As filed with the Securities and Exchange Commission on April 20, 1998.
Registration No. 333-50345
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pioneer Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1215192
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 Louisiana
Suite 4300
Houston, Texas 77002
(Address, including zip code, of Principal Executive Offices)
PIONEER COMPANIES, INC. 1995 STOCK INCENTIVE PLAN,
PIONEER COMPANIES, INC. 1998 STOCK PLAN,
NON-QUALIFIED STOCK OPTION AGREEMENT FOR MICHAEL J. FERRIS AND
NON-QUALIFIED STOCK OPTION AGREEMENT FOR ANDREW M. BURSKY
(Full title of the plans)
Kent R. Stephenson copy to:
Vice President, General Counsel James M. Prince, Esq.
and Secretary Andrews & Kurth L.L.P.
700 Louisiana, Suite 4300 600 Travis, Suite 4200,
Houston, Texas 77002 Houston, Texas 77002
(713) 570-3200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
to be Offering Price Offering Registration
Title of Securities to be Registered registered (1) Per Share Price Fee
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value
$0.01 per share 500,000Shares(3) (2) (2) (2)
858,675 Shares(4)
204,637 Shares(5)
26,750 Shares(5)
26,750 Shares(5)
26,750 Shares(5)
Total: 107,000 Shares(6)
1,750,562Shares
======================================================================================================================
(1) The number of Shares of Class A Common Stock registered herein is subject to adjustment to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) The filing fee for the registered securities was previously paid with the Registration Statement on Form S-8
filed April 17, 1998. (No. 333-50345)
(3) Represents shares subject to the Pioneer Companies, Inc. 1998 Stock Plan.
(4) Represents shares subject to the Pioneer Companies, Inc. 1995 Stock Incentive Plan.
(5) Represents shares subject to the Ferris Option.
(6) Represents shares subject to the Bursky Option.
=======================================================================================================================
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 (No. 333-50345) of Pioneer Companies, Inc., filed with the Securities
and Exchange Commission on April 17, 1998, is being filed for the sole purpose
of filing an exhibit not previously filed.
1
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description
- ------ -----------
4.1 Third Restated Certificate of Incorporation of Pioneer Companies, Inc.
(filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, and incorporated herein by
reference).
4.2 Amendment to Third Restated Certificate of Incorporation of Pioneer
Companies, Inc. (filed as Exhibit 3.1(b) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 and
incorporated herein by reference).
4.3 Bylaws of Pioneer Companies, Inc. (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1988 and incorporated herein by reference).
4.4* Pioneer Companies, Inc. 1995 Stock Incentive Plan.
4.5* Pioneer Companies, Inc. 1998 Stock Plan.
4.6* Non-Qualified Stock Option Agreement for Michael J. Ferris dated
January 4, 1997.
4.7* Non-Qualified Stock Option Agreement for Michael J. Ferris dated
January 4, 1998.
4.8* Non-Qualified Stock Option Agreement for Andrew M. Bursky dated May 15,
1997.
5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares
being registered.
23.1* Consent of Deloitte & Touche LLP.
23.2** Consent of Ernst & Young LLP.
23.3 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1* Power of Attorney.
- ----------------------------
*filed previously
**filed herewith
2
<PAGE>
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act, Pioneer Companies,
Inc. 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 Houston, State of Texas on April 20, 1998.
PIONEER COMPANIES, INC.
(Registrant)
By: /s/ PHILIP J. ABLOVE
-------------------------------
Philip J. Ablove
Vice President,
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C> <C>
*/s/ MICHAEL J. FERRIS President and Chief Executive
----------------------------------- Officer and Director April 20, 1998
(Michael J. Ferris)
/s/ PHILIP J. ABLOVE Vice President and Chief
----------------------------------- Financial Officer and Director April 20, 1998
(Philip J. Ablove) (Principal Financial Officer)
*/s/ JOHN R. BEAVER Controller (Principal Accounting April 20, 1998
----------------------------------- Officer)
(John R. Beaver)
*/s/ WILLIAM R. BERKLEY Chairman of the Board April 20, 1998
-----------------------------------
(William R. Berkley)
*/s/ ANDREW M. BURSKY Director April 20, 1998
-----------------------------------
(Andrew M. Bursky)
*/s/ DONALD J. DONAHUE Director April 20, 1998
-----------------------------------
(Donald J. Donahue)
*/s/ RICHARD C. KELLOGG, JR. Director April 20, 1998
-----------------------------------
(Richard C. Kellogg, Jr.)
*/s/ JACK H. NUSBAUM Director April 20, 1998
-----------------------------------
(Jack H. Nusbaum)
*/s/ THOMAS H. SCHNITZIUS Director April 20, 1998
-----------------------------------
(Thomas H. Schnitzius)
</TABLE>
3
<PAGE>
*By: /s/ PHILIP J. ABLOVE April 20, 1998
-------------------------------------------------
Phillip J. Ablove
(Pursuant to a power of attorney
as set forth on the signature page
of the Registration Statement on
Form S-8 filed April 17, 1998)
4
<PAGE>
Index to Exhibits
Exhibit
Number Description
- ------ -----------
4.1 Third Restated Certificate of Incorporation of Pioneer Companies, Inc.
(filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, and incorporated herein by
reference).
4.2 Amendment to Third Restated Certificate of Incorporation of Pioneer
Companies, Inc. (filed as Exhibit 3.1(b) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 and
incorporated herein by reference).
4.3 Bylaws of Pioneer Companies, Inc. (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1988 and incorporated herein by reference).
4.4* Pioneer Companies, Inc. 1995 Stock Incentive Plan.
4.5* Pioneer Companies, Inc. 1998 Stock Plan.
4.6* Non-Qualified Stock Option Agreement for Michael J. Ferris dated
January 4, 1997.
4.7* Non-Qualified Stock Option Agreement for Michael J. Ferris dated
January 4, 1998.
4.8* Non-Qualified Stock Option Agreement for Andrew M. Bursky dated May 15,
1997.
5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares
being registered.
23.1* Consent of Deloitte & Touche LLP.
23.2** Consent of Ernst & Young LLP.
23.3 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1* Power of Attorney.
- ----------------------------
*filed previously
**filed herewith
5
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Pioneer Companies, Inc. 1995 Stock Incentive Plan and
Pioneer Companies Inc. 1998 Stock Plan of our report dated June 26, 1995 with
respect to the financial statements and schedule of Pioneer Americas, Inc. (The
"Predecessor Company") included in the Pioneer Companies, Inc. Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Houston, Texas
April 14, 1998
6
