the meeting and for any
adjournment of that meeting unless a new record
date is or must be set for that adjourned meeting.
In the absence of a quorum at the opening of any
meeting of shareholders, such meeting may be
adjourned from time to time by a vote of the
majority of the votes cast on the motion to
adjourn; and, subject to the provisions of Section
5 of this Article II, at any adjourned meeting at
which a quorum is present, any business may be
transacted which might have been transacted at the
original meeting.
Section 10. Proxies. Shares may be voted either in person or
by one or more agents authorized by a written
proxy executed by the shareholder or by his duly
authorized attorney in fact. A proxy is not valid
after the expiration of eleven months from the
date of its execution, unless the person executing
it specifies therein the length of time for which
it is to continue in force, or limits its use to a
particular meeting.
Section 11. Voting of Shares. Each outstanding share entitled
to vote shall be entitled to one vote on each
matter submitted to a vote at a meeting of
shareholders.
Except in the election of directors as governed by
provisions in Section 3 of Article III, if a quorum
exists, action on a matter by a voting group is
approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing
the action, unless a greater vote number is
required by law or by the articles of incorporation
or bylaws of this corporation.
Shares of its own stock owned by the corporation
directly or indirectly, through a subsidiary
corporation or otherwise, shall not be voted at any
meeting and shall not be counted in determining the
total number of outstanding shares
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<PAGE> 8
at a given time, provided that this provision does
not limit the power of the corporation to vote its
own shares held by it in a fiduciary capacity.
Section 12. Informal Action by Shareholders. Any action which
may be taken at a meeting of the shareholders may
be taken without a meeting if consent in writing,
setting forth the action so taken, shall be signed
by all of the persons who would be entitled to
vote upon such action at a meeting, and filed with
the Secretary of the corporation to be kept as
part of the corporate records.
Section 13. Shareholder Protection Act. The provisions of
Article 9 of Chapter 55 of the General Statutes of
North Carolina, entitled "The North Carolina
Shareholder Protection Act," shall not apply to the
corporation.
Section 14. Control Share Acquisition Act. The provisions of
Article 9A of Chapter 55 of the General Statutes of
North Carolina, entitled "The North Carolina
Control Share Acquisition Act," shall not apply to
the corporation.
Section 15. Actions to be Taken at an Annual Meeting of
Shareholders. No business shall be transacted at
an annual meeting of shareholders, except such
business as shall be (a) specified in the notice
of meeting given as provided in Section 5 of this
Article II, (b) otherwise brought before the
meeting by or at the direction of the Board of
Directors, or (c) otherwise brought before the
meeting by a shareholder of record entitled to
vote at the meeting, in compliance with the
procedure set forth in this Section 15. For
business to be brought before an annual meeting by
a shareholder pursuant to (c) above, the
shareholder must have given timely notice in
writing to the Secretary. To be timely, a
shareholder's notice must be delivered to, or
mailed to and received at, the principal office of
the corporation not less than 60 days nor more
than 90 days prior to the meeting; provided,
however, that if less than 70 days' notice or
prior public disclosure of the date of the meeting
is given or made to shareholders, notice by the
shareholder will be timely if received not later
than the close of business on the tenth day
following the day on which such notice of the date
of the meeting or such public disclosure was given
or made. Notice of the date of the meeting shall
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<PAGE> 9
be deemed to have been given by the corporation
more than 70 days in advance of the annual meeting
if the annual meeting is called on the date
indicated by Section 2 of this Article II without
regard to when notice or public disclosure thereof
is made. Notice of actions to be brought before the
annual meeting pursuant to (c) above shall set
forth as to each matter the shareholder proposes to
bring before the annual meeting (i) a brief
description of the business desired to be brought
before the annual meeting and the reasons for
bringing such business before the annual meeting,
(ii) the name and address, as they appear on the
corporation's books, of each shareholder proposing
such business, (iii) the classes and number of
shares of the corporation that are owned of record
and beneficially by such shareholder, and (iv) any
material interest of such shareholder in such
business other than his interest as a shareholder
of the corporation. Notwithstanding anything in
these bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance
with the provisions set forth in this Section 15.
If the chairman of the annual meeting determines
that any business was not properly brought before
the meeting in accordance with provisions
prescribed by these bylaws, he shall so declare to
the meeting, and to the extent permitted by law any
such business not properly brought before the
meeting shall not be transacted.
ARTICLE III.
BOARD OR DIRECTORS
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its Board of
Directors.
Section 2. Number, Term and Qualifications. The number of
directors constituting the Board of Directors
shall be not less than nine (9) nor more than
fifteen (15) as may be fixed or changed from time
to time, within the minimum and the maximum, by
the shareholders or by the Board of Directors.
Directors need not be residents of the State of
North Carolina or shareholders of the corporation.
The directors shall be divided into three classes,
as nearly equal in number as may be, to serve in
the first instance until the annual meeting of
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<PAGE> 10
shareholders to be held in 1993, 1994 and 1995,
respectively. At each successive annual meeting of
shareholders beginning in 1993, the successors to
the class of directors whose terms expire at that
time shall be elected to serve for terms of three
years. In the event of any increase or decrease in
the number of directors, the additional or
eliminated directorships shall be so classified or
chosen that all classes of directors shall remain
or become as nearly equal in number as may be. The
term of a director elected to fill a vacancy
expires when the term of the vacating director
would have expired had the vacating director served
a full term. A decrease in the number of directors
does not shorten an incumbent director's term.
Despite the expiration of a director's term, such
director shall continue to serve until a successor
shall be elected and qualified or until there is a
decrease in the number of directors.
Section 3. Nomination and Election of Directors. Except as
provided in Section 5 of this Article III,
directors shall be elected at the annual meeting
of shareholders in accordance with the provisions
of Section 2 of this Article III; and those
persons who receive the highest number of votes
shall be deemed to have been elected. If any
shareholder so demands, the election of directors
shall be by ballot.
Only persons who are nominated in accordance with
the provisions set forth in these bylaws shall be
eligible to be elected as directors at an annual or
special meeting of shareholders. Nomination for
election to the Board of Directors shall be made by
the Board of Directors or a Nominating Committee
appointed by the Board of Directors.
Nomination for election of any person to the Board
of Directors may also be made if written notice of
the nomination of such person shall have been
delivered to the Secretary of the corporation at
the principal office of the corporation not later
than the close of business on the fifth business
day following the date on which notice is first
given to shareholders of the meeting at which such
election is to be held. Each such notice shall set
forth: (a) the name and address of the shareholder
who intends to make the nomination and of the
person or persons to be nominated; (b) a
representation that the shareholder is a holder of
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<PAGE> 11
record of shares of the corporation entitled to
vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a
description of all arrangements or understandings
between the shareholder and each nominee and any
other person or persons (naming such person or
persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d)
such other information regarding each nominee
proposed by such shareholder as would be required
to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or
intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to
serve as a director of the corporation if so
elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made
in compliance with the foregoing procedure.
Section 4. Removal. A director may be removed only for cause
by a vote of the shareholders if the number of
votes cast to remove such director exceeds the
number of votes cast not to remove him. If a
director is elected by a voting group of
shareholders, only the shareholders of that voting
group may participate in the vote to remove him.
A director may not be removed by the shareholders
at a meeting unless the notice of the meeting
states that the purpose, or one of the purposes,
of the meeting is removal of the director. If any
directors are so removed, new directors may be
elected at the same meeting.
Section 5. Vacancies. Any vacancy occurring in the Board of
Directors, including without limitation a vacancy
resulting from an increase in the number of
directors or from the failure by the shareholders
to elect the full authorized number of directors,
may be filled by the shareholders or by the Board
of Directors, whichever group shall act first. If
the directors remaining in office do not
constitute a quorum, the directors may fill the
vacancy by the affirmative vote of a majority of
the remaining directors. If the vacant office was
held by a director elected by a voting group, only
the remaining director or directors elected by
that voting group or the holders of shares of that
voting group are entitled to fill the vacancy.
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Section 6. Chairman of Board. There may be a Chairman of the
Board of Directors elected by the directors from
their number at any meeting of the Board. The
Chairman shall preside at all meetings of the
Board of Directors and perform such other duties
as may be directed by the Board.
Section 7. Compensation. The Board of Directors may
compensate directors for their services as such
and may provide for the payment of any or all
expenses incurred by directors in connection with
such services.
ARTICLE IV.
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. A regular meeting of the Board
of Directors shall be held immediately after, and
at the same place as, the annual meeting of
shareholders. In addition, the Board of Directors
may provide, by resolution, the time and place,
either within or without the State of North
Carolina, for the holding of additional regular
meetings.
Section 2. Special Meetings. Special meetings of the Board
of Directors may be called by or at the request of
the Chairman, the President or any two directors.
Such meeting may be held within or without the
State of North Carolina, as fixed by the person or
persons calling the meeting.
Section 3. Notice of Meetings. Regular meetings of the Board
of Directors may be held without notice.
The person or persons calling a special meeting of
the Board of Directors shall, at least two days
before the meeting, give notice thereof by any
usual means of communication. Such notice need not
specify the purpose for which the meeting is
called.
Section 4. Waiver of Notice. Any director may waive notice
of any meeting which waiver must be in writing and
signed by the director and should be filed with
the minutes or the corporation's records. The
attendance by a director at a meeting shall
constitute a waiver of notice of such meeting
unless the director at the beginning of the
meeting, or promptly upon arrival, objects to
holding the meeting or to transacting business at
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the meeting and does not thereafter vote for or
assent to action taken at the meeting.
Section 5. Quorum. A majority of the number of directors
fixed pursuant to these bylaws shall constitute a
quorum for the transaction of business at any
meeting of the Board of Directors.
Section 6. Manner of Acting. Except as otherwise provided in
these bylaws, the act of the majority of the
directors present at a meeting at which a quorum
is present shall be the act of the Board of
Directors.
Section 7. Presumption of Assent. A director of the
corporation who is present at a meeting of the
Board of Directors at which action on any
corporate matter is taken shall be presumed to
have assented to the action taken unless his
contrary vote is recorded or his dissent or
abstention is otherwise entered in the minutes of
the meeting or unless he shall file his written
dissent or abstention to such action with the
person acting as the secretary of the meeting
before the adjournment thereof or shall forward
such dissent or abstention by registered mail to
the Secretary of the corporation immediately after
the adjournment of the meeting. Such right to
dissent or abstention is not available to a
director who voted in favor of such action.
Section 8. Informal Action by Directors. An action taken
without a meeting is nevertheless an action of the
Board of Directors if written consent to the
action in question is signed by all the directors
and filed with the minutes of the proceedings of
the Board, whether done before or after the action
so taken.
Section 9. Committees. The Board of Directors may create an
Executive Committee, a Nominating Committee and
other committees of the board and appoint members
of the Board of Directors to serve on them. The
creation of a committee of the board and
appointment of members to it must be approved by
the greater of (a) a majority of the number of
directors in office when the action is taken or
(b) the number of directors required to take
action pursuant to Section 6 of this Article IV.
Each committee of the board must have two or more
members and, to the extent authorized by law and
specified by the Board of Directors, shall have
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and may exercise all of the authority of the Board
of Directors in the management of the corporation.
Any vacancy occurring in a committee shall be
filled by the vote of a majority of the number of
directors fixed pursuant to these bylaws at a
regular or special meeting of the Board of
Directors. Any member of a committee may be removed
at any time with or without cause by a majority of
the number of directors fixed pursuant to these
bylaws. Each committee shall keep regular minutes
of its proceedings and report to the Board of
Directors when required. If action taken by a
committee is not thereafter formally considered by
the Board of Directors, a director may dissent from
such action by filing his written objection with
the Secretary with reasonable promptness after
learning of such action. The provisions in these
bylaws governing meetings, action without meetings,
notice and waiver of notice, and quorum and voting
requirements of the Board of Directors apply to
committees of the Board of Directors established
under this section.
ARTICLE V.
OFFICERS
Section 1. Officers of the Corporation. The officers of the
corporation shall consist of a Chairman (if the
Board of Directors chooses to elect a Chairman in
accordance with Section 6 of Article III), a
President, a Secretary, a Treasurer and such Vice-
Presidents, Assistant Secretaries, Assistant
Treasurers, and other offices as the Board of
Directors may from time to time elect. Any two or
more offices may be held by the same person, but
no officer may act in more than one capacity where
action of two or more officers is required.
Section 2. Appointment and Term. The officers of the
corporation shall be appointed by the Board of
Directors and each officer shall hold office until
his death, resignation, retirement, removal,
disqualification or his successor shall have been
appointed.
Section 3. Compensation of Officers. The compensation of all
officers of the corporation shall be fixed by the
Board of Directors and no officer shall serve the
corporation in any other capacity and receive
compensation therefor unless such additional
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compensation be authorized by the Board of
Directors. The appointment of an officer does not
itself create contract rights.
Section 4. Removal. Any officer or agent appointed by the
Board of Directors may be removed by the Board
whenever in its judgment the best interests of the
corporation will be served thereby; but such
removal shall be without prejudice to the contract
rights, if any, of the person so removed.
Section 5. Resignation. An officer may resign at any time by
communicating his resignation to the corporation,
orally or in writing. A resignation is effective
when communicated unless it specifies in writing a
later effective date. If a resignation is made
effective at a later date that is accepted by the
corporation, the Board of Directors may fill the
pending vacancy before the effective date if the
Board provides that the successor does not take
office until the effective date. An officer's
resignation does not affect the corporation's
contract rights, if any, with the officer.
Section 6. Bonds. The Board of Directors may by resolution
require any officer, agent, or employee of the
corporation to give bond to the corporation, with
sufficient sureties, conditioned on the faithful
performance of the duties of his respective office
or position, and to comply with such other
conditions as may from time to time be required by
the Board of Directors.
Section 7. Chairman. The Chairman shall preside at all
meetings of the Board of Directors and perform
such other duties as may be directed by the Board.
Section 8. President. The President shall be the principal
executive officer of the corporation and, subject
to the control of the Board of Directors, shall in
general supervise and control all of the business
and affairs of the corporation. He shall, when
present, preside at all meetings of the
shareholders. He shall sign, with the Secretary,
an Assistant Secretary, or any other proper
officer of the corporation thereunto authorized by
the Board of Directors, certificates for shares of
the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of
Directors has authorized to be executed, except in
cases where the signing and execution thereof
shall be expressly delegated by the Board of
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Directors or by these bylaws to some other officer
or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in
general he shall perform all duties incident to the
office of President and such other duties as may be
prescribed by the Board of Directors from time to
time.
Section 9. Vice-Presidents. In the absence of the President
or in the event of his death, inability or refusal
to act, the Vice-Presidents in the order of their
length of services as Vice-Presidents, unless
otherwise determined by the Board of Directors,
shall perform the duties of the President, and
when so acting shall have all the powers of and be
subject to all the restrictions upon the
President. Any Vice-President may sign, with the
Secretary or an Assistant Secretary, certificates
for shares of the corporation; and shall perform
such other duties as from time to time may be
assigned to him by the President or Board of
Directors.
Section 10. Secretary. The Secretary shall: (a) keep the
minutes of the meetings of the shareholders, of
the Board of Directors and the Executive Committee
in one or more books provided for that purpose;
(b) see that all notices are duly given in
accordance with the provisions of these bylaws or
as required by law; (c) be custodian of the
corporate records and of the seal of the
corporation and see that the seal of the
corporation is affixed to all documents the
execution of which on behalf of the corporation
under its seal is duly authorized; (d) keep a
register of the post office address of each
shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the
President or a Vice-President, certificates for
shares of the corporation, the issuance of which
shall have been authorized by resolution of the
Board of Directors; (g) keep or cause to be kept
in the State of North Carolina at the
corporation's registered office or principal place
of business a record of the corporation's
shareholders, giving the names and addresses of
all shareholders and the number and class of
shares held by each, and prepare or cause to be
prepared voting lists prior to each meeting of
shareholders as required by law; (h) attest the
signature or certify the incumbency or signature
of any officer of the corporation; and (i) in
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general perform all duties incident to the office
of Secretary and such other duties as from time to
time may be assigned to him by the President or by
the Board of Directors.
Section 11. Assistant Secretaries. In the absence of the
Secretary or in the event of his death, inability
or refusal to act, the Assistant Secretaries in
the order of their length of service as Assistant
Secretary, unless otherwise determined by the
Board of Directors, shall perform the duties of
the Secretary, and when so acting shall have all
the power of and be subject to all the
restrictions upon the Secretary. They shall
perform such other duties as may be assigned to
them by the Secretary, by the President, or by the
Board of Directors. Any Assistant Secretary may
sign, with the President or a Vice-President,
certificates for shares of the corporation.
Section 12. Treasurer. The Treasurer shall: (a) have charge
and custody of and be responsible for all funds
and securities of the corporation; receive and
give receipts for moneys due and payable to the
corporation from any source whatsoever, and
deposit all such moneys in the name of the
corporation in such depositories as shall be
selected in accordance with the provisions of
Section 4 of Article VI of these bylaws; (b)
prepare, or cause to be prepared, a true statement
of the corporation's assets and liabilities as of
the close of each fiscal year, all in reasonable
detail, which statement shall be made and filed at
the corporation's registered office or principal
place of business in the State of North Carolina
within four months after the end of such fiscal
year and thereat kept available for a period of at
least ten years; and (c) in general perform all
the duties incident to the office of Treasurer and
such other duties as from time to time may be
assigned to him by the President or by the Board
of Directors, or by these bylaws.
Section 13. Assistant Treasurers. In the absence of the
Treasurer or in the event of his death, inability
or refusal to act, the Assistant Treasurers in the
order of their length of service as Assistant
Treasurer, unless otherwise determined by the
Board of Directors shall perform the duties of the
Treasurer, and when so acting shall have all the
powers of and be subject to all restrictions upon
the Treasurer. They shall perform such other
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duties as may be assigned to them by the
Treasurer, by the President, or by the Board of
Directors.
ARTICLE VI.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, to enter
into any contract or execute and deliver any
instrument in the name of and on behalf of the
corporation, and such authority may be general or
confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of
the corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such
authority may be general or confined to specific
instances.
Section 3. Checks and Drafts. All checks, drafts or other
orders for the payment of money, issued in the
name of the corporation, shall be signed by such
officer or officers, agent or agents of the
corporation and in such manner as shall from time
to time be determined by resolution of the Board
of Directors.
Section 4. Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to
time to the credit of the corporation in such
depositories as the Board of Directors may select.
ARTICLE VII.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates
representing shares of the corporation shall be in
such form as shall be determined by the Board of
Directors. The corporation shall issue and
deliver to each shareholder certificates
representing all fully paid shares owned by him.
Certificates shall be signed by the President or a
Vice-President and by the Secretary or Treasurer
or an Assistant Secretary or Assistant Treasurer.
All certificates for shares shall be consecutively
numbered or otherwise identified. The name and
address of the person to whom the shares
represented thereby are issued, with the number
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and class of shares and the date of issue, with the
number and class of shares and the date of issue,
shall be entered on the stock transfer books of the
corporation.
Section 2. Transfer of Shares. Transfer of the shares of the
corporation shall be made only on the stock
transfer books of the corporation by the holder of
record therefor by his legal representative, who
shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized
by power of attorney duly executed and filed with
the Secretary, and on surrender for cancellation
of the certificate for such shares.
Section 3. Lost Certificate. The Board of Directors may
direct a new certificate to be issued in place of
any certificate theretofore issued by the
corporation claimed to have been lost or
destroyed, upon receipt of any affidavit of such
fact from the person claiming the certificate to
have been lost or destroyed. When authorizing
such issue of a new certificate, the Board of
Directors shall require that the owner of such
lost or destroyed certificate, or his legal
representative, give the corporation a bond in
such sum as the Board may direct as indemnity
against any claim that may be made against the
corporation with respect to the certificate
claimed to have been lost or destroyed, except
where the Board of Directors by resolution finds
that in the judgment of the directors the
circumstances justify omission of a bond.
Section 4. Fixing Record Date. The Board of Directors may
fix a future date as the record date for one or
more voting groups in order to determine the
shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote, or
to take any other action. Such record date may
not be more than seventy days before the meeting
or action requiring a determination of
shareholders. A determination of shareholders
entitled to notice of or to vote at a
shareholders' meeting is effective for any
adjournment of the meeting unless the Board of
Directors fixes a new record date for the
adjourned meeting, which it must do if the meeting
is adjourned to a date more than 120 days after
the date fixed for the original meeting.
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If no record date is fixed by the Board of
Directors for the determination of shareholders
entitled to notice of or to vote at a meeting of
shareholders, the close of business on the day
before the first notice of the meeting is delivered
to shareholders shall be the record date for such
determination of shareholders.
The Board of Directors may fix a date as the record
date for determining shareholders entitled to a
distribution or share dividend. If no record date
is fixed by the Board of Directors for such
determination, it is the date the Board of
Directors authorizes the distribution or share
dividend.
Section 5. Holder of Record. Except as otherwise required by
law, the corporation may treat the person in
whose name the shares stand of record on its books
as the absolute owner of the shares and the person
entitled to receive notification and
distributions, to vote, and to otherwise exercise
the rights, powers and privileges of such shares.
Section 6. Shares Held by Nominees. The corporation shall
recognize the beneficial owner of shares
registered in the name of a nominee as the owner
and shareholder of such shares for certain
purposes if the nominee in whose name such shares
are registered files with the Secretary a written
certificate in a form prescribed by the
corporation, signed by the nominee, indicating the
following: (i) the name, address, and taxpayer
identification number of the nominee; (ii) the
name, address, and taxpayer identification number
of the beneficial owner; (iii) the number and
class or series of shares registered in the name
of the nominee as to which the beneficial owner
shall be recognized as the shareholder; and (iv)
the purposes for which the beneficial owner shall
be recognized as the shareholder.
The purposes for which the corporation shall
recognize the beneficial owner as the shareholder
may include the following: (i) receiving notice of,
voting at, and otherwise participating in
shareholders' meetings; (ii) executing consents
with respect to the shares; (iii) exercising
dissenters' rights under Article 13 of the Business
Corporation Act; (iv) receiving distributions and
share dividends with respect to the shares; (v)
exercising inspection rights; (vi)
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receiving reports, financial statements, proxy
statements, and other communications from the
corporation; (vii) making any demand upon the
corporation required or permitted by law; and
(viii) exercising any other rights or receiving any
other benefits of a shareholder with respect to the
shares.
The certificate shall be effective ten (10)
business days after its receipt by the corporation
and until it is changed by the nominee, unless the
certificate specifies a later effective time or an
earlier termination date.
If the certificate affects less than all of the
shares registered in the name of the nominee, the
corporation may require the shares affected by the
certificate to be registered separately on the
books of the corporation and be represented by a
share certificate that bears a conspicuous legend
stating that there is a nominee certificate in
effect with respect to the shares represented by
that share certificate.
Section 7. Treasury Shares. Treasury shares of the
corporation shall consist of such shares as have
been issued and thereafter acquired but not
canceled by the corporation. Treasury shares
shall not carry voting or dividend rights.
ARTICLE VIII.
INDEMNIFICATION
Section 1. Indemnification of Directors. The corporation
shall indemnify and hold harmless any person who
at any time serves or has served as a director of
the corporation to the fullest extent from time to
time permitted by law in the event such person is
made, or threatened to be made, a party to any
pending, threatened or completed civil, criminal,
administrative, investigative or arbitrative
action, suit or proceeding, and any appeal therein
(and any inquiry or investigation that could lead
to such action, suit or proceeding), whether or
not brought by or on behalf of the corporation, by
reason of the fact that he is or was a director of
the corporation or serves or served any other
enterprise (including service as trustee or
administrator under any employee benefit plan of
the corporation or of any wholly owned subsidiary
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of the corporation) as a director, officer,
employee or agent at the request of the
corporation. The rights of any director or former
director or hereunder shall, to the fullest extent
from time to time permitted by law, cover all
liability and expense, including without limitation
all attorneys' fees and expenses, judgments, fines,
excise taxes and, subject to Section 3 of this
Article VIII, amounts paid in settlement, and all
expenses incurred by such director or former
director in enforcing his or her rights hereunder.
Section 2. Advancement of Expenses. To the fullest extent
from time to time permitted by law, the
corporation shall pay the expenses of any person
who at any time serves or has served as a director
of the corporation, including attorneys' fees and
expenses, incurred in defending any action, suit
or proceeding described in Section 1 of this
Article VIII in advance of the final disposition
of such action, suit or proceeding.
Section 3. Settlements. The corporation shall not be liable
to indemnify any such director or former director
for any amounts paid in settlement of any
proceeding effected without the corporation's
written consent. The corporation will not
unreasonably withhold its consent in any proposed
settlement.
Section 4. Benefit of Provisions. The rights set forth in
this Article VIII shall inure to the benefit of
any such director or former director, whether or
not he is a director at the time such liabilities
or expenses are imposed or incurred, and whether
or not the claim asserted against him is based
upon matters that antedate the date of adoption of
this Article VIII, and in the event of his death
shall extend to his legal representative. The
rights of directors and former directors under
this Article VIII shall be in addition to and not
exclusive of any other rights to which they may be
entitled under any statute, agreement, insurance
policy or otherwise. Any person who at any time
after the adoption of this Article VIII serves or
has served in any of the capacities described
herein for or on behalf of the corporation shall
be deemed to be doing or to have done so
in reliance upon, and as consideration for, the
rights of indemnification provided herein.
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Section 5. Authorization. The Board of Directors of the
corporation shall take all such action as may be
necessary and appropriate to authorize the
corporation to pay the indemnification required by
this Article VIII, including without limitation,
to the extent needed, making a determination that
indemnification is permissible in the
circumstances and making a good faith evaluation
of the manner in which the claimant for indemnity
acted and of the reasonable amount of indemnity
due him. The Board of Directors may appoint a
committee or special counsel to make such
determination and evaluation. To the extent
needed, the Board of Directors shall give notice
to, and obtain approval by, the shareholders of
the corporation for any decision to indemnify.
ARTICLE IX.
GENERAL PROVISIONS
Section 1. Distributions. The Board of Directors may from
time to time authorize, and the corporation may
grant, distributions and share dividends to its
shareholders pursuant to law and subject to the
provisions of its articles of incorporation.
Section 2. Seal. The corporate seal of the corporation shall
consist of two concentric circles between which is
the name of the corporation and in the center of
which is inscribed SEAL; and such seal, as
impressed on the margin hereof, is hereby adopted
as the corporate seal of the corporation.
Section 3. Fiscal Year. The fiscal year of the corporation
shall be fixed by the Board of Directors.
Section 4. Amendments. Except as otherwise provided in the
articles of incorporation or by law, these bylaws
may be amended or repealed and new bylaws may be
adopted by the affirmative vote of a majority of
the directors then holding office at any regular
or special meeting of the Board of Directors.
No bylaw adopted, amended or repealed by the
shareholders shall be readopted, amended or
repealed by the Board of Directors unless the
articles of incorporation or a bylaw adopted by the
shareholders authorizes the Board of Directors to
adopt, amend or repeal that particular bylaw or the
bylaws generally.
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Section 5. Definitions. Unless the context otherwise
requires, terms used in these bylaws shall have the
meanings assigned to them in the North Carolina
Business Corporation Act to the extent
defined therein.
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EXHIBIT 5.1
ROBINSON, BRADSHAW & HINSON, P.A.
ATTORNEYS AT LAW
ONE INDEPENDENCE CENTER SOUTH CAROLINA OFFICE
101 NORTH TRYON STREET, SUITE 1900 THE GUARDIAN BUILDING
PATRICK S. BRYANT CHARLOTTE,NORTH CAROLINA 28246-1900 ONE LAW PLACE -
(704) 377-8366 SUITE 600
P.O. DRAWER 12070
ROCK HILL, SC 29731
TELEPHONE (704) 377-2536
FAX (704) 378-4000
TELEPHONE (803) 325-2900
FAX (803) 325-2929
July 17, 1997
Caraustar Industries, Inc.
3100 Washington Street
Austell, Georgia 30001
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-4 (No. 333-29937)
(the "Registration Statement") of Caraustar Industries, Inc., a North Carolina
corporation (hereinafter referred to as the "Company"), filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended (the "Act"), up to 800,000 shares of the
Company's Common Stock, par value $.10 per share (the "Shares"), for issuance
from time to time in connection with business acquisitions. We have examined
the Amended and Restated Articles of Incorporation and the Second Amended and
Restated Bylaws, as amended, of the Company, records of proceedings of the
Board of Directors of the Company, and other Company records, together with
applicable certificates of public officials and other documents that we have
deemed relevant.
Based upon the foregoing and subject to the conditions set forth
below, it is our opinion that the Shares, when issued and sold as contemplated
by the Registration Statement, will be legally issued, fully paid and
nonassessable.
The opinions expressed herein are contingent upon the Registration
Statement, as amended, becoming effective under the Securities Act and the
Company's Amended and Restated Articles of Incorporation and Second Amended and
Restated Bylaws not being further amended prior to the issuance of the Shares.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement and to being named therein and in the prospectus that
constitutes a part thereof as attorneys who will pass upon certain legal
matters in connection with the validity of the Shares. In giving such consent,
we do not hereby admit we are in the category of persons whose consent is
required under Section 7 of The Act.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Patrick S. Bryant
---------------------------------
Patrick S. Bryant
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 4, 1997
included in Form 10-K of Caraustar Industries, Inc. for the year ended December
31, 1996, our report dated August 12, 1996 included in Form 8-K/A of Caraustar
Industries, Inc. filed September 25, 1996, our report dated February 6, 1995
included in Form 10-Q/A of Caraustar Industries, Inc. filed December 6, 1995,
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
July 17, 1997
