Reg. No. __________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Alltrista Corporation
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(Exact name of Registrant as specified in its charter)
Indiana. . . . . . . . . . . . . . . . . . . . . . . . 35-1828377
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(State or other jurisdiction of. . . . . . . . . . . . (I.R.S. Employer
incorporation or organization) . . . . . . . . . . . . Identification No.)
5875 Castle Creek Parkway, N. Dr., Suite 440,
Indianapolis, Indiana. . . . . . . . . . . . . . . . . 46250-4330
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(Address of Principal Executive Offices) . . . . . . . (Zip Code)
Alltrista Corporation 1998 Long-Term
Equity Incentive Plan
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(Full title of the plan)
Mr. Kevin D. Bower
5875 Castle Creek Parkway, N. Dr., Suite 440
Indianapolis, Indiana 46250-4330
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(Name and address of agent for service)
Copies to
Mr. Joseph DeGroff
ICE MILLER DONADIO & RYAN
One American Square, Box 82001
Indianapolis, Indiana 46282
(317) 577-5040
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(Telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum Amount of
Title of securities. Amount to be maximum offering aggregate offering registration
to be registered(1). registered price per unit(2) price(2) fee
Common Stock . . . . 300,000 $ 23.0625 $ 6,918,750.00 $ 2,096.59
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(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Act") this Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. Furthermore,
pursuant to Rule 416(b) of the Act, there are being registered such additional shares as
may be issuable as a result of stock splits and stock dividends on, and similar capital
changes to, the registered securities.
(2)The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the
average of the high and low prices for the shares of Common Stock as reported on the New
York Stock Exchange on November 5, 1998.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following information heretofore filed with the Securities Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is incorporated herein by reference:
(a) The latest Annual Report on Form 10-K of Alltrista Corporation (the
"Registrant"), File No. 0-21052.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated December 3, 1997, File
No. 0-21052.
All documents filed by the Registrant or the Alltrista Corporation 1998 Long
Term Equity Incentive Plan ("Plan") pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment indicating that all of the
securities offered hereby have been sold or deregistering all such securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of those
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Indiana Business Corporation Law ("IBCL"), the provisions of which govern
the Registrant, empowers an Indiana corporation to indemnify present and former
directors, officers, employees, or agents or any person who may have served at
the request of the corporation as a director, officer, employee, or agent of
another corporation ("Eligible Persons") against liability incurred in any
proceeding, civil or criminal, in which the Eligible Person is made a party by
reason of being or having been in any such capacity, or arising out of his
status as such, if the individual acted in good faith and reasonably believed
that (a) the individual was acting in the best interests of the corporation, or
(b) if the challenged action was taken other than in the individual's official
capacity as an officer, director, employee or agent, the individual's conduct
was at least not opposed to the corporation's best interests, or (c) if in a
criminal proceeding, either the individual had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.
The IBCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim, including counsel fees; and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he is wholly successful in any such proceeding,
on the merits or otherwise. Under certain circumstances, a corporation may pay
or reimburse an Eligible Person for reasonable expenses prior to final
disposition of the matter. Unless a corporation's articles of incorporation
otherwise provide, an Eligible Person may apply for indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled to mandatory indemnification for reasonable expenses or that the
Eligible Person is fairly and reasonably entitled to indemnification in view of
all the relevant circumstances without regard to whether his actions satisfied
the appropriate standard of conduct.
Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because the Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought. If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board or such a committee, or by the shareholders of the
corporation.
In addition to the foregoing, the IBCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws, resolution of the board of directors or shareholders, or any other
authorization adopted after notice by a majority vote of all the voting shares
then issued and outstanding. The IBCL also empowers an Indiana corporation to
purchase and maintain insurance on behalf of any Eligible Person against any
liability asserted against or incurred by him in any capacity as such, or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.
Reference is made to Article 10 of the Articles of Incorporation of the
Registrant concerning indemnification of directors, officers, employees and
agents. Such Article indemnifies the directors, officers, employees and agents
to the fullest extent permitted by the IBCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits, page 8.
ITEM 9. UNDERTAKINGS.
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;
(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 (1)(i) and (1)(ii) shall not apply if
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
Commission by the Registrant 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 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.
(4) 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 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.
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 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.
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, hereunto duly
authorized, in the City of Indianapolis, State of Indiana, on October 15, 1998.
ALLTRISTA CORPORATION
By: /s/ Kevin D. Bower
Kevin D. Bower, Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Thomas B. Clark and Kevin D. Bower, and each or any of
them (with full power to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all 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, granting unto those
attorneys-in-fact and agents 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 or she might or could do in
person, hereby ratifying and confirming all that those attorneys-in-fact and
agents, or their substitutes, may 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 on October 15, 1998 by the following persons in the
capacities indicated:
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Signature . . . . . . . . Capacity
With Registrant
/s/ Thomas B. Clark . . . President, Chief Executive Officer and Director
Thomas B. Clark . . . . . (Principal Executive Officer)
/s/ Kevin D. Bower. . . . Senior Vice President, Chief Financial Officer
Kevin D. Bower. . . . . . (Principal Financial and Accounting Officer)
/s/ William L. Peterson. Chairman of the Board of Directors
William L. Peterson
/s/ William A. Foley. . . Director
William A. Foley
/s/ Richard L. Molen. . . Director
Richard L. Molen
/s/ Lynda Watkins Popwell Director
Lynda Watkins Popwell
/s/ Patrick W. Rooney. . Director
Patrick W. Rooney
/s/ David L. Swift . . . Director
David L. Swift
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Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Indianapolis, State of Indiana, on October 15, 1998.
ALLTRISTA CORPORATION
1998 LONG TERM EQUITY INCENTIVE PLAN
By: /s/ Kevin D. Bower
Kevin D. Bower, Senior Vice President
and Chief Financial Officer
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ALLTRISTA CORPORATION
REGISTRATION STATEMENT
ON
FORM S-8
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INDEX TO EXHIBITS
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EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K. EXHIBIT
ITEM 601. . . . NUMBER DESCRIPTION OF EXHIBIT
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(4) . . . . . . 4.01 DESCRIPTION OF THE REGISTRANT'S COMMON STOCK
(INCORPORATED BY REFERENCE TO THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM 8-A, DATED DECEMBER
3, 1997, FILE NO. 0-21052).
4.02 ALLTRISTA CORPORATION 1998 LONG TERM EQUITY
INCENTIVE PLAN (INCORPORATED BY REFERENCE TO
APPENDIX A TO THE REGISTRANT'S PROXY STATEMENT
DATED APRIL 8, 1998, FILED WITH THE COMMISSION ON
APRIL 6, 1998
(5) . . . . . . 5.01 OPINION OF ICE MILLER DONADIO & RYAN
(15) NOT APPLICABLE
(23). . . . . . 23.01 CONSENT OF PRICE WATERHOUSE, LLP, INDEPENDENT
PUBLIC ACCOUNTANTS
23.02 CONSENT OF ICE MILLER DONADIO & RYAN (PROVIDED IN
EXHIBIT 5.01)
(24) POWER OF ATTORNEY (SEE SIGNATURE PAGE)
(28) NOT APPLICABLE
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EXHIBIT 5.01
October 26, 1998
Board of Directors
Alltrista Corporation
Suite 440
5875 Castle Creek Parkway, N. Dr.
Indianapolis, Indiana 46250-4330
Ladies and 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"), 200,000 of the
Company's authorized but unissued shares of common stock (the "Common Shares")
issuable under the Alltrista Corporation 1998 Long-Term Equity Incentive Plan
(the "Plan").
In connection therewith, we have investigated those questions of law as 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 purposes of this opinion,
including:
1. The Company's Articles of Incorporation, together with all
amendments thereto;
2. The Bylaws of the Company, as amended to date;
3. Resolutions relating to the Plan and the Common Shares adopted by
the Company's Board of Directors (the "Resolutions");
4. A specimen certificate representing the Common Shares;
5. The Registration Statement; and
6. The Plan.
We have also relied, without investigation as to the accuracy thereof, on oral
and written communications 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 Common Shares; and (iv) that no changes will occur in the applicable law
or the pertinent facts prior to the issuance of the Common Shares.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Common 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 Common Shares have
been delivered against payment therefor as contemplated by the Plan, the Common
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 & 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 30, 1998, which appears on
page 23 of the 1997 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, 1997. 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.
PricewaterhouseCoopers LLP
Indianapolis, Indiana
November 6, 1998
