As filed with the Securities and Exchange Commission on May 20, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
ALLTRISTA CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Indiana 35-1828377
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
345 South High Street, Muncie, Indiana 47305-2326
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
<PAGE>
ALLTRISTA CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
CT Corporation System, One North Capitol Avenue, Indianapolis, Indiana 46204
(Name and address of agent for service)
(800) 475-1212
(Telephone number, including area code, of agent for service)
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<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(2) PRICE(2) FEE
Common Stock 100,000 shares $ 21.75 $ 2,175,000.00 $ 660.00
(including Preferred
Stock Purchase
Rights)(1)
<FN>
(1) Each share of Alltrista Common Stock includes a right ("Alltrista Right") to purchase
Series A Junior Participating Preferred Stock of Alltrista or, under certain circumstances,
Alltrista Common Stock, cash, property or other securities of Alltrista.
(2) The offering price is estimated solely for the purpose of determining the registration
fee and is based upon the average high and low prices for the Registrant's Common Stock on
NASDAQ on May 13, 1997, pursuant to Rule 457(h).
</TABLE>
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
On March 31, 1993, Alltrista Corporation (the "Company"), filed a
Registration Statement (File No. 33-60624) on Form S-8 (the "Initial
Registration Statement") covering 300,000 shares of the Company's common
stock, no par value (the "Common Stock"), eligible for purchase by employees
of the Company pursuant to the Employee Stock Purchase Plan of Alltrista
Corporation (the "Plan").
On March 21, 1996, the Company's Board of Directors approved a resolution
amending and restating the Plan (the "Amended Plan") to increase the number of
shares of Common Stock available for purchase pursuant to the Plan. The
remaining terms of the Amended Plan are substantially the same as the terms of
the Plan. On May 16, 1996 the Company's shareholders approved the Amended
Plan. Therefore, the total number of shares of Common Stock currently
registered for issuance pursuant to the Plan is 400,000, and this Registration
Statement covers the additional 100,000 shares of Common Stock to be
registered hereunder.
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<CAPTION>
Item 8. Exhibits
EXHIBIT
<C> <S>
4.1 ALLTRISTA CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
5.1 Opinion of Ice Miller Donadio & Ryan
24.1 Consent of Independent Accountants, Price Waterhouse LLP
24.2 Consent of Ice Miller Donadio & Ryan (contained in Exhibit 5.1)
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<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 the City of Muncie, State of Indiana, on May 15, 1997.
ALLTRISTA CORPORATION
(Registrant)
By:
/s/ Thomas B. Clark
Thomas B. Clark
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
<S> <C>
Capacity; Date
/S/ Thomas B. Clark President and Chief Executive Officer
Thomas B. Clark (Principal Executive Officer); Director
May 15, 1997
/S/ Kevin D. Bower Vice President of Finance and Controller
Kevin D. Bower (Principal Financial Officer)
May 15, 1997
/S/ William L. Peterson Chairman of the Board
William L. Peterson May 15, 1997
/S/ William A. Foley Director
William A. Foley May 15, 1997
/S/ Robert E. Fowler, Jr. Director
Robert E. Fowler, Jr. May 15, 1997
/S/ Richard L. Molen Director
Richard L. Molen May 15, 1997
/S/ Patrick W. Rooney Director
Patrick W. Rooney May 15, 1997
/S/ David L. Swift Director
David L. Swift May 15, 1997
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibits delivered for filing with this Registration Statement on Form S-8:
<C> <S>
4.1 ALLTRISTA CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
5.1 Opinion of Ice Miller Donadio & Ryan
24.1 Consent of Independent Accountants, Price Waterhouse LLP
24.2 Consent of Ice Miller Donadio & Ryan (contained in Exhibit 5.1)
</TABLE>
ALLTRISTA CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Employee Stock Purchase Plan of
Alltrista Corporation is to encourage eligible employees of Alltrista
Corporation and its Designated Subsidiaries to acquire and maintain an
interest in the Corporation by purchasing shares of Common Stock of the
Corporation through payroll deduction. It is anticipated that the acquisition
of such interest will increase the personal long-term interest of its
employees in the continued success and progress of the Corporation.
2. Definitions. When used in this Plan, unless the context otherwise
requires:
A. "Administrator" shall mean The Bank of New York, 101 Barclay
Street, New York, NY 10286, as described in Section 5 hereof.
B. "Board" shall mean the Board of Directors of the Company.
C. "Common Stock" shall mean the Common Stock, without par value, of
the Company.
D. "Company" shall mean Alltrista Corporation, an Indiana
corporation.
E. "Company Contribution" shall mean the amount of contribution made
by the Company or a Designated Subsidiary pursuant to Section 4 hereof.
F. "Compensation" shall mean all income by an employee for services
rendered as an employee of the Company or any Designated Subsidiary
G. "Designated Subsidiaries" shall mean the subsidiaries which have
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
H. "ESPP Instructions to Alltrista Corporation" shall mean the
document by which a participant provides specific instructions to the
Administrator, as provided in Section 10 hereof.
I. "Investment Date" shall mean the date as of which new Shares are
purchased pursuant to Section 8 hereof.
J. "Payroll Deduction Authorization Change" shall mean the document
by which a participant authorizes a change in the amount of payroll deduction,
as described in Section 7 hereof.
<PAGE>
K. "Plan" shall mean this Employee Stock Purchase Plan as amended
from time to time.
L. "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
M. "Shares" shall mean shares of Common Stock.
N. "Transaction Request Form" shall mean the document by which a
participant provides specific instructions to the Administrator, as provided
in Section 10 hereof.
3. Stock. The maximum number of Shares reserved for sale under the
Plan shall be 400,000 Shares, subject to adjustment through the declaration of
stock dividends and through recapitalization resulting in a stock split-up,
spin-off, split-off or combination or exchange of shares or otherwise. The
Plan will remain in effect until terminated by the Company.
Once an employee is enrolled in the Plan, the amount of payroll
deduction, plus the Company Contribution, shall be used to purchase new issue
and/or treasury Shares (both whole and fractional shares) from the Company.
The Company shall determine whether such Shares shall be new issue or treasury
shares.
4. Company Contribution. The Company, or its Designated Subsidiary,
shall contribute an amount ("Company Contribution") equal to 20% of each
participating employee's actual payroll deductions. In addition, the Company,
or its Designated Subsidiary, shall pay all costs of administration of the
Plan.
5. Administrator. The Bank of New York (the "Administrator") shall
administer the Plan and, as agent for the participants in the Plan, purchase
Shares from the Company. The Administrator shall keep a continuous record for
each participant of Shares purchased on behalf of each participant, and the
Administrator shall send to each participant a quarterly statement of account.
The Administrator shall also hold and act as custodian of certificates
representing Shares purchased under the Plan in order to relieve participants
of the responsibility for the safekeeping of multiple certificates for Shares
purchased and to protect against loss, theft or destruction of stock
certificates. The Shares represented by such certificates shall be credited
to the participant's Plan account and shall be shown on the participant's
statement of account in the participant's name.
6. Eligibility. Any regular full-time or regular part-time employee
of the Company (including officers who are also employees) shall be eligible
to participate in the Plan after such employee has attained age 18 and
completed six consecutive months of service with the Company or any Designated
Subsidiary.
<PAGE>
7. Participation and Administration. An eligible employee may
participate in the Plan at any time by completing and signing an Employee
Stock Purchase Plan of Alltrista Corporation Investment Directions card for
new participants, or a Payroll Deduction Authorization Change card provided by
the Company; and returning it to the Company. The Company shall process the
payroll deduction card. Payroll deduction cards shall be furnished to
employees at any time upon request to the Company.
The payroll deduction card shall direct the Company to pay the
Administrator the amounts authorized by a participant as a payroll deduction,
together with the Company Contribution and any quarterly cash dividends on
Shares (including fractional shares) credited to the participant's Plan
account. The payroll deduction card shall also direct the Administrator to
use the payroll deduction and the Company Contribution payments to purchase
new issues and/or treasury Shares of Common Stock on each Investment Date, as
defined in Section 8. In addition, payroll deduction cards shall direct the
Administrator to reinvest cash dividends, as specified in Section 8, as soon
as practicable after the dividend payable date.
After the payroll deduction card has been received by the Company and the
authority for the payroll deduction has been noted on the Company payroll
records, the Company shall, commencing as soon as practicable after the
employee becomes eligible to participate in the Plan, withhold for each pay
period the amount such employee has authorized as a payroll deduction, except
as provided hereinafter. The amount withheld from each payroll during
approximately a three-month period, together with the Company Contribution,
shall be used to buy Shares for a participant's account under the Plan.
Nothing contained herein shall permit the participant to invest more than the
maximum amount specified below on an annual basis.
The participant shall specify on the payroll deduction card the amount of
compensation to be withheld from each pay period, except as hereinafter
provided. Deduction may be authorized from a minimum of $5 per month up to a
maximum of $500 per month for a total maximum of $6,000 in a calendar year.
During months in which there occur three pay periods for employees paid on a
bi- weekly basis and during months in which there occur five pay periods for
employees paid on a weekly basis, deductions may exceed $500 per month to
account for such pay periods, but total deductions during any calendar year
shall not exceed $6,000 per year.
The payroll deduction authorizations are for an indefinite period of
time. The amount of a participant's payroll deduction can be revised, changed
or terminated at any time by submitting a Payroll Deduction Authorization
Change card. Commencement, revision or termination of deductions will become
effective as soon as possible after the Payroll Deduction Authorization Change
card is received by the Company.
8. Price of Shares Purchased. The price of the Shares purchased with
the participant's payroll deduction and Company Contribution shall be the
average of daily high and low prices for the Company's Shares traded on the
Nasdaq National Market System during the three calendar months preceding the
Investment Date on which new Shares are purchased, as shown in the Midwest
Edition of The Wall Street Journal. The Investment Date for payroll
deductions shall be on or about but not later than the 15th day of February,
May; August and November, as applicable.
The price of all Shares purchased shall be computed to three decimal
places.
No brokerage commissions or service charges shall be paid by participants
for purchases of Shares under the Plan.
9. Number of Shares to be Purchased for the Employee. Both whole and
fractional Shares (computed to four decimal places) shall be purchased by the
Administrator under the Plan, and all such Shares shall be credited to a
participant's Plan account. The number of Shares, including fractional
Shares, so purchased shall depend on the amount of the participant's payroll
deduction, the amount of Company Contribution, and the price of Shares as
defined in Section 8. There is no limitation as to the maximum or minimum
number of Shares that may be purchased by any employee; provided, however,
that if the total number of Shares which would otherwise be purchased pursuant
to the Plan on an Investment Date exceeds the number of Shares then available
under the Plan (after deduction of all shares which have been purchased or are
then outstanding), the Company shall make a pro rata allocation of Shares
remaining available for purchase in as uniform a manner as shall be
practicable and as it shall determine to be equitable, in such event, the
Company shall give written notice to each participant of such reduction of the
number of Shares affected thereby and shall similarly reduce the amount of
payroll deductions, if necessary.
10. Issuance of Certificates. Certificates for any number of whole
Shares so held by the Administrator and credited to a participant's Plan
account shall be issued to the participant only upon such participant's
written request on a Transaction Request Form or an ESPP Instructions to
Alltrista Corporation card forwarded to the Administrator. Certificates for
fractional Shares will not be issued to participants. Upon the registration
of Shares in the participant's name, those Shares will no longer be in the
Plan and, therefore, those Shares and dividends will not be credited to the
participant's Plan account.
11. Sale of Shares. Sale of both whole and fractional Shares so held
by the Administrator and credited to a participant's Plan account shall be
sold only upon such participant's written request on a Transaction Request
Form or an ESPP Instructions to Alltrista Corporation card forwarded to the
Administrator. The Shares are to be sold on the open market by the
Administrator or purchased by Alltrista Corporation if the Company so elects,
on the Friday after receipt of the sale order. The sale order must be
received by the Administrator by 5 p.m. on Thursday preceding the Friday sale
date to be included in that week's sale.
The sale price of the Shares shall be the price sold on the open market
by the Administrator. If Alltrista Corporation elects to-buy the Shares, the
price will be the average of the high and low market price on the sale day.
Brokerage commissions or service charges shall be paid by participants
for the sale of Shares under the Plan.
<PAGE>
Purchase and systematic sale under the Plan for the purpose of obtaining
the 20% Company Contribution will be considered an abuse of the Plan's intent
and may result in the participant's suspension of contributions in the Plan or
other actions by the Company.
12. Employee Withdrawal from the Plan. A participant may withdraw
from the Plan at any time. In order to withdraw from the Plan, a participant
must notify the Administrator to issue the Shares in such participant's Plan
account to the participant and/or sell the Shares and have the proceeds issued
to the participant or a combination of both. The participant can submit these
instructions to the Administrator by executing a Transaction Request Form,
attached to the quarterly statement, or the ESPP Instructions to Alltrista
Corporation card and returning either to the Administrator. The participant
must also notify the Company to stop payroll deductions. The participant can
notify the Company to cease making payroll deductions by executing the Payroll
Deduction Authorization Change card and returning the card to the Company.
If a participant terminates employment, thereby ceasing payroll
deductions before the end of the three full calendar months preceding the next
Investment Date, the amount of the participant's payroll deduction which
otherwise would have been invested shall be repaid to the participant as soon
as practicable. If a participant terminates employment at or after the end of
the three full calendar months preceding the next Investment Date, the amount
of the payroll deduction and the Company Contribution scheduled to be invested
for the preceding three calendar months shall be so invested.
A participant's death, retirement or other termination of employment
shall be deemed to be withdrawal from the Plan. A participant's interest in
the Plan is not assignable.
In the event that a participant withdraws from the Plan due to death,
retirement or termination of employment or in the event of termination of the
Plan by the Company, certificates for whole Shares credited to the
participant's Plan account shall be delivered to the participant by the
Administrator, and a cash payment shall be made for the sales price (less
brokerage commission and any transfer taxes) of any fractional Share.
Upon the effective date of a participant's withdrawal from the Plan, no
subsequent payroll deductions shall be made unless the participant re-enrolls
in the Plan. Any subsequent cash dividends payable on Shares withdrawn from
the Plan and issued to the participant will be paid to the withdrawing
participant.
13. Rights Offering and Stock Dividends. A participant's entitlement
in a regular rights offering will be based upon such participant's total
holdings of whole and fractional Shares. Rights applicable to Shares credited
to a participant's Plan account shall be sold for such participant's account,
and the net proceeds shall be invested on the next Investment Date at the
price specified in Section 8. If a participant wants to exercise, transfer or
sell the rights applicable to the Shares credited to such participant's Plan
account, such participant shall request, prior to the record date for the
issuance of any such rights, that the whole Shares credited to such
participant's Plan account be transferred from the account and registered in
such participant's name.
<PAGE>
Any stock dividends or split shares distributed by the Company on Shares
credited to the Plan account of a participant shall be added to the
participant's Plan account.
14. Voting at Meetings of Stockholders. For each meeting of
Stockholders, each participant shall receive a proxy enabling such participant
to vote all Shares credited to such participant's Plan account. The
Administrator, as record owner of the Shares in the Plan, may vote at any
meeting of stockholders all Shares credited to a participant'S Plan account
that participants fail to vote but not those Shares for which participants
have directed the Administrator in writing not to vote.
15. Reports to Participants. Each participant shall receive a
quarterly statement of account from the Administrator, providing a continuing
record of the cost of such participant's purchases. Each participant shall
also receive the same communications as every other stockholder.
16. Responsibility of the Company and the Administrator Under the
Plan. In administering the Plan, neither the Company; the Administrator nor
any agent shall be liable for any act done in good faith, or for any omission
to act in good faith, including without limitation, any claim of liability
arising out of failure to terminate a participant's account upon such
participant's death prior to the receipt of notice in writing of such death.
17. Charges, Deductions and Liens. The participant shall not incur
any charge or deduction for withdrawal or partial withdrawal from the Plan.
The Plan shall not provide for the creation of any lien on any funds or
securities held under the Plan.
18. Other. The Board shall have the right to interpret and regulate
the Plan. The Board shall also have the right to suspend, modify or terminate
the Plan at any time. Notice of any suspension, modification or termination
shall be sent to all participants.
Board of Directors
Alltrista Corporation
May 19, 1997
Page 2
May 19, 1997
Board of Directors
Alltrista Corporation
345 South High Street
Muncie, Indiana 47305-2326
Gentlemen:
We have acted as counsel to Alltrista Corporation, an Indiana corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement"), with the Securities and Exchange
Commission (the "Commission") for the purposes of registering under the
Securities Act of 1933, as amended (the "Securities Act"), 100,000 shares of
the Company's authorized but unissued Common Stock, no par value, (the
"Shares") for the purchase by the Company's employees pursuant to the terms
and conditions of the 1996 Alltrista Employee Stock Purchase Plan (the
"Plan").
In connection therewith, we have investigated those questions of law we
have deemed necessary or appropriate for purposes of this opinion. We have
also examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for the purpose of this
opinion, including:
<PAGE>
1. Resolutions relating to the adoption of the Plan adopted by the
Company's Board of Directors on March 21, 1996 (the "Resolutions"); and
2. The Registration Statement.
We have also relied, without investigation as to the accuracy thereof, on oral
and written communication from public officials and officers of the Company.
For purposes of this opinion, we have assumed (i) the genuineness of all
signatures of all parties other than the Company; (ii) the authenticity of all
documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or photostatic copies;
(iii) that the Resolutions will not be amended, altered or superseded prior to
the issuance of the Shares; and (iv) that no changes will occur in the
applicable law or the pertinent facts prior to the issuance of the Shares.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Shares are validly authorized and,
when (a) the pertinent provisions of the Securities Act and all relevant state
securities laws have been complied with and (b) the Shares have been delivered
against payment therefor as contemplated by the Plan, the Shares will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of
the Securities Act or under the rules and regulations of the Commission
relating thereto.
Very truly yours,
/s/ Ice Miller Donadio and Ryan
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1997, which appears on
page 26 of the 1996 Annual Report to Shareholders of Alltrista Corporation,
which is incorporated by reference in Alltrista Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 15 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Indianapolis, Indiana
May 19, 1997
