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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
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CARAUSTAR INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
North Carolina 58-1388387
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3100 Washington Street
P.O. Box 115
Austell, GA 30001
(770) 948-3101
(Address of Principal Executive Offices, including Zip Code)
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CARAUSTAR INDUSTRIES, INC.
1998 KEY EMPLOYEE
INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
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Copy to:
H. LEE THRASH, III
Vice President and Chief Financial Officer
Caraustar Industries, Inc.
3100 Washington Street
P.O. Box 115
Austell, GA 30001
(770) 948-3101
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share (1) Price (1) Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,000,000 $28.16 $56,320,000 $16,615
$0.10 par value (including rights to
purchase Common Stock thereunder and
associated preferred stock purchase
rights under the Rights Agreement
described in the Exhibit list hereto)
</TABLE>
(1) Estimated solely for purpose of calculating the registration pursuant to
Rule 457(h), based on the market value of the Common Stock, par value
$0.10 per share, of Caraustar Industries, Inc. (the "Shares"), which is
the average of the high and low prices of the Shares reported on the
NASDAQ Stock Market on June 24, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Caraustar Industries, Inc. (the "Registrant")
are incorporated by reference in this Registration Statement:
(a) The Registrant's latest annual report on Form 10-K filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above;
(c) The description of the Shares contained in the Registrant's
Registration Statement on Form 8-A, filed with the SEC pursuant to Section 12 of
the Exchange Act, including any amendment or report filed by the Company for the
purpose of updating such description; and
(d) All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold from the
date of filing such documents with the Commission.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed
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document (which 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 Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 55-2-02 of the North Carolina Business Corporation Act
(the ""Business Corporation Act") enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions, the personal
liability of a director for monetary damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's liability for
(i) acts or omissions that the director at the time of the breach knew or
believed to be clearly in conflict with the best interests of the corporation,
(ii) improper distributions as described in Section 55-8-33 of the Business
Corporation Act, (iii) any transaction from which the director derived an
improper personal benefit or (iv) acts or omissions occurring prior to the date
the exculpatory provision became effective. The Registrant's articles of
incorporation limit the personal liability of its directors to the fullest
extent permitted by the Business Corporation Act.
Sections 55-8-50 through 55-8-58 of the Business Corporation Act permit
a corporation to indemnify its directors, officers, employees or agents under
either or both a statutory or nonstatutory scheme of indemnification. Under the
statutory scheme, a corporation may, with certain exceptions, indemnify a
director, officer, employee or agent of the corporation who was, is, or is
threatened to be made, a party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative, or
investigative because of the fact that such person was or is a director,
officer, employee or agent of the corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. This indemnity may include the obligation to pay any
judgment, settlement, penalty, fine (including an excise tax addressed with
respect to an employee benefit plan) or reasonable expenses incurred in
connection with a proceeding (including counsel fees), but no such
indemnification may be granted unless such director, officer, employee or agent
(i) conducted himself in good faith, (ii) reasonably believed (1) that any
action taken in his official capacity with the corporation was in the best
interests of the corporation or (2) that in all other cases his conduct was not
opposed to the corporation's best interests, and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is determined by the board of directors,
a committee of directors, special legal counsel or the shareholders in
accordance with Section 55-8-55 of the Business Corporation Act. A corporation
may not indemnify a director under the statutory scheme in connection with a
proceeding by or in
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the right of the corporation in which the director was adjudged liable to the
corporation or in connection with any other proceeding in which the director was
adjudged liable on the basis of having received an improper personal benefit.
In addition to, and notwithstanding the conditions of and limitations
on, the indemnification described above under the statutory scheme, Section
55-8-57 of the Business Corporation Act permits a corporation to indemnify, or
agree to indemnify, any of its directors, officers, employees or agents against
liability and expenses (including counsel fees) in any proceeding (including
proceedings brought by or on behalf of the corporation) arising out of their
status as such or their activities in such capacities, except for any
liabilities or expenses incurred on account of activities that were, at the time
taken, known or believed by the person to be clearly in conflict with the best
interests of the corporation.
Because the Registrant's bylaws provide for indemnification to the
fullest extent permitted under the Business Corporation Act, the Registrant may
indemnify its directors, officers, employees and agents in advance with either
the statutory or the nonstatutory standard. Additionally, the Registrant is
contractually obligated to indemnify, to the fullest extent permitted by law,
four individuals, three of whom are directors of the Registrant, for liabilities
and expenses incurred through service as directors of Standard Gypsum
Corporation, a subsidiary of the Registrant. These indemnification agreements
are dated July 1, 1987. Two of the four individuals are no longer directors of
the Standard Gypsum Corporation.
Sections 55-8-52 and 55-8-56 of the Business Corporation Act require a
corporation, unless its articles of incorporation provide otherwise, to
indemnify a director or officer who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which such director or officer
was, or was threatened to be, made a party because he is or was a director or
officer of the corporation. Unless prohibited by the articles of incorporation,
a director or officer also may make application and obtain court-ordered
indemnification if the court determines that such director or officer is fairly
and reasonably entitled to such indemnification as provided in Sections 55-8-54
and 55-8-56 of the Business Corporation Act.
Additionally, Section 55-8-57 of the Business Corporation Act
authorizes a corporation to purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation against certain liabilities incurred by such person, whether or not
the corporation is otherwise authorized by the Business Corporation Act to
indemnify that person. The Registrant has purchased and maintains such
insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index on page 10.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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 hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this 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; and
(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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 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.
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(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The undersigned Registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on this 23rd day
of June 1998.
Caraustar Industries, Inc.
By: /s/ H. Lee Thrash, III
------------------------------------------
H. Lee Thrash, III
Vice President and Chief Financial Officer
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POWER OF ATTORNEY
Each undersigned director and officer of Caraustar Industries, Inc.
hereby constitutes and appoints H. Lee Thrash, III and Thomas V. Brown, and each
of them, with full power of substitution and resubstitution, his true and lawful
attorneys-in-fact and agents, for him and in his name, place, and stead, in any
and all capacities, to sign on his behalf any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
any related registration statement (and any amendments thereto) filed pursuant
to Rule 462(b) under the Securities Act, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission, and
grants unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises as fully as to all intents and purposes as
he might or could do in person, and hereby ratifies and confirms all that such
attorneys-in-fact or agents, or any of them, or their substitutes shall lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
Name Title Date
---- ----- ----
/s/ Thomas V. Brown President and Chief June 23, 1998
- ------------------------------------ Executive Officer
Thomas V. Brown (Principal Executive
Officer)
/s/ H. Lee Thrash, III Vice President and Chief June 23, 1998
- ------------------------------------ Financial Officer
H. Lee Thrash, III (Principal Financial
Officer and Accounting
Officer)
/s/ Bob M. Prillaman Director June 18, 1998
- ------------------------------------
Bob M. Prillaman
/s/ Russell M. Robinson, II Chairman of the Board of June 19, 1998
- ------------------------------------ Directors
Russell M. Robinson, II
/s/ Ralph M. Holt, Jr. Director June 22, 1998
- ------------------------------------
Ralph M. Holt, Jr.
/s/ James H. Hance, Jr. Director June 22, 1998
- ------------------------------------
James H. Hance, Jr.
Director
- ------------------------------------
John D. Munford
/s/ James E. Rogers Director June 20, 1998
- ------------------------------------
James E. Rogers
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Filed herewith(*) or
Incorporated by Reference
Exhibit from Previous Company Reg. No.
Number Description Exhibit Number or Report
- ------ ----------- -------------- ---------
<S> <C> <C> <C>
4.1 Specimen Common Stock Certificate 4.01 Registration
Statement on Form S-1
(SEC File No.
33-50582)
4.2 Articles 3 and 4 of the Registrant's Amended and 3.01 Annual Report for
Restated Articles of Incorporation 1992 on Form 10-K
(SEC File No.
0-20646)
4.3 Article II of the Registrant's Second Amended 3.02 Annual Report for
and Restated Bylaws 1992 on Form 10-K
(SEC File No.
0-20646)
4.4 Rights Agreement, dated as of April 19, 1995, 1 Current Report on
between Registrant and First Union National Bank Form 8-K dated April
of North Carolina, as Rights Agent 19, 1995 (SEC File
No. 0-20646)
4.5 The 1998 Key Employee Incentive Compensation 10.14 Annual Report for
Plan of the Registrant 1997 on Form 10-K
(SEC File No.
0-20646)
5.1 Opinion of Robinson, Bradshaw & Hinson, P.A. *
23.1 Consent of Arthur Andersen LLP *
23.2 Consent of Robinson, Bradshaw & Hinson, P.A.
(included in Exhibit 5.1)
24.1 Powers of Attorney (Included in signature pages)
</TABLE>
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EXHIBIT 5.1
ROBINSON, BRADSHAW & HINSON, P.A. LETTERHEAD
June 26, 1998
Caraustar Industries, Inc.
3100 Washington Street
P.O. Box 115
Austell, Georgia 30001
Ladies and Gentlemen:
We refer to the Registration Statement of Caraustar Industries, Inc.,
a North Carolina corporation (hereinafter referred to as the "Company"), to be
filed with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 2,000,000 shares of
the Company's Common Stock, par value $.10 per share (the "Shares"), in
connection with the 1998 Key Employee Incentive Compensation Plan of the
Company (the "Plan"). We have examined the Amended and Restated Articles of
Incorporation and the Second Amended and Restated Bylaws of the
Company, minutes of applicable meetings of the Board of Directors and
Stockholders 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, if and when originally issued and
sold as contemplated by the Registration Statement, will be legally issued,
fully paid and nonassessable.
We have assumed that the Company and those employees receiving Shares
under the Plan will have complied with the relevant requirements of the Plan.
The opinions expressed herein are contingent upon the Company's
Amended and Restated Articles of Incorporation and Bylaws not being further
amended prior to the issuance of the Shares.
We hereby consent to the filing of a copy of this opinion as an
exhibit to the Registration Statement.
This opinion is limited to the North Carolina Business Corporation
Act, and we express no opinion with respect to the laws of any other state or
jurisdiction.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Patrick S. Bryant
Patrick S. Bryant
PSB: spl
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EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
January 29, 1998 included in Caraustar Industries, Inc.'s Form 10-K for the
year ended December 31, 1997, and all references to our firm included in or
made a part of this Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
June 25, 1998
