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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CARAUSTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <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)
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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)
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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: As soon
as practicable after this Registration Statement becomes effective.
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: [ ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [X] 333-29937
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE OFFERING AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
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Common Shares, par value
$.10 per share 70,699 $21.50 $1,520,028.50 $448.41
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(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
September 29, 1998.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-4 is filed by Caraustar
Industries, Inc., a North Carolina corporation (the "Company"), pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Act"). The contents of
the Registration Statement on Form S-4 and amendments thereto, previously filed
by the Company with the Securities and Exchange Commission (File No. 333-29937)
pursuant to the Act, are incorporated by reference into this Registration
Statement.
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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 September 30, 1998.
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 September 30, 1998.
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SIGNATURE TITLE
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/s/ Thomas V. Brown*
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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*
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Russell M. Robinson, II Chairman of the Board of Directors
/s/ Ralph M. Holt, Jr.*
-------------------------------------
Ralph M. Holt, Jr. Director
/s/ John D. Munford
- --------------------------------------
John D. Munford Director
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* By: /s/ H. Lee Thrash, III
------------------------------------
H. Lee Thrash, III, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Exhibit
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5.1* Opinion of Robinson, Bradshaw &Hinson, P.A.
23.1* Consent of Arthur Anderson LLP
23.2* Consent of Robinson, Bradshaw & Hinson, P.A. (included in Exhibit
5.1)
24** Power of Attorney (included on signature page of Registration
Statement No. 333-29937 as originally filed and incorporated
herein by reference)
* Filed herewith
** Previously filed
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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
September 30, 1998
Caraustar Industries, Inc.
3100 Washington Street
Austell, Georgia 30001
Re: 462(b) Registration Statement on Form S-4
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-4 (the "Registration
Statement") filed pursuant to Rule 462(b) of the Securities Act of 1933, as
amended (the "Act") 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 an additional 70,699 shares
of the Company's Common Stock, par value $.10 per share (the "Shares"), for
issuance in connection with an acquisition transaction for which the Company is
issuing up to (i) all remaining shares of common stock previously registered
under the Initial Registration Statement (as defined below) plus (ii) the Shares
being registered under the Registration Statement. The Registration Statement
relates to a Registration Statement on Form S-4 (File No. 333-29937)(the
"Initial Registration Statement") previously filed by the Company registering
800,000 shares of the Company's Common Stock for issuance from time to time in
connection with business acquisitions.
We have examined the Registration Statement, the Initial Registration
Statement, 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, if and 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 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
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-4 of our reports dated
January 29, 1998 included in Caraustar Industries, Inc.'s Form 10-K for the year
ended December 31, 1997, and to all references to our firm included in or made a
part of this Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
September 28, 1998
