<PAGE> 1
As filed with the Securities and Exchange Commission on July 10, 1996.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET N.W.
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
NORWOOD PROMOTIONAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2553074
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
70 N.E. LOOP 410, SUITE 295 78216
SAN ANTONIO, TEXAS (Zip Code)
(Address of Principal Executive Offices)
----------------------
1993 NONQUALIFIED
STOCK OPTION PLAN
(Full title of the plan)
----------------------
J. MAX WAITS COPY TO:
CHIEF FINANCIAL OFFICER WILLIAM R VOLK, ESQ.
70 N.E. LOOP 410, SUITE 295 HUGHES & LUCE, L.L.P.
SAN ANTONIO, TEXAS 78216 111 CONGRESS AVENUE, SUITE 900
(Name, address and telephone number, AUSTIN, TEXAS 78701
including area code, of agent for service) (512) 482-6800
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE (2) FEE(2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, no 11,028 $5.25 $57,897.00 $100.00
par value per share . . . . .
========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement is deemed to include
additional shares of Common Stock of the registrant issuable under the terms of
the 1993 Nonqualified Stock Option Plan to prevent dilution resulting from any
future stock split, stock dividend or similar transaction.
(2) Calculated pursuant to Rule 457(h) of the Securities Act. The
price per share of the Common Stock offered pursuant to the plan is based on
11,028 shares of Common Stock reserved for issuance under the 1993 Nonqualified
Stock Option Plan subject to options issued thereunder at an exercise price of
$5.25 per share.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
The information required by Items 1 and 2 of Part I of Form S-8 to be
contained in the Section 10(a) prospectus is omitted from this Registration
Statement on Form S-8 in accordance with Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), and the Note to Part I on Form S-8.
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the description of the Common Stock, no par value per
share, of the registrant (the "Common Stock") set
forth in the Registration Statement on Form 8-A filed
pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and all
amendments and reports which have been filed for the
purpose of updating such description.
(2) the registrant's Annual Report on Form 10-K for the
fiscal year ended September 2, 1995;
(3) the registrant's Quarterly Reports on Form 10-Q for
the quarters ended December 2, 1995 and March 2 and
June 1, 1996; and
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of the filing of such documents
until such time as there shall have been filed a post-effective amendment that
indicates that all securities offered hereby have been sold or that deregisters
all securities remaining unsold at the time of such amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by this item is not applicable to this
Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by this item is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The registrant has authority under Articles 2.02(A)(16) and 2.02-1 of
the Texas Business Corporation Act (the "TBCA") to indemnify its directors and
officers to the extent provided for in such statute. The registrant's Articles
of Incorporation and Bylaws allow indemnification of directors and officers to
the full extent permitted by said provisions of the TBCA.
The TBCA provides in part that a corporation may indemnify a director
or officer or other person who was, is, or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a
director, officer, employee or agent of the corporation, if it is determined
that (i) such person conducted himself in good faith; (ii) reasonably believed,
in the case of conduct in his official capacity as a director or officer of the
corporation, that his conduct was in the corporation's best interests, and, in
all other cases, that his conduct was at least not opposed to the corporation's
best interest; and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe that his conduct was unlawful.
II-1
<PAGE> 4
A corporation may indemnify a person under the TBCA against judgments,
penalties (including excise and similar taxes), fines, settlement, and
reasonable expenses actually incurred by the person in connection with the
proceeding. If the person is found liable to the corporation or is found
liable on the basis that personal benefit was improperly received by the
person, the indemnification is limited to reasonable expenses actually incurred
by the person in connection with the proceeding, and shall not be made in
respect of any proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
corporation.
A corporation may also pay or reimburse expenses incurred by a person
in connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.
Reference is also made to the Articles of Incorporation, which limit
or eliminate a director's liability for monetary damages to the registrant or
its shareholders for acts or omissions in the director's capacity as a
director, except that the Articles of Incorporation do not eliminate or limit
the liability of a director for (i) a breach of the director's duty of loyalty
to the registrant or its shareholders, (ii) an act or omission not in good
faith that constitutes a breach of duty of the director to the registrant or an
act or omission that involves intentional misconduct or a knowing violation of
the law, (iii) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action taken within the
scope of the director's office, or (iv) an act or omission for which the
liability of a director is expressly provided for by an applicable statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by this item is not applicable to
this Registration Statement.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this Registration
Statement.
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
------- ----------------------
<S> <C>
4.1 Articles of Incorporation of the registrant, as amended (incorporated by reference to
Exhibit 3.1 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed
with the Commission on April 28, 1993).
4.2 Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant's
Registration Statement on Form S-1, File No. 33-61740, filed with the Commission on April 28,
1993).
4.3 1993 Nonqualified Stock Option Plan of the registrant (incorporated by reference to Exhibit
10.18 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed with the
Commission on April 28, 1993).
4.4 Form of 1993 Nonqualified Stock Option Agreement under the 1993 Nonqualified Stock Option Plan
of the registrant (attached as an exhibit to item 4.3).
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C>
5.1 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Hughes & Luce, L.L.P. (included in their opinion filed as Exhibit 5.1).
23.2 Consent of Ernst & Young, LLP.
24.1 Power of Attorney (see signature page of this Registration Statement).
</TABLE>
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, 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; and
(3) to remove from registration by means of a
post-effective amendment any of the securities being registered that
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, 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.
C. Insofar as indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all 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 San Antonio, Texas, on July 2, 1996:
NORWOOD PROMOTIONAL PRODUCTS, INC.
By: /s/ ROBERT P. WHITESELL
-------------------------------------
Robert P. Whitesell
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Frank P. Krasovec and Robert P.
Whitesell, each of them, his true and lawful attorneys-in-fact and agents 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 (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits, thereto, and all 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 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 either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman and
Chief Executive Officer
and Director (Principal
/s/ FRANK P. KRASOVEC Executive Officer) June 30, 1996
- -----------------------------------------
Frank P. Krasovec
President and Chief Operating
/s/ ROBERT P. WHITESELL Officer and Director June 30, 1996
- ------------------------------------------
Robert P. Whitesell
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
/s/ J. MAX WAITS Accounting Officer) June 30, 1996
- ------------------------------------------
J. Max Waits
</TABLE>
II-4
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ JOHN H. JOSEPHSON Director June 30, 1996
- ------------------------------------------
John H. Josephson
/s/ ROBERT L. SEIBERT Director June 30, 1996
- --------------------------------------------
Robert L. Seibert
/s/ JOHN H. WILSON III Director June 30, 1996
- -------------------------------------------
John H. Wilson III
/s/ HAROLD HOLLAND Director June 30, 1996
- ------------------------------------------
Harold Holland
</TABLE>
II-5
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
----------- ----------------------
<S> <C>
4.1 Articles of Incorporation of the registrant, as amended (incorporated by
reference to Exhibit 3.1 to the registrant's Registration Statement on
Form S-1, File No. 33-61740, filed with the Commission on April 28, 1993).
4.2 Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the
registrant's Registration Statement on Form S-1, File No. 33-61740, filed
with the Commission on April 28, 1993).
4.3 1993 Nonqualified Stock Option Plan of the registrant. (incorporated by
reference to Exhibit 10.18 to the registrant's Registration Statement on
Form S-1, File No. 33-61740, filed with the commission on April 28, 1993.
4.4 Form of 1993 Nonqualified Stock Option Agreement under 1993 Nonqualified
Stock Option Plan of the registrant (attached as an exhibit to item 4.3).
5.1 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Hughes & Luce, L.L.P. (included in their opinion filed as
Exhibit 5.1).
23.2 Consent of Ernst & Young, LLP.
24.1 Power of Attorney (see signature page of this Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[HUGHES & LUCE, L.L.P. LETTERHEAD]
July 2, 1996
Norwood Promotional Products, Inc.
70 NE Loop 410, Suite 295
San Antonio, TX 78216
Ladies and Gentlemen:
We have acted as counsel to Norwood Promotional Products, Inc., a
Texas corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about July 8, 1996, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 11,028
shares (the "Shares") of common stock, no par value, (the "Common Stock") of
the Company that may be offered under the 1993 Nonqualified Stock Option Plan
(the "Plan"), or that are offered on the exercise of any stock options
(collectively, the "Stock Options") granted or that may be granted under the
Plan.
In connection with this opinion, we have examined and relied upon the
original, or copies identified to our satisfaction, of (i) the articles of
incorporation and the bylaws of the Company, in each case, as amended; (ii)
minutes and records of the corporate proceedings of the Company with respect to
the establishment of the Plan, the issuance of shares of Common Stock pursuant
to the Plan and related matters; (iii) the Registration Statement and exhibits
thereto, including the Plan; and (iv) such other documents and instruments as
we have deemed necessary for the expression of opinions herein contained. In
making these examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as copies.
As to various questions of fact material to this opinion, and as to the content
and form of the articles of incorporation, the bylaws, minutes, records,
resolutions and other documents or writings of the Company, we have relied upon
representations or certificates of officers or directors of the Company and
upon documents, records and instruments furnished to us by the Company, without
independent investigation or verification of their accuracy.
Based upon our examination and consideration of, and reliance on the
documents and other matters described above, we are of the opinion that the
Company presently has available at least 11,028 shares of authorized but
unissued Common Stock or treasury shares of Common
<PAGE> 2
[HUGHES & LUCE LETTERHEAD]
Norwood Promotional Products, Inc.
July 2, 1996
Page 2
Stock currently issuable pursuant to the Plan from which the 11,028 of Common
Stock proposed to be offered under the Plan or to be sold pursuant to the
exercise of Stock Options granted or to be granted under the Plan may be
issued. Assuming that (i) the outstanding Shares and Stock Options were duly
granted, the Shares and Stock Options to be granted in the future are duly
granted in accordance with the terms of the Plan and the shares of Common Stock
to be issued in the future are duly issued in accordance with the terms of the
Plan, and the Stock Options, (ii) the Company maintains an adequate number of
authorized but unissued shares or treasury shares of Common Stock available for
issuance to those persons to whom Shares are offered under the Plan or who
exercise Stock Options granted under the Plan, and (iii) the consideration for
shares of Common Stock issued pursuant to the Plan and pursuant to such Stock
Options, as the case may be, is actually received by the Company as provided in
the Plan and the respective Stock Options, the Shares issued in accordance with
the terms of the Plan and issued pursuant to the exercise of the Stock Options
granted under and in accordance with the terms of the Plan will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not admit that we come within the category of person whose
consent is required under the Rules and Regulations of the Securities
Securities and Exchange Commission thereunder.
Very truly yours,
HUGHES & LUCE, L.L.P.
By: /s/ WILLIAM R. VOLK
-------------------------
William R. Volk,
Partner
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1993 Nonqualified Stock Option Plan of our report
dated October 5, 1995, with respect to the consolidated financial statements
and schedule of Norwood Promotional Products, Inc. included in its Annual
Report (Form 10-K) for the year ended September 2, 1995, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------------
Ernst & Young LLP
San Antonio, Texas
July 2, 1996
