As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-
---------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BUCKEYE CELLULOSE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 62-1518973
(State of Incorporation) (I.R.S. Employer Identification No.)
1001 Tillman Street
Memphis, Tennessee 38108
(Address of principal executive offices)
1995 MANAGEMENT STOCK OPTION PLAN OF BUCKEYE CELLULOSE CORPORATION
(Full Title of the Plan)
DAVID B. FERRARO
1001 Tillman Street
Memphis, Tennessee 38108
(901) 320-8100
(Name, address and telephone number of agent for service)
(with copies to:)
LINDA M. CROUCH
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, 2000 First Tennessee Building
Memphis, Tennessee 38103
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Title of Maximum Proposed Amount
Securities Amount Offering Maximum of
to be to be Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock 600,000 (1) 25.69 (2) $15,414,000 (2) $4,670.91
================================================================================
- --------
(1) The number of shares being registered under the Plan represents the
maximum number of shares which would be purchased if eligible
individuals elected to purchase all shares authorized under such Plan.
(2) Based on the average high and low prices of the Common Stock December
19, 1996, pursuant to Rule 457(h). The Plan provides for the purchase
of Common Stock at the fair market value on the dates of grants of
options under the Plan, which prices are presently indeterminable.
<PAGE>
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended June 30, 1996.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
3. The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A, as amended, effective with the Commission on
November 22, 1995.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part thereof from the date of
filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
No response is required to this item.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No response is required to this item.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any person who is, or
is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys, fees), judgments, fines and
amount paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any person who is, or is threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
2
<PAGE>
The Company's Amended and Restated Certificate of Incorporation provides
for the indemnification of directors and officers of the Company to the fullest
extent permitted by Section 145.
In that regard, the Amended and Restated Certificate of Incorporation
provides that the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director or officer of such corporation, or is or was
serving at the request of such corporation as a director, officer or member of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Indemnification in
connection with an action or suit by or in the right of such corporation to
procure a judgment in its favor is limited to payment of settlement of such an
action or suit except that no such indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
indemnifying corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in consideration of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
No response is required to this item.
3
<PAGE>
Item 8. EXHIBITS
Exhibit
Number Description
- ------- -----------
5 Opinion and Consent of Baker, Donelson, Bearman & Caldwell
10.1 1995 Management Stock Option Plan of Buckeye Cellulose Corporation
23.1 Consent of Baker, Donelson, Bearman & Caldwell (contained in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (Included on signature page)
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "1933 Act"), each such posteffective 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 the purposes
of determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 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.
(c) Insofar as indemnification for liabilities arising under the 1933
Act 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 1933 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 1933 Act and will be governed by
the final adjudication of such issue.
4
<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 Memphis, State of Tennessee, on the 20th day of
December, 1996.
BUCKEYE CELLULOSE CORPORATION
By: /s/ ROBERT E. CANNON
---------------------------------
Robert E. Cannon, Chairman of the
Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert E. Cannon and David B. Ferraro and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his 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 said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes as
he might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, 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 below by the following persons in the
capacities and on the date indicated.
NAME TITLE DATE
/s/ ROBERT E. CANNON Chairman of the Board of December 20, 1996
- --------------------------- Directors, Chief Executive
Robert E. Cannon Officer and Director (Principal
Executive Officer)
/s/ DAVID B. FERRARO President, Chief Operating December 20, 1996
- --------------------------- Officer and Director (Principal
David B. Ferraro Financial Officer)
/s/ R. HOWARD CANNON Director December 20, 1996
- ---------------------------
R. Howard Cannon
/s/ SAMUEL M. MENCOFF Director December 20, 1996
- ---------------------------
Samuel M. Mencoff
/s/ RED CAVANEY Director December 20, 1996
- ---------------------------
Red Cavaney
5
<PAGE>
NAME TITLE DATE
/s/ HENRY F. FRIGON Director December 20, 1996
- ---------------------------
Henry F. Frigon
/s/ HENRY J. PHILLIPS, SR. Director December 20, 1996
- ---------------------------
Henry J. Phillips, Sr.
6
EXHIBIT 5
OPINION AND CONSENT OF BAKER, DONELSON, BEARMAN & CALDWELL
5-1
<PAGE>
December 20, 1996
Buckeye Cellulose Corporation
1001 Tillman Street
Memphis,Tennessee 38108
RE: 1995 Management Stock Option Plan of Buckeye Cellulose Corporation
Gentlemen:
We have acted as securities counsel for Buckeye Cellulose Corporation, a
Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration Statement"), pursuant to
the Securities Act of 1933, as amended, relating to the Company's 1995
Management Stock Option Plan of Buckeye Cellulose Corporation (the "Plan"). This
opinion is being furnished in response to Item 601 of Regulation S-K and the
instructions to Form S-8.
We are familiar with the proceedings to date with respect to the
proposed offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing under
the laws of the State of Delaware.
2. The Plan has been duly and validly authorized and adopted, and
the shares of Common Stock of the Company (the "Shares") that may
be issued and sold from time to time in accordance with the Plan
have been duly authorized for issuance and will, when issued,
sold and paid for in accordance with the Plan, be validly issued,
fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Delaware, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we have relied to the extent we deem
such reliance appropriate as to certain matters on statements, representations
and other information obtained from public officials, officers of the Company
and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL,
a Professional Corporation
5-2
EXHIBIT 10.1
1995 MANAGEMENT STOCK OPTION PLAN OF
BUCKEYE CELLULOSE CORPORATION
10.1-1
<PAGE>
1995 MANAGEMENT STOCK OPTION PLAN
OF BUCKEYE CELLULOSE CORPORATION
BUCKEYE CELLULOSE CORPORATION, a Delaware corporation (the "Company"),
hereby adopts this Management Stock Option Plan for management employees of
Buckeye Cellulose Corporation and Subsidiaries. The purposes of this Plan are as
follows:
(1) To further the growth, development and financial success of the
Company by providing additional incentives to certain key management employees
of the Company and its Subsidiaries who have been or will be given
responsibility for the management or administration of the Company's business
affairs, by assisting them to become owners of capital stock of the Company and
thus to benefit directly from its growth, development and financial success.
(2) To enable the Company to obtain and retain the services of the type
of managerial employees considered essential to the long range success of the
Company by providing and offering them an opportunity to become owners of
capital stock of the Company under Options.
ARTICLE I.
DEFINITIONS
1.1 General. Whenever the following terms are used in this Plan they
shall have the meaning specified below unless the context clearly indicates to
the contrary.
1.2 Board. "Board" shall mean the Board of Directors of the Company.
1.3 Class B Stock. "Class B Stock" shall mean the Class B common
stock, par value $.01 per share, of the Company.
1.4 Code. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
1.5 Committee. "Committee" shall mean the Compensation Committee of
the Board, appointed as provided in Section 6.1.
1.6 Company. "Company" shall mean Buckeye Cellulose Corporation and
those corporations, if any, which are from time to time, its Subsidiaries, and
shall also include Buckeye Cellulose S.A..
1.7 Director. "Director" shall mean a member of the Board.
1.8 Employee. "Employee" shall mean any employee (as defined in
accordance with the regulations and revenue rulings then applicable under
Section 3401(c) of the Code) of the Company or any of its Subsidiaries whether
such employee is so employed at the time this Plan is adopted or becomes so
employed subsequent to the adoption of this Plan.
1.9 Option. "Option" shall mean an option granted under the Plan to
purchase Class B Stock. All Options are intended to be "incentive stock options"
under Section 422 of the Code except to the extent that such treatment is not
available in the Optionee's individual circumstances and except as provided in
Section 7.6.
1.10 Option Price. "Option Price" shall have the meaning given in
Section 4.2.
10.1-2
<PAGE>
1.11 Optionee. "Optionee" shall mean an Employee to whom an Option is
granted under the Plan.
1.12 Plan. "Plan" shall mean the 1995 Management Stock Option Plan for
Management Employees of the Company and Subsidiaries.
1.13 Pronouns. The masculine pronoun shall include the feminine and
neuter and the singular shall include the plural, where the context so
indicates.
1.14 Stock Option Agreement. "Stock Option Agreement" shall mean a
Management Stock Option Subscription Agreement between the Optionee and the
Company.
1.15 Subsidiary. "Subsidiary" shall mean any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if each
of the corporations, or if each group of commonly controlled corporations, other
than the last corporation in an unbroken chain then owns stock possessing fifty
percent (50%) or more of the total combined voted power of all classes of stock
in one of the other corporations in such chain.
ARTICLE II.
SHARES SUBJECT TO PLAN
2.1 Shares Subject to Plan. The shares of stock subject to Options shall
be shares of Class B Stock of the Company. The aggregate number of shares of
Class B Stock which may be issued upon exercise of Options under the Plan shall
not exceed sixty-four thousand five hundred fifteen (64,515) shares, subject
to adjustment as provided in Section 4.6 hereof.
2.2 Unexercised Options. If any Option expires or is cancelled without
having been fully exercised, the number of shares subject to such Option but as
to which such Option was not exercised prior to its expiration or cancellation
may again be optioned hereunder, subject to the limitations of Section 2.1.
ARTICLE III.
GRANTING OF OPTIONS
3.1 Eligibility. Any management Employee of the Company shall be
eligible to be granted Options. The determination by the Committee of the status
of an employee as a member of management shall be conclusive.
3.2 Granting of Options. The Committee shall from time to time, in its
absolute discretion:
(i) determine which Employees are key management Employees and
select from such Employees (including those to whom Options have been
previously granted under the Plan) such of them as in its opinion shall
be granted Options; and
(ii) determine the number of shares to be subject to such Options
granted to such selected management Employees; and
(iii) determine the terms and conditions of such Options,
consistent with the Plan; and
(iv) establish such conditions as to the manner of exercise of
such Options as it may deem necessary, including but not limited to
requiring Optionees to enter into agreements regarding transferability
and other restrictions with respect to shares issuable upon exercise of
such Options.
10.1-3
<PAGE>
3.3 Expiration of Time to Make Grants. No Option may be granted under
this Plan after the expiration of ten (10) years from the date the Plan is
adopted by the Board or the date the stockholders of the Company approve this
Plan, if earlier.
ARTICLE IV.
TERMS OF OPTIONS
4.1 Option Agreement. Each Option shall be evidenced by a written Stock
Option Agreement, which shall be executed by the Optionee and an authorized
officer of the Company, and which shall contain such terms and conditions as the
Committee shall determine, consistent with the Plan.
4.2 Option Price. The purchase price under each Option shall be One
Hundred Thirty-Nine and 50/100 Dollars ($139.50) per share or, in the event that
the Class B Stock of the Company (or any stock into which such stock is changed
or exchanged pursuant to Section 4.6) is traded on a regular basis on any
established stock exchange, the mean between the high and low sales price on the
date of grant (but only if such mean sales price is less than One Hundred
Thirty-Nine and 50/100 Dollars ($139.50) per share).
4.3 Commencement of Exercisability. Subject to the provisions of
Section 7.2, Options shall become exercisable at such times and in such
installments (which may be cumulative) as the Committee shall provide in the
terms of each individual Stock Option Agreement; provided, however, that by a
resolution adopted after an Option is granted the Committee may, on such terms
and conditions as it may determine to be appropriate and subject to Section 7.2,
accelerate the time at which such Option or any portion thereof may be
exercised.
4.4 Expiration of Options. No Option may be exercised to any extent by
anyone after, and every Option shall expire no later than, the expiration of ten
(10) years from the date the Option was granted. Subject to the provisions of
this Section 4.4, the Committee shall provide, in the terms of each individual
Stock Option Agreement, when the Option expires and becomes unexercisable.
4.5 No Right to Continue in Employment. Nothing in this Plan or in any
Stock Option Agreement hereunder shall confer upon any Optionee any right to
continue in the employ or service of the Company or shall interfere with or
restrict in any way the rights of the Company, which are hereby expressly
reserved, to discharge any Optionee at any time for any reason whatsoever, with
or without good cause.
4.6 Adjustments in Outstanding Options. If the outstanding shares of
Class B Stock subject to Options are, from time to time, changed into or
exchanged for a different number or kind of shares of capital stock or other
securities of the Company, or of another corporation, by reason of a
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend, combination of shares or otherwise, the Committee
shall make an appropriate adjustment in the aggregate number and kind of shares
which may be issued pursuant to Section 2.1 hereof and the number and kind of
shares as to which all outstanding Options, or portions thereof then
unexercised, shall be exercisable. Such adjustment in an outstanding Option
shall be made without change in the total price applicable to the Option or the
unexercised portion of the Option (except for any change in the aggregate price
resulting from rounding-off of share quantities or prices) and with any
necessary corresponding adjustment in Option Price per share. No fractional
shares shall be issued, and any fractional shares resulting from computations
pursuant to this Section 4.6 shall be eliminated from the respective Options.
Any such adjustment made by the Committee shall be final and binding upon all
Optionees, the Company and all other interested persons.
10.1-4
<PAGE>
ARTICLE V.
EXERCISE OF OPTIONS
5.1 Persons Eligible to Exercise. During the lifetime of the Optionee,
only the Optionee or the Optionee's guardian or conservator may exercise an
Option granted to such Optionee, or any portion thereof. After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when such
portion becomes unexercisable under the terms of Section 4.4 or the Optionee's
Stock Option Agreement, be exercised by the Optionee's personal representative
or by any person empowered to do so under the deceased Optionee's will or under
the then applicable laws of descent and distribution.
5.2 Partial Exercise. At any time prior to the time when any exercisable
Option or exercisable portion thereof expires or becomes unexercisable under the
terms of Section 4.4 or the Optionee's Stock Option Agreement, such Option or
portion thereof may be exercised in whole or in part; provided, however, that
the Company shall not be required to issue fractional shares.
5.3 Manner of Exercise. An exercisable Option, or any exercisable
portion thereof, may be exercised solely by delivery to the Secretary of the
Company or his office of all of the following prior to the time when such Option
or such portion becomes unexercisable under the terms of Section 4.4 or the
Optionee's Stock Option Agreement:
(i) Notice in writing signed by the Optionee or other person then
entitled to exercise such Option or portion thereof, stating that such
Option or portion thereof is exercised; and
(ii) Full payment of the Option Price (which shall be payable in
cash, by certified check or a combination thereof) for the shares with
respect to which such Option or portion thereof is thereby exercised,
together with payment or arrangement for payment of federal income or
other tax, if any, required to be withheld by the Company with respect
to such shares; and
(iii) In the event that the Option or portion thereof shall be
exercised pursuant to Section 5.1 by any person or persons other than
the Optionee, appropriate proof of the right of such person or persons
to exercise the Option or portion thereof; and
(iv) Such representations and documents as the Committee deems
reasonably necessary or advisable to effect compliance with all
applicable provisions of the Securities Act of 1933, as amended, and any
other federal, state or foreign securities laws or regulations. The
Committee may, in its absolute discretion, also take whatever additional
actions it deems appropriate to effect such compliance, including,
without limitation, placing legends on share certificates and issuing
stock-transfer orders to transfer agents and registrars.
5.4 Rights as Stockholders. The holders of Options shall not be, nor
have any of the rights or privileges of, stockholders of the Company in respect
of any shares purchasable upon the exercise of any part of an Option, unless and
until certificates representing such shares have been issued by the Company to
such holders. No adjustment shall be made for cash dividends for which the
record date is prior to the date such stock certificate is issued.
10.1-5
<PAGE>
ARTICLE VI.
ADMINISTRATION
6.1 Stock Option Committee. The Committee shall consist of at least
three (3) Directors. Appointment of Committee members by the Board shall be
effective upon acceptance of appointment, and Committee members may resign at
any time by delivering written notice to the Board. Vacancies in the Committee
shall be filled by the Board. Committee members shall be appointed by and shall
serve at the pleasure of the Board, and the Board may from time to time remove
members from, or add members to, the Committee and shall fill any vacancy on the
Committee. If the Company registers any of its equity securities under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), no person shall be eligible to serve on the Committee unless such person
is then a "disinterested person" within the meaning of paragraph (d)(3) of Rule
16b-3 which has been adopted by the Securities and Exchange Commission under the
Exchange Act, as such Rule or its equivalent is then in effect.
6.2 Duties and Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of the Plan in accordance with
its provisions. The Committee shall have the power to interpret the Plan and the
Options and to adopt such rules for the administration, interpretation, and
application of the Plan as are consistent herewith and to interpret, amend or
revoke any such rules. Any such interpretation and rules shall be consistent
with the basic purpose of the Plan to grant Options. The Board may, in its
absolute discretion, at any time and from time to time, exercise any and all
rights and duties of the Committee under the Plan.
6.3 Majority Rule. The Committee shall act by a majority of its members
in office and the Committee may act either by vote at a telephonic or other
meeting or by a memorandum or other written instrument signed by a majority of
the Committee. The Secretary of the Company shall keep minutes of all meetings
of the Committee. The Committee shall make such rules of procedure for the
conduct of its business as it shall deem advisable.
6.4 Compensation; Professional Assistance; Good Faith Actions. Members
of the Committee shall not receive compensation for their services as members,
but all expenses and liabilities they incur in connection with the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and the officers and Directors of the
Company shall be entitled to rely upon the advice, opinions or valuations of any
such persons. No member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan or the Options, and all members of the Committee shall be fully protected
by the Company in respect to any such action, determination or interpretation.
ARTICLE VII.
MISCELLANEOUS PROVISIONS
7.1 Options Not Transferable. No Option or interest or right therein
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means, whether such disposition be
voluntary or involuntary or by operation of law or by judgment, levy,
attachment, garnishment or any other legal or equitable proceeding (including
bankruptcy), and any attempted disposition thereof shall be null and void and of
no effect; provided, however, that nothing in this Section 7.1 shall prevent
transfers by will or by the applicable laws of descent and distribution to the
extent contemplated hereby.
7.2 Amendment, Suspension or Termination of the Plan. The Plan may be
wholly or partially amended or otherwise modified, suspended or terminated at
any time or from time to time by the Board. However, without approval of the
Company's stockholders given within twelve (12) months before or after the
action by the Board or the Committee, no action of the Committee or the Board
10.1-6
<PAGE>
may increase any limit imposed in Section 2.1 on the maximum number of shares
which may be issued upon exercise of Options, reduce the minimum option price
requirements in Section 4.2 or extend the limit imposed in Section 3.4 on the
period during which Options may be granted. Neither the amendment, suspension
nor termination of the Plan shall, without the consent of the holder of the
Option, alter or impair any rights or obligations under any Option theretofore
granted. No Option may be granted during any period of suspension nor after
termination of the Plan.
7.3 Effect of Plan Upon Other Options and Compensation Plans. The
adoption of the Plan shall not affect any other compensation or incentive plans
in effect for the Company. Nothing in this Plan shall be construed to limit the
right of the Company (a) to establish any other forms of incentives or
compensation for Employees of the Company; or (b) to grant or assume options
otherwise than under the Plan in connection with any proper corporate purpose,
including, but not by way of limitation, the grant or assumption of options in
connection with the acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation, firm or
association.
7.4 Application of Proceeds. The proceeds received by the Company from
the sale of its shares of Class B Stock under the Plan will be used for general
corporate purposes.
7.5 Titles. Titles are provided for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
7.6 Interpretation. The Options granted under this Plan are intended
to be "incentive stock options" as defined by Section 422 of the Code insofar as
possible, and the provisions of this Plan and all Stock Option Agreements shall
be construed in accordance with that intention. If any provision of this Plan or
any Stock Option Agreement shall be inconsistent or in conflict with any
applicable requirement for an incentive stock option, then such requirement
shall be deemed to override and supersede the inconsistent or conflicting
provision; provided, however, the foregoing provision shall not limit the
Company from establishing the Option Price in accordance with Section 4.2 or
from granting to any Optionee Options which are in excess of the amount which
may be treated as incentive stock options, and any Options so granted in excess
of the limitations in Section 422(d) of the Code shall be treated as
nonqualified stock options; provided further, however, if the normal date of
exercise of the Option is accelerated because of a sale of the Company or other
similar event as provided in any Stock Option Agreement, such acceleration shall
nevertheless occur even if it shall cause all or a part of the Option to no
longer be an incentive stock option. Any required provision for an incentive
stock option that is omitted from this Plan or the Stock Option Agreement shall
be incorporated herein by reference and shall apply retroactively, if necessary,
and shall be deemed a part of this Plan and any Stock Option Agreement entered
into under this Plan to the same extent as though expressly set forth herein.
The Committee may amend this Plan or amend the terms of any Stock Option
Agreement in any manner that may be required in order for the Options granted
under this Plan to comply with the applicable requirements for incentive stock
options, and, if necessary, any such amendments shall apply retroactively to the
adoption of this Plan.
7.7 Effective Date. This Plan shall become effective as of the date of
its adoption by the Board; provided, however, that the Plan shall be approved by
the vote of the holders of a majority of the outstanding shares of the Company's
Common Stock within twelve (12) months before or after the adoption of the Plan
by the Board.
10.1-7
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
23.2-1
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1995 Management Stock Option Plan of
Buckeye Cellulose Corporation of our report dated August 8, 1996, except for
Note 16, as to which the date is September 1, 1996, with respect to the
consolidated financial statements and schedule of Buckeye Cellulose Corporation
included in the Annual Report (Form 10-K) for the year ended June 30, 1996.
Ernst & Young LLP
Memphis, Tennessee
December 17, 1996
23.2-2
