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)
<PAGE>
ALLTRISTA CORPORATION 1996 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
(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)
<TABLE>
<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 20,000 shares $ 21.75 $ 435,000.00 $ 132.00
(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 purposes 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. 33-60622) on Form S-8 (the "Initial
Registration Statement") covering 10,000 shares of the Company's common stock,
no par value (the "Common Stock"), issuable upon exercise of stock options
granted under the Company's 1993 Stock Option Plan for Nonemployee Directors
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 issuable upon conversion of the stock options which may
be granted under the Plan and to increase the yearly option grant to
nonemployee directors from 350 to 1,000 shares of Common Stock. 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 30,000 and this Registration Statement covers
the additional 20,000 shares of Common Stock to be registered hereunder.
<TABLE>
<CAPTION>
Item 8. Exhibits
EXHIBIT
<C> <S>
4.1 Alltrista Corporation 1996 Stock Option Plan for Nonemployee Directors
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>
<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.
<TABLE>
<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:
<S> <C>
4.1 Alltrista Corporation 1996 Stock Option Plan for Nonemployee Directors
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>
1
ALLTRISTA CORPORATION
1996 STOCK OPTION PLAN
FOR
NONEMPLOYEE DIRECTORS
1. Purpose. The purposes of the 1996 Stock Option Plan for
Nonemployee Directors of Alltrista Corporation are to enable Alltrista
Corporation to attract and retain persons of outstanding competence to serve
as Nonemployee Directors of the Corporation by encouraging and enabling the
acquisition of a proprietary interest in Common stock of the Corporation
pursuant to the terms of this Plan and to provide a direct link between
Nonemployee Directors consideration and the interests of the Corporation's
shareholders.
2. Definitions. When used in this Plan, unless the context otherwise
requires:
A. "Board of Directors" shall mean the Board of Directors of the
Corporation as constituted at any time.
B. "Code" shall mean the internal Revenue Code of 1986, as amended.
C. "Committee" shall mean the Stock Option Committee described in
Section 3 hereof.
D. "Corporation" shall mean Alltrista Corporation.
E. "Fair Market Value" shall mean the closing price of the Stock as
published in The Wall Street Journal report of the Nasdaq National Market
System, the New York Stock Exchange-Composite Transactions or the American
Stock Exchange, wherever the Corporation is listed, corrected for any
reporting errors, or if the Stock is not traded on that day, on the next
preceding day on which there was a sale of such Stock.
F. "Non-Qualified Stock Options" shall mean stock options which do
not qualify under or meet the requirements of Section 422 of the Code.
G. "Plan" shall mean this 1996 Stock Option Plan for Nonemployee
Directors authorized by the Board of Directors at its meeting held on March
21, 1996 as such Plan from time to time may be amended as herein provided.
H. "Retirement" shall mean the termination of all service as a
Director of the Corporation for any reason, other than death or Total
Disability; after the Director has attained age 70.
I. "Share" shall mean a share of Stock.
J. "Stock" shall mean the Common Stock, without par value, of the
Corporation.
<PAGE>
K. "Stock Options" shall mean the Non-Qualified Stock Options issued
pursuant to the Plan.
L. "Stock Option Agreement" shall mean the agreement between the
Corporation and the optionee evidencing the grant of a Stock Option as
provided in Section 5D hereof.
M. "Total Disability" shall mean "permanent and total disability" as
defined in Section 22(c)(3) of the Code.
3. Committee. The Plan shall be administered by a Committee of no
fewer than two Directors of the Corporation. The Committee shall, subject to
and not inconsistent with the express terms of the Plan, have full and final
authority to interpret the Plan and the Stock Options granted thereunder; to
prescribe, amend and rescind rules and regulations, if any, relating to the
Plan; and to make all determinations necessary or advisable for the
administration of the Plan. No member of the Board or the Committee shall be
liable for anything done or omitted to be done by such member or by any other
member of the Committee in connection with tile Plan, except his own willful
misconduct or gross negligence. All decisions which are made by tile Committee
with respect to interpretation of the terms of the Plan, with respect to
interpretation of the terms and conditions of tile Stock Options, with respect
to the instruments evidencing the grant of Stock Options, and with respect to
any questions or disputes arising under this Plan, shall be final and binding
on the Corporation and the participants, their heirs and beneficiaries.
4. Stock. The Stock subject to Stock Options and other provisions of
the Plan shall be authorized and unissued and subject to adjustment in
accordance with the provisions of Section 8. The total number of Shares which,
at any one time, may be subject to issuance or which in the aggregate may be
issued by exercise of Stock Options pursuant to the Plan shall not exceed
thirty thousand (30,000).
In the event that any outstanding Stock Option under the Plan for any
reason expires or is terminated, without having been exercised in full, prior
to the end of the period during which Stock Options may be granted, the Shares
allocable to the unexercised portion of such Stock Option may he again
subjected to a Stock Option under the Plan.
5. Stock Option Terms and Conditions.
A. Eligibility and Participation. All persons who serve as Directors
of the Corporation and who, at the time of grant, are not "employees" of the
Corporation or any of its subsidiaries, within the meaning of the Employee
Retirement Security Act of 1974, as amended, are eligible to participate in
the Plan. The adoption of this Plan shall not he deemed to give any Director
any right to be granted an option to purchase Shares, other than in accordance
with the terms of this Plan.
<PAGE>
B. Price of stock Options. The price of Shares to he purchased
pursuant to the exercise of any Stock Option shall be 100 percent of the Fair
Market Value of the Stock on the date of grant of the Stock Option. The
exercise price of Shares subject to Stock Options shall be subject to
adjustment as provided in Section 8.
C. Term of Stock Options. The term of any Stock Option granted under
the Plan shall be 10 years from the date on which it is granted.
D. Grant of Stock Options. Stock Options granted under the Plan
shall be Non- Qualified Stock Options at the time of each grant. Each Stock
Option granted pursuant to the Plan shall be evidenced by a written Stock
Option agreement between the Corporation and the optionee in such form as the
Committee may prescribe from time to time, which agreement shall comply with
and be subject to the terms and conditions described herein. On April 30
commencing on or after the effective date of the Plan, and on each April 30
thereafter each eligible Director shall be granted automatically, without
action by the Committee, a Stock Option to purchase one thousand (1,00())
Shares. The Stock Option Agreement shall serve as the notification. Receipt of
the Stock Option Agreement shall he acknowledged by the Director on the
duplicate copy, and by such acknowledgment, the Director shall agree that in
consideration of the grant of such Stock Option he will abide by all the terms
and conditions of the Plan. The Director shall return the duplicate copy of
the Stock Option Agreement to the Corporation either by delivery in person or
by mail within sixty (60) days after the date of grant. Any inconsistencies
between the terms of the Plan and the terms of the Stock Option Agreement
shall be governed by the terms of the Plan.
E. Exercise of Stock Options. Except as otherwise provided herein,
each optionee must remain a Director of the Corporation for one continuous
year from the date the Stock Option is granted before such Director can
exercise any part thereof. After such one-year period, the Stock Option shall
be exercisable in full for a period of ten years from the date of grant unless
such Stock Option has earlier expired or terminated subject to the provisions
hereof and to any provisions in the Stock Option Agreement. Notwithstanding
the foregoing, all Stock Options shall become exercisable in full (1) upon the
occurrence of a Change in Control (as defined below), (2) upon the optionee's
death or Total Disability or (3) upon attainment by the optionee of age 70;
provided, however, that if the optionee has attained age 70 at the date of
grant the Stock Option shall be exercisable as of such date. As used herein, a
"Change in Control of the Corporation" shall be deemed to have occurred if:
(a) any "Person" which shall mean a "person" as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act ) (other than the Corporation, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Corporation, or any company owned, directly or indirectly, by the shareholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing 30 percent or more of the combined voting power
of the Corporation's then outstanding securities;
<PAGE>
(b) at any time during any period of two consecutive years,
individuals, who at the beginning of such period constitute the Board, and any
new director (other than a director designated by a Person who has entered
into an agreement with the Corporation to effect a transaction described in
clause (a), (c) or (d) of this Section) whose election by the Board or
nomination for election by the Corporation's shareholders was approved by a
vote of at least two-thirds (2/3) of the directors at the beginning of the
period of whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof;
(c) the shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other company, other than (1) a
merger or consolidation which would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to represent
(either by representing outstanding or by being converted into voting
securities of the surviving entity) more than 50 percent of the combined
voting power of the voting securities of the Corporation or such surviving
entity outstanding immediately after such merger or consolidation, or (2) a
merger or consolidation effected to implement a recapitalization of the
Corporation (or similar transaction) in which no Person acquires 50 percent or
more of the combined voting power of the Corporation's then outstanding
securities; or
(d) the shareholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or disposition by
the Corporation of all or substantially all of the Corporation's assets.
A Stock Option may be exercised, to the extent then exercisable, by
giving written notice of such exercise to the Committee. The purchase price of
each Share on the exercise of any Stock Option shall be paid in full in cash
at the time of exercise. A Stock certificate representing the Shares so
purchased shall be delivered to the person entitled thereto. Until a Stock
certificate is actually issued, the person exercising the Stock Option shall
not be deemed a shareholder of those Shares so purchased for any purpose
whatsoever.
6. Termination. In the event a Director voluntarily resigns as a
Director during any term or at the end of any term, such Director may, but
only within the 30-day period immediately following such resignation and in no
event later than the expiration date specified in the Stock Option Agreement,
exercise such Director's Stock Option to the extent that such Stock Options
were exercisable at the date of such resignation.
If a Director ceases to be a Director of the Corporation due to
Retirement or Total Disability, he may, but only within the two-year period
immediately following such Retirement or Total Disability and in no event
later than the expiration date specified in the Stock Option Agreement,
exercise such Director's Stock Options in full.
If an optionee dies (whether prior to or after termination as a
Director), any Stock Options of the optionee that were exercisable on the date
of death may be exercised within the two-year period after death by the person
or persons to whom such Director's rights to it shall pass by will or by the
applicable laws of descent and distribution; provided, however, that no such
Stock Option may be exercised after the expiration date specified in the Stock
Option Agreement.
<PAGE>
7. Non-Transferability of Stock Options. Each Stock Option granted
under the Plan shall by its terms be non-transferable and non-assignable by
the optionee other than by will or the laws of descent and distribution and
shall be exercisable during an optionee's lifetime only by the optionee. Any
attempt of assignment, transfer, pledge, hypothecation, or other disposition
of any Stock Option granted hereunder which is contrary to the provisions of
the Plan, or the levy of any attachment or similar proceedings upon any Stock
Option shall be null and void.
8. Adjustment of Shares. In the event there is any change in the
Common Stock of the Corporation through the declaration of Stock dividends, or
through recapitalization resulting in a Stock spin-off, split-off, split-up or
combination or exchange of Shares, or otherwise, the number of Shares
available for Stock Options and the number of Shares thereof covered by
outstanding Stock Options and the price per Share in such Stock Options shall
be proportionately adjusted for any increase or decrease in the number of
issued Shares of the Corporation by the Committee; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated.
9. Issuance of Shares and Compliance with Securities Act. The
Corporation may postpone the issuance and delivery of Shares upon any exercise
of a Stock Option until (a) the admission of such Shares to listing on any
stock exchange on which Shares of the Corporation of the same class are then
listed and (b) the completion of such registration or other qualifications of
such Shares under any state or federal law, rule or regulation as the
Corporation shall determine to be necessary or advisable. Any person
exercising a Stock Option shall make such representations and furnish such
information as may, in the opinion of Counsel for the Corporation, be
appropriate to permit the Corporation, in light of the then existence or
nonexistence of an effective Registration Statement with respect to such
Shares under the Securities Act of 1933, as amended, to issue the Shares in
compliance with the provisions of that or any comparable act.
10. Administration, Amendment and Termination. The Board of
Directors may establish and adopt such resolutions, rules, regulations and
revisions thereto, not inconsistent with the provisions of the Plan, and
construe and interpret provisions of the Plan, as it may deem advisable to
make the Plan and Stock Options effective and to provide for the
administration of the Plan, and may take such other action with regard to the
Plan and Stock Options as it shall deem desirable to effect their purpose. All
such actions shall he final, conclusive and binding on all persons including
the Corporation, shareholders and optionees, and no member of the Board of
Directors shall be liable for any action or determination made in good faith
with respect to the Plan or any Stock Option granted under it.
The Board of Directors may cancel any outstanding, unexercised Stock
Option, provided the optionee to whom such Stock Option was granted has given
written consent thereto.
Nothing in the Plan shall be construed to give any Director of the
Corporation any right to receive a Stock Option under the Plan unless all
conditions described within the Plan are met as determined in the sole
discretion of the Committee, and nothing in the plan or any Stock Option
Agreement shall confer upon an individual any right to continue in service as
a Director or interfere in any way with the right of the Corporation to
terminate such service.
The Plan may he amended at any time and from time to time by the Board of
Directors of the Corporation (including by or through the Board's Executive
Committee or Executive Compensation Committee), except that no amendment or
modification of the Plan shall,
(i) without the written consent of any Director, adversely affect any
right, with respect to any Stock Option, theretofore granted to such Director,
or
(ii) be effective unless and until shareholder approval is obtained if
such approval of such amendment or modification is required for the exemption
available under Rule 16b-3 of the Securities Exchange Act of 1934, as amended,
to be applicable to the Plan.
The Committee may at any time suspend or terminate the Plan. No Stock
Option may be granted during any suspension of the Plan or after the Plan has
been terminated.
After the Plan shall terminate, the function of the Committee will be
limited to supervising the administration of the Stock Options previously
granted and no such termination or suspension shall adversely affect any right
of any Director with respect to any Stock Options theretofore granted to him.
The expenses of the Plan shall be borne by the Corporation.
The Plan shall become effective only upon the approval by the
shareholders of the Corporation, and no Stock Option shall be granted under
the Plan after March 21, 2006.
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"), 20,000 shares of
the Company's authorized but unissued Common Stock, no par value, (the
"Shares") issuable upon exercise of stock options which may be granted under
the 1996 Alltrista Stock Option Plan for Nonemployee Directors (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:
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
