<PAGE>
As filed with the Securities and Exchange Commission
on June 28, 2000
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.
2000 Stock Awards Plan
AptarGroup, Inc.
2000 Director Stock Option Plan
(Full title of the plan)
<TABLE>
<S> <C>
Copy to:
Stephen J. Hagge Gary D. Gerstman
Executive Vice President, Chief Financial Officer Sidley & Austin
and Secretary One First National Plaza
475 West Terra Cotta Avenue, Suite E Chicago, Illinois 60603
Crystal Lake, Illinois 60014 (312) 853-7000
(815) 477-0424
(Name, address and telephone number,
including area code, of agent for service)
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered Amount to be registered Proposed maximum offering Proposed maximum Amount of
price per share aggregate offering price registra-
tion fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,080,000 shares $28.00 (1) $8,240,000 (1) $15,376
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Preferred Stock Purchase Rights 2,080,000 (2) -- (2) -- (2) -- (2)
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</TABLE>
(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 26, 2000.
(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>
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, 1999.
(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, 1999.
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.
Item 5. Interests of Named 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.
<PAGE>
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.
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>
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 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>
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 27th
day of June, 2000.
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 Stephen J. Hagge and Ralph A. Poltermann, 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.
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 27th day of June, 2000.
/s/ King Harris
----------------------------- Chairman of the Board and Director
King Harris
/s/ Carl Siebel
----------------------------- President and Chief Executive Officer and
Carl Siebel Director
(Principal Executive Officer)
/s/ Stephen J. Hagge
---------------------------- Executive President, Chief Financial
Stephen J. Hagge Officer and Secretary
(Principal Accounting and Financial Officer)
/s/ Robert Barrows
----------------------------- Director
Robert Barrows
/s/ Ralph Gruska
----------------------------- Director
Ralph Gruska
/s/ Leo A. Guthart
----------------------------- Director
Leo A. Guthart
/s/ Prof. Dr. Robert W. Hacker
-------------------------------- Director
Prof. Dr. Robert W. Hacker
/s/ Peter Pfeiffer
--------------------------------
Director
Peter Pfeiffer
/s/ Alfred Pilz
-------------------------------- Director
Alfred Pilz
/s/ Dr. Joanne C. Smith
-------------------------------- Director
Dr. Joanne C. Smith
<PAGE>
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 3(i) to the Company's
quarterly report on Form 10-Q for the quarter ended June 30,
1999, 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 4.1 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, File No. 1-11846).
4(d) Certificate of Designation, Preferences and Rights of Junior
Participating Preferred Stock, Series A, of the Company
(incorporated by reference to Exhibit 6.4 of the Company's
Registration Statement on Form 8-A filed under the Exchange Act,
File No. 1-11846).
4(e) AptarGroup, Inc. 2000 Stock Awards Plan (incorporated by
reference to Appendix A to the Proxy Statement for the 2000
Annual Meeting of Stockholders filed under the Exchange Act, File
No. 1-11846).
4(f) AptarGroup, Inc. 2000 Director Stock Option Plan (incorporated by
reference to Appendix B to the Proxy Statement for the 2000
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 PricewaterhouseCoopers LLP.
*24 Powers of Attorney (contained in the Signatures page to this
Registration Statement).
________________________________
* Filed herewith.
