As filed with the Securities and Exchange Commission on June 6, 2000
Registration No. 333-
---------------------------------------
OMB APPROVAL
---------------------------------------
OMB Number:.....3235-0066
Expires:.....May 31, 2001
Estimated average burden hours per
response.....46
---------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Graphic Packaging International Corporation
(Exact name of issuer as specified in its charter)
Colorado 84-1208699
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
16000 Table Mountain Parkway
Golden, Colorado 80403
(Address of principal executive offices) (Zip Code)
Graphic Packaging Equity Compensation Plan for Non-Employee Directors
Graphic Packaging Savings and Investment Plan
Graphic Packaging Employee Stock Purchase Plan
(Full title of the plans)
--WITH A COPY TO--
Jill B.W. Sisson, Esq. Thomas A. Richardson, Esq.
General Counsel Holme Roberts & Owen LLP
ACX Technologies, Inc. 1700 Lincoln Street
16000 Table Mountain Parkway Suite 4100
Golden, Colorado 80403 Denver, CO 80203
(303) 271-7000 (303) 861-7000
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
-----------------------------------------------------------------------------
Common Stock 3,350,000 $3.44 $11,524,000.00 $3,042.34
$.01 par value(2) shares(3)
-------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) on the basis of the average of the high and low sales prices
reported on the New York Stock Exchange on May 31, 2000.
(2) In addition, 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 Graphic Packaging Savings and Investment Plan.
(3) This registration statement covers the issuance of 100,000 shares pursuant
to the Graphic Packaging Equity Compensation Plan for Non-Employee Directors.
This registration statement covers the issuance of 3,000,000 shares
pursuant to the Graphic Packaging Savings and Investment Plan.
This registration statement covers the issuance of 250,000 shares pursuant
to the Graphic Packaging Employee Stock Purchase Plan.
2
<PAGE>
Form S-8 Pursuant to General Instruction E
This Form S-8 is filed with the Securities and Exchange Commission (the
"Commission") pursuant to General Instruction E to Form S-8. The Forms S-8 filed
with the Commission on December 17, 1992, September 17, 1993, and August 31,
1998, by Graphic Packaging International Corporation (the "Registrant" or the
"Company"), File Numbers 33-55894, 33-68898, and 33-55894, respectively, are
hereby incorporated by reference into this Form S-8.
The Registrant hereby registers the issuance of an additional 3,350,000 shares
of the Company's Common Stock.
** Explanatory note: The Company recently effected a name change to Graphic
Packaging International Corporation. The Company was previously named ACX
Technologies, Inc. The Plans were previously titled: ACX Technologies, Inc.
Equity Compensation Plan for Non-Employee Directors, ACX Technologies, Inc.
Savings and Investment Plan (and previously ACX Technologies, Inc. Savings and
Investment Plan A), and ACX Technologies, Inc. Employee Stock Purchase Plan.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company and filed by the Graphic Packaging
Savings and Investment Plan with the Commission are hereby incorporated by
reference into this Registration Statement:
(a) The Registrant's latest annual report on Form 10-K for the year ended
December 31, 1999, filed with the Commission on March 29, 2000 (File Number
001-14060);
(b) The Registrant's quarterly report on Form 10-Q for the period ended March
31, 2000, filed with the Commission on May 15, 2000;
(c) The Registrant's current report on Form 8-K, filed with the Commission on
May 31, 2000;
(d) The description of Common Stock of the Registrant contained in the
Registrant's registration statement on Form 10, as amended, File No. 0-20704;
and
(e) The latest annual report on Form 11-K for the year ended December 31, 1998,
of the Graphic Packaging Savings and Investment Plan (previously titled the ACX
Technologies, Inc. Savings and Investment Plan A), filed with the Commission on
June 30, 1999 (File Number 0-20704).
All documents subsequently filed by the Registrant and by the Graphic Packaging
Savings and Investment Plan with the Commission pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, 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 be reference in this Registration Statement and to be
a part hereof from the date of filing such documents.
3
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
5.1 Legality Opinion of Holme Roberts & Owen LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Holme Roberts & Owen LLP. See Exhibit 5.1.
24.1 Powers of Attorney. See signature page hereof.
4
<PAGE>
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 Golden, Colorado, on the 19th day of May, 2000.
Graphic Packaging International Corporation
By /s/ Jeffrey H. Coors
-----------------------
Jeffrey H. Coors
Chairman and President
Pursuant to the requirements of the Securities Act of 1933, the administrator of
the Graphic Packaging Savings and Investment Plan has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Golden, Colorado on the 22nd day of May, 2000.
GRAPHIC PACKAGING SAVINGS AND INVESTMENT PLAN
By /s/ Jed T. Burnham
-------------------
Jed T. Burnham
Chairman of Plan Committee
5
<PAGE>
Power of Attorney
Signatures
We, the undersigned officers and directors of Graphic Packaging International
Corporation hereby severally constitute and appoint, Jill B. W. Sisson and
Jeffrey H. Coors, and each of them singly, our true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this Registration Statement and any abbreviated Registration Statement in
connection with this Registration Statement, including but not limited to any
Registration Statement filed to register additional Common Stock which may be
acquired pursuant to the Graphic Packaging Equity Compensation Plan for
Non-Employee Directors, the Graphic Packaging Savings and Investment Plan, and
the Graphic Packaging Employee Stock Purchase Plan; and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; and to sign all documents in connection with
the qualification and sale of the Common Stock with Blue Sky authorities and
with the New York Stock Exchange; granting unto said attorneys-in-fact full
power and authority to perform any other act on behalf of the undersigned
required to be done in the premises, hereby ratifying and confirming all that
said attorneys-in-fact lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has
been signed by the following persons in the capacities and on the dates
indicated:
Date: May 19, 2000 /s/ Jeffrey H. Coors
---------------------
Jeffrey H. Coors
Chairman and President
Date: May 25, 2000 /s/ William K. Coors
---------------------
William K. Coors
Director
Date: May 23, 2000 /s/ John D. Beckett
--------------------
John D. Beckett
Director
Date: May 23, 2000 /s/ John H. Mullin, III
-----------------------
John H. Mullin, III
Director
Date: May 25, 2000 /s/ John Hoyt Stookey
----------------------
John Hoyt Stookey
Director
Date: May 23, 2000 /s/ James K. Peterson
-------------------------
James K. Peterson
Director
Date: May 19, 2000 /s/ Gail A. Constancio
-----------------------
Gail A. Constancio
Chief Financial Officer
Date: May 22, 2000 /s/ Jed T. Burnham
--------------------
Jed T. Burnham
Executive Vice President - Finance
