<PAGE>
As filed with the Securities and Exchange Commission
on June 6, 1996
Registration No. 333-_____
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------
APTARGROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3853103
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
475 West Terra Cotta Avenue, Suite E
Crystal Lake, Illinois 60014
(Address of principal executive offices)
APTARGROUP, INC.
1996 STOCK AWARDS PLAN
APTARGROUP, INC.
1996 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Copy to:
Stephen J. Hagge Gary D. Gerstman
Executive Vice President and Chief Sidley & Austin
Financial Officer,Secretary and Treasurer One First National Plaza
475 West Terra Cotta Avenue, Suite E Chicago, Illinois 60603
Crystal Lake, Illinois 60014 (312) 853-2060
(815) 477-0424
(Name, address and telephone number,
including area code, of agent for service)
<PAGE>
<Page 2>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share price fee
- -------------------------------------------------------------------------
Common Stock,
$.01 par
value 1,040,000 shares $42 1/8 (1) $43,810,000(1) $15,106.90
Preferred
Stock
Purchase
Rights 1,040,000 (2) -- (2) -- (2) -- (2)
(1) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act
of 1933, based upon the average of the high and low sale prices of the
Common Stock of the Registrant on the New York Stock Exchange on
June 3, 1996.
(2) Rights are initially carried and traded with the Common Stock of the
Registrant. Value attributable to such Rights, if any, is reflected
in the market price of the Common Stock.
<PAGE>
<Page 3>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by AptarGroup, Inc. (the "Company")
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) The description of the Company's common stock, par value
$.01 per share (the "Common Stock"), and associated preferred
stock purchase rights (the "Rights"), which is contained in
the Registration Statement on Form 8-A filed with the
Commission on April 5, 1993 under the Securities Exchange Act
of 1934 (the "Exchange Act"), including any subsequent
amendment or any report filed for the purpose of updating
such description.
(c) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1995.
All documents filed by the Company 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 to this Registration Statement 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 into this Registration Statement and to be a part hereof from the
respective dates of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Item 4. DESCRIPTION OF SECURITIES
Not applicable.<PAGE>
<Page 4>
Item 5. INTERESTS OF NAMES EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") provides that, to the fullest extent
permitted by the Delaware General Corporation Law (the "DGCL"), as the same
exists or may be amended, a director of the Company shall not be liable to
the Company or its stockholders for monetary damages for a breach of
fiduciary duty as a director. In accordance with Section 102(b)(7) of the
DGCL, no director of the Company shall be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director except for (i) breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) unlawful payment of dividends under Section 174 of the DGCL or
(iv) transactions from which the director derives an improper personal
benefit.
The Certificate of Incorporation provides for indemnification of
directors and officers to the fullest extent permitted by the DGCL, as
amended from time to time. Under Article Thirteen of the Certificate of
Incorporation, the Company may maintain insurance on behalf of any person
who is or was a director, officer or employee of the Company or was serving
at the request of the Company as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise
(including service with respect to any employee benefit plan) against any
liability asserted against such person in such capacity, whether or not the
Company would have the power to indemnify such person against such
liability under the provisions of Article Thirteen of the Certificate of
Incorporation.
Reference is made to Section 145 of the DGCL, which provides for
indemnification of directors and officers in certain circumstances.
Pursuant to Section 145 of the DGCL and the Certificate of
Incorporation, the Company maintains directors' and officers' liability
insurance coverage.
<PAGE>
<Page 5>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The Exhibits accompanying this Registration Statement are listed
on the accompanying Exhibit Index.
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 this 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 this
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 and 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 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;<PAGE>
<Page 6>
provided, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Securities Exchange
Act of 1934 that are incorporated by reference in this 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 this 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.
(c) 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 Securities
Act of 1933 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<PAGE>
<Page 7>
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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
<Page 8>
SIGNATURES
THE REGISTRANT. 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 Crystal Lake,
State of Illinois, on this 6th day of June, 1996.
APTARGROUP, INC.
By: /s/ Carl Siebel
---------------------------------
Carl Siebel
President and
Chief Executive Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl Siebel and Stephen J. Hagge,
and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this
Registration Statement, including any filings under Rule 462 promulgated
under the Securities Act of 1933, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
<Page 9>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 6th day of June, 1996.
/s/ Carl Siebel President and Chief Executive Officer
- ------------------------------- and Director (Principal Executive Officer)
Carl Siebel
/s/ Stephen J. Hagge Executive Vice President, Chief
- ------------------------------- Financial Officer, Secretary and Treasurer
Stephen J. Hagge (Principal Accounting and Financial Officer)
/s/ Eugene L. Barnett Director
- -------------------------------
Eugene L. Barnett
/s/ Ralph Gruska Director
- -------------------------------
Ralph Gruska
/s/ Leo A. Guthart Director
- -------------------------------
Leo A. Guthart
/s/ King Harris Director
- -------------------------------
King Harris
/s/ William W. Harris Director
- -------------------------------
William W. Harris
/s/ Ervin J. LeCoque Director
- -------------------------------
Ervin J. LeCoque
/s/ Peter Pfeiffer Director
- -------------------------------
Peter Pfeiffer
/s/ Alfred Pilz Director
- -------------------------------
Alfred Pilz<PAGE>
<Page 10>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
-------------------------------------------------------
Exhibit
Number Description of Exhibit
- ------- ----------------------
4(a) Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 6.1 to the Company's
Registration Statement on Form 8-A filed under the Exchange Act,
File No. 1-11846).
4(b) Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, File
No. 1-11846).
4(c) Rights Agreement dated as of April 6, 1993 between the Company
and Chemical Bank, as rights agent (incorporated by reference to
Exhibit 6.3 of the Company's Registration Statement on Form 8-A
filed under the Exchange Act, File No. 1-11846).
4(d) Specimen certificate representing preferred stock purchase rights
(incorporated by reference to Exhibit 2.5 of the Company's
Registration Statement on Form 8-A filed under the Exchange Act,
File No. 1-11846).
4(e) AptarGroup, Inc. 1996 Stock Awards Plan (incorporated by
reference to Appendix A to the Proxy Statement for the 1996
Annual Meeting of Stockholders filed under the Exchange Act, File
No. 1-11846).
4(f) AptarGroup, Inc. 1996 Director Stock Option Plan (incorporated by
reference to Appendix B to the Proxy Statement for the 1996
Annual Meeting of Stockholders filed under the Exchange Act, File
No. 1-11846).
*5 Opinion of Sidley & Austin.
*23(a) Consent of Sidley & Austin (included in its opinion filed as
Exhibit 5).
*23(b) Consent of Price Waterhouse LLP.
<PAGE>
<Page 11>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 (Cont'd)
---------------------------------------------------------------
Exhibit
Number Description of Exhibit
- ------- ----------------------
*24 Powers of Attorney (contained in the Signatures page to this
Registration Statement).
- --------------------------
* Filed herewith.
<PAGE>
<Page 12> EXHIBIT 5
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Sidley & Austin
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
One First National Plaza
Chicago, Illinois 60603
Los Angeles Telephone 312: 853-7000 London
----- Telex 25-4364 -----
New York Facsimile 312: 853-7036 Singapore
----- -----
Washington, D.C. Tokyo
----- -----
Founded 1866
Writer's Direct Number
June 6, 1996
AptarGroup, Inc.
475 West Terra Cotta Avenue, Suite E
Crystal Lake, Illinois 60014
Re: AptarGroup, Inc.
1,040,000 Shares of Common Stock,
par value $.01 per share
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by AptarGroup, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration of 1,040,000 shares of Common Stock, par value
$.01 per share (the "Shares"), of the Company, together with 1,040,000
Preferred Stock Purchase Rights (the "Rights") associated therewith, to be
issued under the Company's 1996 Stock Awards Plan and 1996 Director Stock
Option Plan (collectively, the "Plans"). The terms of the Rights are set
forth in the Rights Agreement dated as of April 6, 1993 (the "Rights
Agreement") between the Company and Chemical Bank, as Rights Agent.<PAGE>
<Page 13>
We are familiar with the Amended and Restated Certificate of
Incorporation of the Company, the Amended and Restated By-laws of the
Company and the resolutions adopted to date by the Board of Directors of
the Company relating to the Plans and the Registration Statement.
In this connection, we have examined originals, or copies of
originals certified or otherwise identified to our satisfaction, of such
records of the Company and other corporate documents, have examined such
questions of law and have satisfied ourselves as to such matters of fact as
we have considered relevant and necessary as a basis for the opinions set
forth herein. We have assumed the authenticity of all documents submitted
to us as originals, the genuineness of all signatures, the legal capacity
of all natural persons and the conformity with the original documents of
any copies thereof submitted to us for our examination.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware.
2. If, pursuant to due authorization of the Company's Board of
Directors, the Company shall issue authorized and unissued
shares of its Common Stock pursuant to either Plan, such
Shares will be legally issued, fully paid and non-assessable
when (i) the Registration Statement shall have become
effective under the Securities Act; and (ii) certificates
representing such Shares shall have been duly executed,
countersigned and registered and duly delivered against
receipt by the Company of the consideration (not less than the
par value thereof) provided in the applicable Plan.
3. The Rights associated with the Shares referred to in
paragraph 2 will be legally issued when (i) such Rights have
been duly issued in accordance with the terms of the Rights
Agreement and (ii) the associated Shares have been duly issued
and paid for as set forth in paragraph 2.
We do not find it necessary for the purposes of this opinion to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states to the issuance and sale
of the Shares and the Rights.<PAGE>
<Page 14>
This opinion is limited to the General Corporation Law of the
State of Delaware. The opinion expressed in paragraph 2 above is qualified
to the extent that the Shares referred to therein are assessable as
provided in Section 180.0622 of the Wisconsin Business Corporation Law as
interpreted by the courts of the State of Wisconsin.
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement and to all references to our firm included in or
made a part of the Registration Statement.
Very truly yours,
/s/ Sidley & Austin
---------------------------------
Sidley & Austin
<PAGE>
<Page 15>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 22, 1996 which appears
on page 37 of the 1995 Annual Report to Stockholders of AptarGroup, Inc.,
which is incorporated by reference in AptarGroup, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule, which appears on page 21 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
- --------------------
Price Waterhouse LLP
Chicago, Illinois
June 3, 1996
