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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 of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Joe Jerkins Boulevard
Austell, Georgia 30601
(770) 948-3101
(Address of principal executive offices)
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CARAUSTAR INDUSTRIES, INC.
1998 KEY EMPLOYEE INCENTIVE COMPENSATION PLAN
(Full title of the plan)
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H. LEE THRASH, III
Vice President and
Chief Financial Officer
Caraustar Industries, Inc.
3100 Joe Jerkins Boulevard
Austell, Georgia 30106
(Name and address of agent for service)
(770) 948-3101
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities to Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
be registered registered price per unit(1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value 2,200,000 $15.84 $34,856,250 $9,202.05
$.10 per share,
including rights to
purchase Common Stock
thereunder and
associated preferred
stock purchase rights(2)
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</TABLE>
(1) In accordance with Rule 457(h)(1) of Regulation C, the proposed maximum
offering price per unit is computed on the basis of the average of the high
and low prices on the NASDAQ National Market System on May 11, 2000.
(2) Each share of Common Stock issued by the Company has one attached preferred
stock purchase right under the Rights Agreement dated as of April 2, 1995
between the Company and its Rights Agent.
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INCORPORATION BY REFERENCE
This registration statement registers 2,200,000 additional shares of
Common Stock of Caraustar Industries, Inc., including purchase rights granted
with respect to such Common Stock and associated preferred stock purchase
rights, shares and rights under which have previously been registered on Form
S-8 (Registration No. 333-57965) (the "Prior Registration Statement"). The
contents of the Prior Registration Statement are incorporated by reference into
this registration statement.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe it
meets all 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 Austell, Georgia on April 19, 2000.
CARAUSTAR INDUSTRIES, INC.
By: /s/ H. Lee Thrash, III
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H. Lee Thrash, III
Vice President and Chief Financial Officer
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POWER OF ATTORNEY
Each undersigned and 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 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, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange 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 de 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, this
registration statement has been signed by the following persons in the
capacities indicated on April 19, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Thomas V. Brown Director, President and Chief Executive Officer
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Thomas V. Brown (Principal Executive Officer)
/s/ H. Lee Thrash, III Director, Vice President and Chief Financial Officer
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H. Lee Thrash, III (Principal Financial Officer and Principal Accounting
Officer)
/s/ Russell M. Robinson, II Chairman of the Board of Directors
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Russell M. Robinson, II
/s/ Bob M. Prillaman Director
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Bob M. Prillaman
/s/ Ralph M. Holt, Jr. Director
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Ralph M. Holt, Jr.
/s/ James H. Hance, Jr. Director
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James H. Hance, Jr.
/s/ John D. Munford Director
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John D. Munford
/s/ James E. Rogers Director
- -------------------------------------------------
James E. Rogers
/s/ Dennis Love Director
- -------------------------------------------------
Dennis Love
</TABLE>
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EXHIBIT INDEX
Exhibit Number Description
4 The Caraustar Industries, Inc. 1998 Key Employee
Incentive Compensation Plan, as amended (Incorporated
by reference - Exhibit 10.14 to report on 10-Q for
the quarter ended March 31, 2000 [SEC File No.
0-20646])
5 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)
24 Form of Power of Attorney (included in the signature
pages to this registration statement)
4
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EXHIBIT 5
ROBINSON, BRADSHAW & HINSON, P.A.
ATTORNEYS AT LAW
101 NORTH TRYON STREET, SUITE 1900
CHARLOTTE, NORTH CAROLINA 28246
TELEPHONE (704) 377-2536
FAX (704) 378-4000
May 15, 2000
Caraustar Industries, Inc.
3100 Joe Jerkins Boulevard
Austell, Georgia 30601
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, an additional 2,200,000 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.
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Caraustar Industries, Inc.
May 15, 2000
Page 2
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933.
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: paw
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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-8 of our report dated
February 4, 2000 included in Caraustar Industries, Inc.'s Form 10-K for the year
ended December 31, 1999 and all references to our Firm included in or made a
part of this registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
May 12, 2000
