<PAGE> 1
As filed with the Securities and Exchange Commission on June 9, 1997.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________________
REPUBLIC GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 75-1155922
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
811 EAST 30TH AVENUE
HUTCHINSON, KANSAS 67502-4341
(Address of Principal Executive Offices) (Zip Code)
__________________
REPUBLIC GROUP INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
PHIL SIMPSON
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
REPUBLIC GROUP INCORPORATED
811 EAST 30TH AVENUE
HUTCHINSON, KANSAS 67502-4341
(316)727-2700
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
_____________________________________________
Copy to:
BRYAN E. BISHOP, ESQ.
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share Price
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par 150,000 shares $ 16.625(1) $2,493,750(1) $755.68(1)
value (2)(3)
</TABLE>
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee. This
fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low prices for
the Common Stock of the Company reported on the New York Stock Exchange on
June 2, 1997.
(2) Includes associated Rights to purchase Common Stock. Until the occurrence
of certain prescribed events, none of which has occurred, the Rights are not
exercisable, are evidenced by the certificates representing Common Stock, and
will be transferred with and only with Common Stock.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE> 2
In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also covers shares of Common Stock of the Company
issuable to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8
is omitted from this filing in accordance with provisions of Rule 428 under the
Securities Act of 1933 (the "Securities Act") and the introductory Note to Part
I of Form S-8. The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1).
I-1
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by Republic Group
Incorporated (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof commencing on the respective dates on which such documents are
filed. 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 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.
(1) Annual Report on Form 10-K for the year ended June 30, 1996;
(2) Quarterly Reports on Form 10-Q for the quarters ended December
31 and September 30, 1996, and March 31, 1997;
(3) Current Report on Form 8-K filed November 22, 1996;
(4) Description of the Common Stock in Item 1 of Form 8-A dated
October 24, 1984;
(5) Summary Description of Rights to purchase Common Stock in Item
1 of Form 8-A/A dated November 22, 1996; and
(6) Republic Group Incorporated Employee Stock Purchase Plan.
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 145 of the General Corporation Law of the State of Delaware
empowers a corporation to indemnify its directors, officers, employees and
agents and to purchase insurance, with respect to liability arising out of
their capacity or status as directors, officers, employees and agents. Section
145 further provides that the indemnification provided therein shall not be
deemed exclusive of any other rights to which the directors, officers,
employees and agents of a corporation may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
Article Tenth of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify any and all of its
directors or officers or former directors or officers or any person who may
have served at its request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a credit against
expenses actually and necessarily incurred by them in connection
I-2
<PAGE> 5
with the defense of any action, suit or proceeding in which they, or any of
them, are made parties, or a party, by reason of being or having been directors
or officers or a director or officer of the Company, except in relation to
matters as to which any such director or officer or former director or officer
shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty.
Article VI of the Company's Amended and Restated Bylaws (the "Bylaws")
provides for indemnification of the Company's directors, officers, employees
and agents in certain circumstances and sets forth certain procedures for such
indemnification. Article VI of the Company's Bylaws, which are filed as
Exhibit 4.2 to this Registration Statement, is incorporated herein by
reference.
The Company has a directors and officers insurance policy insuring
directors and officers and former directors and officers of the Company and its
subsidiaries against damages, judgments, settlements and costs that any such
persons may become legally obligated to pay on account of claims made against
them, for any error, misstatement or misleading statement, act or omission, or
neglect or breach of duty committed, attempted or allegedly committed or
attempted by such persons in the discharge of their duties to the Company in
their capacities as directors or officers, or any matter claimed against them
solely by reason of their serving in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Second Restated Certificate of Incorporation of the Company
(incorporated by reference to exhibit 3(a) to the Company's
Quarterly Report on Form 10-Q, dated November 13, 1996).
4.2 Amended and restated Bylaws of the Company (incorporated by
reference to Exhibit 3(b) to the Company's Quarterly Report on
Form 10-Q, dated November 13, 1996).
4.3 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4 to the Company's registration Statement on Form
8-A, dated October 25, 1984, SEC File No. 1-7210).
4.4 Amended and Restated Rights Agreement between the Company and
UMB Bank, N.A. as Rights Agent (incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K, dated
November 22, 1996).
4.5 Description of Rights to Purchase Common Stock (incorporated
by reference to Item 1 to the Company's Registration Statement
on Form 8-A/A, dated November 22, 1996).
4.6 Republic Group Incorporated Employee Stock Purchase Plan.
5.1 Opinion of Locke Purnell Rain Harrell (A Professional
Corporation).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature pages).
I-3
<PAGE> 6
ITEM 9. UNDERTAKINGS.
The Company herein 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 thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(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 the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and 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 Securities and
Exchange Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.
(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, each filing of the Company's annual report
pursuant to Section 13(a) or Section 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 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 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange 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 Company of expenses incurred or
paid by a director, officer or controlling person of the
Company 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 Company 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
I-4
<PAGE> 7
policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
I-5
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Phil Simpson and Stephen L.
Gagnon, each of them or any one of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission and any state or other securities authority,
granting unto said attorneys-in-fact and agents and each of them or any of
them, full power and authority to do and perform each and every act in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
his or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Hutchinson, State of Kansas on June 9, 1997.
REPUBLIC GROUP INCORPORATED
By:/s/ PHIL SIMPSON
-------------------------------------
Name: Phil Simpson
-----------------------------------
Title: Chairman, President and Chief
Executive Officer
----------------------------------
I-6
<PAGE> 9
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ PHIL SIMPSON Chairman of the Board, President and Chief June 6, 1997
--------------------------------
Phil Simpson Executive Officer and Director (principal
executive officer)
/s/ STEPHEN L. GAGNON Executive Vice President and Director June 6, 1997
--------------------------------
Stephen L. Gagnon
/s/ DOYLE R. RAMSEY Vice President and Chief Financial Officer June 6, 1997
--------------------------------
Doyle R. Ramsey (principal financial and accounting officer)
/s/ BERT A. NELSON Director June 6, 1997
--------------------------------
Bert A. Nelson
Director , 1997
-------------------------------- ------
Talbot Rain
/s/ GERALD L. RAY Director June 6, 1997
--------------------------------
Gerald L. Ray
/s/ ROBERT F. SEXTON Director June 6, 1997
--------------------------------
Robert F. Sexton
/s/ DAVID P. SIMPSON Director June 6, 1997
--------------------------------
David P. Simpson
/s/ L.L. WALLACE Director June 6, 1997
--------------------------------
L.L. Wallace
/s/ DAVID B. YARBROUGH Director June 6, 1997
--------------------------------
David B. Yarbrough
</TABLE>
I-7
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<S> <C>
4.1 Second Restated Certificate of Incorporation of the Company (incorporated by reference to exhibit 3(a)
to the Company's Quarterly Report on Form 10-Q, dated November 13, 1996).
4.2 Amended and restated Bylaws of the Company (incorporated by reference to Exhibit 3(b) to the Company's
Quarterly Report on Form 10-Q, dated November 13, 1996).
4.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4 to the Company's registration
Statement on Form 8-A, dated October 25, 1984, SEC File No. 1-7210).
4.4 Amended and Restated Rights Agreement between the Company and UMB Bank, N.A. as Rights Agent
(incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K, dated November 22,
1996).
4.5 Description of Rights to Purchase Common Stock (incorporated by reference to Item 1 to the Company's
Registration Statement on Form 8-A/A, dated November 22, 1996).
4.6 Republic Group Incorporated Employee Stock Purchase Plan.
5.1 Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Locke Purnell Rain Harrell (A Professional Corporation) (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature pages).
</TABLE>
<PAGE> 1
EXHIBIT 4.6
REPUBLIC GROUP INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
Effective as of July 1, 1997
<PAGE> 2
REPUBLIC GROUP INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
ARTICLE I
NAME AND PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Purpose and Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
DEFINITIONS OF TERMS . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 General Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(b) Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(c) Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(d) Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(e) Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(f) Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(g) Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(h) Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(i) Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(j) Exercise Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(k) Fair Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(l) Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(n) Parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(o) Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(p) Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(q) Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(r) Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE III
ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . 3
3.1 Initial Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Restrictions on Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE IV
SHARES TO BE OFFERED . . . . . . . . . . . . . . . . . . . . . . . 3
4.1 Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
</TABLE>
(i)
<PAGE> 3
<TABLE>
<S> <C> <C>
4.2 Reusage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.3 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V
GRANTS, PARTICIPATION AND WITHDRAWAL . . . . . . . . . . . . . . . . . . . 4
5.1 Grant of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.2 Nontransferability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.3 Election to Participate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.4 Method of Payment and Stock Purchase Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.5 Withdrawal from the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE VI
OFFERINGS . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.1 Offerings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.2 Terms of Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE VII
PURCHASE OF STOCK . . . . . . . . . . . . . . . . . . . . . . . 6
7.1 Exercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.2 Allotment of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.3 Rights on Retirement, Death or Termination of Employment . . . . . . . . . . . . . . . . . . . . . . 6
7.4 Rights to Share Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE VIII
ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . 7
8.1 Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.3 Determinations; Action in Good Faith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.4 Delegation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE IX
AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . 7
9.1 Power of Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.2 Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.3 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.4 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.5 Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE X
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 8
10.1 Underscored References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
(ii)
<PAGE> 4
<TABLE>
<S> <C> <C>
10.2 Number and Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10.3 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10.4 Purchase for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10.5 No Employment Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10.6 Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
(iii)
<PAGE> 5
REPUBLIC GROUP INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
NAME AND PURPOSE
1.1 Name. The name of this Plan is the "Republic Group
Incorporated Employee Stock Purchase Plan."
1.2 Purpose and Construction. The Company has established this
Plan to encourage and facilitate the purchase of its Common Stock by Eligible
Employees, as an incentive to Eligible Employees, so that they may share in the
growth of the Company by acquiring or increasing their proprietary interest in
the Company. This Plan is intended to qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Code. Consequently, the provisions of this Plan
shall be construed in a manner consistent with the requirements of Section 423
of the Code. Any term or provision of this Plan which is inconsistent with the
requirements of Section 423 of the Code shall be inapplicable.
ARTICLE II
DEFINITIONS OF TERMS
2.1 General Definitions. The following words and phrases, when
used in the Plan, unless otherwise specifically defined or unless the context
clearly otherwise requires, shall have the following respective meanings:
(a) Board. The Board of Directors of the Company.
(b) Code. The Internal Revenue Code of 1986, as amended.
Any reference to the Code includes the regulations promulgated pursuant to the
Code.
(c) Company. Republic Group Incorporated.
(d) Common Stock. The Company's $1.00 par value common
stock. Each share of Common Stock purchased pursuant to the Plan will be
accompanied by a share purchase right issued under the Company's Rights
Agreement dated May 1, 1996, as amended.
(e) Compensation. Annualized base pay increased by any
pre-tax deductions under Code Sections 125 or 402(g).
(f) Effective Date. July 1, 1997. However, in order to
remain effective, the Plan must be approved by the shareholders of the Company
within one year before or after approval by the Board.
-1-
<PAGE> 6
(g) Employee. A salaried or hourly employee of an
Employer as determined based on the payroll records of such Employer; provided,
however, that the following shall not be considered "Employees" for purposes of
the Plan: (a) any employee who is a leased employee within the meaning of Code
Section 414(n); and (b) any individual who is an independent contractor
(including any individual who is recharacterized by the Internal Revenue
Service as a common law employee, for periods during which such individual was
treated as an independent contractor by the Company or a Subsidiary).
(h) Employer. With respect to each Offering, the Company
and those of its Parents and Subsidiaries who adopt the Plan and whose
Employees are eligible to be granted Options to purchase Common Stock in such
Offering. Designations of participating Employers may be made from time to
time by the Board among a group consisting of the Company and its Parents and
Subsidiaries, including any corporations becoming members of such group after
the adoption and approval of the Plan.
(i) Entry Date. The Board shall establish the Entry
Dates for eligibility under the Plan. Initially, and subject to revision by
the Board, the Entry Dates shall be each January 1 and July 1.
(j) Exercise Date. Each March 31, June 30, September 30
and December 31 (or the first business day following such date if the date
falls on a non-business day).
(k) Fair Market Value. The closing price of the Shares
on the New York Stock Exchange on the Exercise Date; provided, however, if
there is no quoted closing price on such date, the closing price shall be the
most recent date preceding the Exercise Date on which there is a quoted closing
price on the New York Stock Exchange.
(l) Offering. An offering consisting of grants of
Options to purchase Shares under the Plan. The initial Offering under the Plan
shall commence on July 1, 1997, and shall terminate on September 30, 1997.
Each subsequent Offering under the Plan shall commence on the first business
day following the preceding Offering's Exercise Date, and shall terminate as of
the next Exercise Date.
(m) Option. An option granted under the Plan to purchase
Shares.
(n) Parent. Any corporation (other than the Company or a
Subsidiary) in an unbroken chain of corporations ending with the Company, if,
at the time of the grant of an Option, each of the corporations (other than the
Company or a Subsidiary) owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
(o) Participant. An eligible Employee who has elected to
participate in the Plan.
(p) Plan. The Republic Group Incorporated Employee Stock
Purchase Plan and all amendments and supplements to it.
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(q) Share. A share of Common Stock. References to
Shares shall be deemed to include a reference to the accompanying share
purchase right unless the context requires otherwise.
(r) Subsidiary. Any corporation, other than the Company,
in an unbroken chain of corporations beginning with the Company if, at the time
of grant of an Option, each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
2.2 Other Definitions. In addition to the above definitions,
certain words and phrases used in the Plan and in any Offering may be defined
in other portions of the Plan or in such Offering.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 Initial Eligibility. An Employee who has completed six (6)
months of employment shall be eligible to participate in Offerings under the
Plan on or after the first Entry Date following his completion of his initial
six (6) months of employment. For purposes of determining eligibility,
employment by an entity which is acquired by an Employer or whose assets are
acquired by an Employer shall not be treated as employment by the Employer
unless the Board shall make a determination otherwise.
3.2 Restrictions on Participation. Notwithstanding any provision
of the Plan to the contrary, no Employee shall participate in the Plan if:
(a) immediately after the grant, he would own (within the
meaning of Section 423(b)(3) of the Code) stock
possessing five percent (5%) or more of the total
combined voting power or value of all classes of
stock of the Company or of any Parent or Subsidiary;
or
(b) he is a part-time employee whose customary employment
is twenty (20) hours or less per week; or
(c) he is an employee whose customary employment is for
not more than five (5) months in any calendar year.
ARTICLE IV
SHARES TO BE OFFERED
4.1 Number of Shares. The number of Shares for which Options may
be granted under the Plan shall be 150,000. Such Shares may be authorized but
unissued Shares, Shares held in the treasury, or Shares obtained on the open
market. If the Company purchases
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Shares in the open market to issue under the Plan, the Company will take any
and all actions necessary to comply with Regulation M, including the use of an
independent agent.
4.2 Reusage. If an Option expires or is terminated, surrendered,
or cancelled without having been fully exercised, the Shares covered by such
Option which were not purchased shall again be available for issuance under the
Plan.
4.3 Adjustments. If there is any change in the Common Stock of
the Company by reason of any stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination or
exchange of shares, or otherwise, the number and class of shares available for
Options, the maximum number of Shares that may be purchased in the current
Offering Period, and the price per Share, as applicable, shall be appropriately
adjusted by the Board, and a corresponding adjustment in the related share
purchase rights shall be made by the Board to the extent appropriate.
ARTICLE V
GRANTS, PARTICIPATION AND WITHDRAWAL
5.1 Grant of Options. On his initial Entry Date following his
becoming eligible to participate in the Plan, each eligible Employee may
execute and deliver to the Company or its designee an agreement in the form
approved by the Company ("Participation Agreement") in accordance with the
provisions of the Offering, in order to be granted an Option to purchase Shares
under the Plan.
5.2 Nontransferability. No payroll deductions credited to a
Participant's stock purchase account nor any rights with regard to the exercise
of an Option or to receive Shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way by a Participant other than by will
or the laws of descent and distribution. Options under the Plan shall be
exercisable during a Participant's lifetime only by him, his guardian or legal
representative. Shares may be sold or otherwise transferred by a Participant
without restriction. Each Participant shall agree in the Participation
Agreement to notify the Company or its designee of any transfer of the Shares
within two years of the Exercise Date on which such Shares were purchased.
5.3 Election to Participate. An eligible Employee who wishes to
participate in the Plan must deliver his executed Participation Agreement to
the Company or its designee no later than required by the Company or its
designee. In such Participation Agreement, each eligible Employee may elect to
have deductions from his Compensation at the rate of a dollar amount per
payroll check, but not in any event to exceed ten percent (10%) of his
Compensation. The minimum payroll deduction amount per payroll check shall be
$10. The maximum calendar year deduction for each eligible Employee shall be
$25,000. Each Participant's Participation Agreement shall remain in effect for
each Offering subsequent thereto until the Participant either (a) ceases future
contributions to his stock purchase account in accordance with Section 5.5 of
the Plan; or (b) increases or decreases his payroll deduction contributions to
the Plan, by completing a new Participation Agreement. Any
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<PAGE> 9
increase or decrease (excluding withdrawals in accordance with Section 5.5 of
the Plan) shall be permitted only at the frequency permitted by the Board,
which initially shall be twice per year, as of the next issued payroll check
following each Entry Date if submitted to the Company or its designee no later
than twenty (20) business days prior to the issuance of such check. The Board
may permit any Participant to make an irrevocable election and to specify the
term of such election.
5.4 Method of Payment and Stock Purchase Accounts. Payment for
Shares shall be made through payroll deductions from the Participant's
Compensation, such deductions to be authorized by a Participant in the
Participation Agreement. A stock purchase account shall be set up on the books
of the Company or its designee in the name of each Participant. The amount of
all payroll deductions shall be credited to the respective stock purchase
accounts of the Participants on such books. The funds deducted and withheld by
the Company through payroll deductions may be used by the Company for any
corporate purposes as the Board shall determine, and the Company shall not be
obligated to segregate said funds in any way.
5.5 Withdrawal from the Plan. A Participant may cease future
contributions to his stock purchase account, effective for the next issued
payroll check, by submitting a notice to the Company or its designee no later
than twenty (20) business days prior to the issuance of such check.
Notwithstanding a Participant's notice that future contributions will cease,
the balance in the Participant's stock purchase account will nevertheless be
used to purchase Shares at the next Exercise Date.
ARTICLE VI
OFFERINGS
6.1 Offerings. There shall be a series of Offerings under the
Plan which shall occur on a quarterly basis. Each Participant having funds in
his stock purchase account on an Exercise Date shall be deemed, without any
further action, to have exercised his Option for such Offering and to have
purchased with the funds in his account the number of Shares which he has the
right to purchase at the purchase price on that Exercise Date pursuant to
Section 7.1.
6.2 Terms of Offering. The terms of the Offerings under the Plan
shall be the following:
(a) The number of Shares to be offered shall equal the
maximum number of Shares then available under the provisions of
ARTICLE IV.
(b) The Offering period shall be quarterly. In no event
shall an Option be exercisable after the expiration of five (5) years
from the date each Option is granted. The Board may determine that
the Offering period will be changed under the Plan and may specify the
terms of any such new Offering period.
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(c) The price per Share for which Common Stock will be
sold to Participants shall be 90% of the Fair Market Value on the
Exercise Date upon which the Option is exercised. Notwithstanding the
foregoing, in no event shall the price per Share be less than the par
value. The Board may establish a different purchase price per Share
provided that it may not be less than 85% of the Fair Market Value on
the Exercise Date or less than the par value.
(d) The eligible Employees with respect to each Offering
shall be determined as follows. All eligible Employees on an Entry
Date shall be eligible with respect to the Options in an Offering that
is continuing on and after such Entry Date. However, no Employee
shall be granted an Option which permits his rights to purchase stock
under all employee stock purchase plans (as defined in Section 423(b)
of the Code) of the Company and its Parents and Subsidiaries to accrue
at a rate which exceeds $25,000 of fair market value of such stock,
determined as of the Exercise Date, for each calendar year in which
such Option is outstanding at anytime.
ARTICLE VII
PURCHASE OF STOCK
7.1 Exercise of Option. Each Participant's Option to purchase
Shares will be automatically exercised for him on each Exercise Date for the
number of Shares (including fractional shares to the nearest three (3) decimal
points) which the accumulated payroll deductions as of the Exercise Date will
purchase at the applicable Option price, subject to the limitations set forth
in the Plan and the Offering and subject to allotment in accordance with
Section 7.2. Any balance remaining in a Participant's stock purchase account
after the exercise of an Option will remain in such account to purchase Shares
as of the next following Exercise Date unless the Plan is terminated, in which
event it will be refunded to such Participant.
7.2 Allotment of Shares. In the event that, on any Exercise Date,
the aggregate funds and Shares available for the purchase of Shares, pursuant
to the provisions of Section 7.1, would purchase a greater number of Shares
than the number of Shares then available for purchase under the Plan on such
Exercise Date, the Company shall issue to each Participant, on a pro rata
basis, such number of Shares as, when taken together with the Shares issued to
all other Participants, will result in the issuance of Shares totaling no more
than the number of Shares then remaining available for issuance under the Plan
on such Exercise Date. If, after such allotment, all of the Shares under an
Offering have been purchased, any balance remaining in a Participant's stock
purchase account shall be refunded to such Participant.
7.3 Rights on Retirement, Death or Termination of Employment. In
the event of a Participant's retirement, death or termination of employment, no
payroll deduction shall be taken from any Compensation due and owing to him at
such time, all outstanding Options will terminate unexercised, and the amount
in the Participant's stock purchase account shall be paid within thirty (30)
days to the former Employee or, in the event of his death, the person or
persons to whom his rights pass by will or the laws of descent and
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distribution including his estate during the period of administration. An
Employee of a Subsidiary or a Parent which ceases to be a Subsidiary or a
Parent shall be deemed to have terminated his employment for purposes of this
Section 7.3 as of the date such corporation ceases to be a Subsidiary or a
Parent, as the case may be, unless, as of such date, the Employee shall become
an Employee of the Company or any Subsidiary or Parent.
7.4 Rights to Share Certificates. At least annually, each
Participant will receive a statement from the Company reflecting the number of
Shares purchased for his account and may at any time request delivery of
certificates for Shares reflected on his account. A Participant may be
required to pay the administrative fees associated with issuance of the
certificates. Certificates for Shares will be issued and delivered upon
request as soon as practicable, in the name of the Participant. The Company
may designate any person to maintain the accounts and records required under
the Plan. Participants shall have all the rights accorded to shareholders of
the Company whether or not certificates for Shares have been issued for the
number of Shares purchased for their accounts.
ARTICLE VIII
ADMINISTRATION
8.1 Board of Directors. The Plan shall be administered by the
Board, subject to the provisions of Section 8.4 hereof.
8.2 Authority. Subject to the terms of the Plan, the Board shall
have complete authority to:
(a) determine the terms and conditions of each Offering,
as described in ARTICLE VI;
(b) interpret and construe the Plan;
(c) prescribe, amend and rescind rules and regulations
relating to the Plan;
(d) maintain accounts, records and ledgers relating to
Options;
(e) maintain records concerning its decisions and
proceedings;
(f) employ agents, attorneys, accountants or other
persons for such purposes as the Board considers necessary or
desirable; and
(g) do and perform all acts which it may deem necessary
or appropriate for the administration of the Plan and to carry out the
purposes of the Plan.
8.3 Determinations; Action in Good Faith. All determinations of
the Board shall be final. No member of the Board and no designee of the Board
shall be liable for any action taken in good faith in its administration of the
Plan.
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<PAGE> 12
8.4 Delegation. The Board may delegate all or any part of its
authority under the Plan to any Employee or committee, and may retain such
third parties as it deems appropriate to administer the Plan and the purchase
of Shares pursuant to the Plan.
ARTICLE IX
AMENDMENT AND TERMINATION
9.1 Power of Board. Except as hereinafter provided, the Board
shall have the sole right and power to amend the Plan at any time and from time
to time.
9.2 Limitation. The Board may not amend the Plan, without
approval of the shareholders of the Company:
(a) in a manner which would cause the Plan to fail to
meet the requirements of Sections 423 of the Code;
(b) in a manner which increases the total number of
shares which may be issued pursuant to options granted under the Plan;
or
(c) in a manner which modifies the requirements as to
eligibility for participation in the Plan.
9.3 Term. The Plan shall commence as of the Effective Date and,
subject to the terms of the Plan including those requiring approval by the
shareholders of the Company, shall continue in full force and effect until
terminated.
9.4 Termination. The Plan may be terminated at any time by the
Board. Subject to the Board's right to amend the Plan, with shareholder
approval, to increase the number of Shares available for purchase under the
Plan, the Plan shall automatically terminate when all of the Shares available
for purchase have been sold. Upon termination of the Plan, outstanding Options
will also terminate unexercised, and any balances remaining in each
Participant's stock purchase account shall be refunded to him.
9.5 Effect. The amendment or termination of the Plan shall not
adversely affect any Options granted prior to such amendment or termination.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 Underscored References. The underscored references contained
in the Plan are included only for convenience, and they shall not be construed
as a part of the Plan or in any respect affecting or modifying its provisions.
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10.2 Number and Gender. The masculine and neuter, wherever used in
the Plan, shall refer to either the masculine, neuter or feminine; and, unless
the context otherwise requires, the singular shall include the plural and the
plural the singular.
10.3 Governing Law. This Plan shall be construed and administered
in accordance with the laws of the State of Delaware.
10.4 Purchase for Investment. The Plan is intended to provide
Common Stock for investment and not for resale. The Company does not, however,
intend to restrict or influence any Employee in the conduct of his or her own
affairs. An Employee may therefore sell Shares purchased under the Plan at any
time the Employee chooses, subject to compliance with any applicable federal or
state securities laws. Provided, however, that because of certain federal tax
requirements, each Employee agrees by entering the Plan promptly to give the
Company notice of any Shares disposed of within two years after the Exercise
Date of the applicable Option showing the number of such Shares disposed of.
All certificates for Shares delivered under the Plan shall be subject to such
stock transfer orders and other restrictions as the Company may deem advisable
under all applicable laws, rules, and regulations, and the Company may cause a
legend or legends to be put on any such certificates to make appropriate
references to such restrictions. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET
FLUCTUATIONS IN THE PRICE OF THE SHARES.
10.5 No Employment Contract. The adoption of the Plan shall not
confer upon any Employee any right to continued employment nor shall it
interfere in any way with the right of the Company, a Parent or a Subsidiary to
terminate the employment of any of its employees at any time.
10.6 Offset. If authorized by a Participant in writing, the
Employer shall have a right of offset against the funds or Shares in the
Participant's stock purchase account, in the event that the Participant becomes
indebted to the Employer.
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EXHIBIT 5.1
[LOCKE PURNELL RAIN HARRELL LETTERHEAD]
June 9, 1997
Republic Group Incorporated
311 East 30th Ave.
Hutchinson, Kansas 67502-4341
Re: Registration of 150,000 shares of Common Stock, par value
$1.00, pursuant to a Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Republic Group Incorporated, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"), of 150,000
shares of Common Stock, par value $1.00 per share, of the Company (the "Common
Stock") to be issued to eligible employees of the Company for the purposes and
substantially upon the terms and conditions set forth in the Company's Employee
Stock Purchase Plan (the "Plan").
Based upon our examination of such papers and documents as we have
deemed relevant or necessary in rendering this opinion, and based on our review
of the Delaware General Corporation Law, we hereby advise you that we are of
the opinion that assuming, with respect to shares of Common Stock issued after
the date hereof, (i) the receipt of consideration for the issuance thereof in
excess of the par value thereof in accordance with the terms of the Plan, (ii)
the availability of a sufficient number of shares of Common Stock authorized by
the Company's Certificate of Incorporation then in effect, (iii) compliance
with the terms of the Plan and any agreement entered into in connection with
any options or shares of Common Stock issued under the Plan, and (iv) no change
occurs in the applicable law or the pertinent facts, shares of Common Stock
purchasable under the Plan, and which may be issued by the Company under the
Plan will, when and to the extent issued by the Company, be legally issued,
fully paid and non-assessable shares of Common Stock.
This opinion is addressed to you solely in connection with the matters
referred to herein and is not to be relied upon by any other person, except the
New York Stock Exchange and the Securities and Exchange Commission, or for any
other purpose.
<PAGE> 2
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company with the Securities and Exchange
Commission. By so consenting, we do not thereby admit that our firm's consent
is required by Section 7 of the Securities Act.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ BRYAN E. BISHOP
-------------------------------
Bryan E. Bishop
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our reports dated August
2, 1996 included in Republic Group Incorporated's Form 10-K for the year ended
June 30, 1996 and to all references to our Firm included in the registration
statement.
ARTHUR ANDERSEN LLP
Dallas, Texas,
June 6, 1997
