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Registration No. 333-
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As filed with the Securities and Exchange Commission on September 28, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OUTLOOK GROUP CORP.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1278569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1180 American Drive
Neenah, Wisconsin 54956
(Address of Principal Executive Offices) (Zip Code)
OUTLOOK GROUP CORP. 1999 STOCK OPTION PLAN
(Full title of the plan)
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Copy to:
Paul M. Drewek Kenneth V. Hallett
Outlook Group Corp. Quarles & Brady LLP
1180 American Drive 411 East Wisconsin Avenue
Neenah, Wisconsin 54956 Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(920) 722-2333
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE FEE
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Common Stock,
par value $.01 per share 200,000 (2) $1,127,500 $298
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(1) The Plan provides for possible adjustment of the number, price and
kind of shares covered by options and other stock incentive awards
granted or to be granted in the event of certain capital or other
changes affecting the registrant's common stock. This registration
statement therefore covers, in addition to the above stated
200,000 shares, an indeterminate number of shares that may become
subject to the Plan by means of any such adjustment.
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(2) The actual offering price per share will be determined in
accordance with the terms of the Plan; the Plan provides that the
option price per share under a stock option granted pursuant to
the Plan shall be equal to the fair market value of the common
stock at the time of grant or such higher price as shall be
determined by the committee administering the Plan. To date,
options for 35,000 shares have been granted with respect to the
shares covered by this registration statement at an exercise price
of $4.625 per share, and options for 60,000 shares have been
granted at an exercise price of $5.8125 per share. Pursuant to
Rule 457(h), the maximum aggregate offering price of the remaining
105,000 shares is estimated, solely for computing the registration
fee, based upon $5.875 per share, which is the average of the high
and low sales prices of the registrant's common stock on the
Nasdaq National Market on September 26, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document filed by Outlook Group Corp. (the "Registrant")
(Commission File No. 0-18815) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), is incorporated herein by reference:
(a) The Registrant's Annual Report filed on Form 10-K for its fiscal
year ended May 31, 2000.
(b) The description of the Registrate's Common Stock in its
Registration Statement on Form 8-A, as amended September 9, 1991.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
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 hereof 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the Wisconsin Business Corporation
Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant is required
to indemnify a director or officer, to the extent such person is successful on
the merits or otherwise in the defense of a proceeding, for all reasonable
expenses incurred in the proceeding if such person was a party because he or she
was a director or officer of the Registrant. In all other cases, the Registrant
is required by Section 180.0851(2) to indemnify a director or officer against
liability incurred in a proceeding to which such person was a party because he
or she was a director or officer of the Registrant, unless it is determined that
he or she breached or failed to perform a duty owed to the Registrant and the
breach or failure to perform constitutes: (i) a willful failure to deal fairly
with the Registrant or its shareholders in connection with a matter in which the
director or officer has a material conflict of interest; (ii) a violation of
criminal law, unless the director or officer had reasonable cause to believe his
or her conduct was lawful or no reasonable cause to believe his or her conduct
was unlawful; (iii) a transaction from which the director or officer derived an
improper personal profit; or (iv) willful misconduct. Section 180.0858 provides
that, subject to certain limitations, the mandatory indemnification provisions
do not preclude any additional right to indemnification or allowance of expenses
that a director or officer may have under the Registrant's Articles of
Incorporation, Bylaws, any written agreement between the director or officer and
the Registrant or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of improper dividends
or distributions to shareholders or certain other improper acts which they
approved are entitled to contribution from other directors who approved such
actions and from shareholders who knowingly accepted an improper dividend or
distribution, as provided therein.
Article IX of the Registrant's Restated Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL. Furthermore, certain officers of
the Registrant are also officers of subsidiaries of the Registrant and, as a
result, such officers may be entitled to indemnification pursuant to provisions
of such subsidiaries' governing corporate laws, articles of incorporation and
bylaws. The Registrant has also executed an indemnity agreement with each of its
directors and certain of its officers which provides certain indemnity rights to
such individuals.
Directors and officers of the Registrant are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS
See the Exhibit Index following the Signatures page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.
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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
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 the 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;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
with the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
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(h) Reference is made to the indemnification provisions described in
Item 6 of this Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 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 Neenah, State of Wisconsin, on September 26, 2000.
Outlook Group Corp.
(Registrant)
By: /s/ RICHARD C. FISCHER
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Richard C. Fischer
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard C. Fischer, his true and lawful
attorney-in-fact and agent, 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 other documents
in connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto said attorney-in-fact and agent, 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 to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes, may 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 and on the date indicated.*
SIGNATURE TITLE
/s/ RICHARD C. FISCHER Chairman of the Board and
-------------------------------- Chief Executive Officer; Director
Richard C. Fischer
/s/ PAUL M. DREWEK Chief Financial Officer
-------------------------------- (Principal financial and accounting officer)
Paul M. Drewek
/s/ JOSEPH J. BAKSHA President and Chief Operating Officer;
-------------------------------- Director
Joseph J. Baksha
/s/ HAROLD J. BERGMAN Director
--------------------------------
Harold J. Bergman
/s/ JEFFRY H. COLLIER Director
--------------------------------
Jeffry H. Collier
/s/ JAMES L. DILLON Director
--------------------------------
James L. Dillon
/s/ PAT RICHTER Director
--------------------------------
Pat Richter
/s/ A. JOHN WILEY, JR. Director
--------------------------------
A. John Wiley, Jr.
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*Each of the above signatures is affixed as of September , 2000.
S-1
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Outlook Group Corp.
(the "Registrant")
(Commission File No. 0-18815)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
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4.1 Articles III, IV and VI of the Restated Exhibit 3.1 to the Company's
Articles of Incorporation of the Annual Report on Form 10-K
Company for the ended May 31, 2000
4.2(a) Amended and Restated Note Purchase Exhibit 4.1 to the Company's
Agreement dated November 5, 1996 Quarterly Report on Form
between the Company and State of 10-Q for the quarter ended
Wisconsin Investment Board* November 29, 1996
4.2(b) Waiver and Amendment thereto dated Exhibit 4.2(b) to the
August 21, 1997 Company's Annual Report on
Form 10-K for the fiscal year
ended May 31, 1997
4.3 Amended and Restated Loan and Exhibit 4.3(b) to the
Security Agreement dated May 12, 1999 Company's Annual Report on
among the Company and its subsidiaries Form 10-K for the fiscal year
and Bank of America National Trust and ended May 31, 1999
Savings Association*
4.4(a) Reimbursement Agreement dated August Exhibit 4.4(a) to the
1, 1994 between Outlook Packaging, Company's Annual Report on
Inc. ("Packaging") and Firstar Bank, Form 10-K for the fiscal year
relating to $4,000,000 City of Oak Creek ended May 31, 1994
Industrial Revenue Bonds*
4.4(b) Related Corporate Guarantee Agreement Exhibit 4.4(b) to the 1994
dated August 1, 1994 by the Company* 10-K
4.5 Loan Agreement dated as of September Exhibit 4.6 to the Company's
1, 1990 by and between City of Neenah, Registration Statement on
Wisconsin and Olympic Label Systems, Form S-1 (No. 33-36641), as
Inc. (n/k/a Outlook Label Systems, Inc.) amended by Amendment No.
("Outlook Label"), relating to 1 thereto ("S-1")
$4,000,000 Industrial Development
Revenue Bonds
5 Opinion of Quarles & Brady LLP X
23.1 Consent of PricewaterhouseCoopers, X
LLP
23.2 Consent of Quarles & Brady LLP Contained in
Exhibit 5
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EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
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24 Power of Attorney Contained in
Signatures page to
this Registration
Statement
99.1 Outlook Group Corp. 1999 Stock Option Exhibit A to the Registrant's
Plan definitive Proxy Statement
dated September 15, 1999 for
its 1999 annual meeting of
shareholders
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