<PAGE> 1
As filed with the Securities and Exchange Commission on June 7, 1995
Registration No. 33-
------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SONOCO PRODUCTS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0248420
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 160
Hartsville, South Carolina 29551
- --------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
SONOCO PRODUCTS COMPANY
1991 KEY EMPLOYEE STOCK PLAN
- --------------------------------------------------------------------------------
(Full title of Plan)
F. Trent Hill, Jr.
Chief Financial Officer
Sonoco Products Company
Post Office Box 160
Hartsville, South Carolina 29551
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(803) 383-7000
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
Titles of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered (1) registered(2)(3) share(4) price(4) registration fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 10,000,000 shares $24.8125 $248,125,000 $85,560.34
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) This registration statement also includes shares expected to be added to
the Plan in subsequent years pursuant to the terms of the Plan and shares
added to the Plan pursuant to the stock split on June 10, 1993 and the
stock dividend on May 19, 1995.
(3) This registration statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event
of stock splits, stock dividends or similar transactions pursuant to the
terms of the Plan.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c)under the Securities Act of 1933, based on the
average of the high and low per share prices reported by the Dow Jones
Telerate on June 1, 1995.
EXHIBIT INDEX ON PAGE 2
<PAGE> 2
SONOCO PRODUCTS COMPANY
1991 KEY EMPLOYEE STOCK PLAN
FORM S-8
PART I AND II
This registration statement relates to registration of additional
securities of the same class as other securities for which a registration
statement filed on Form S-8 relating to the same employee benefit plan is
effective. The contents of such earlier registration statement (File No.
33-45594), filed February 6, 1992, are hereby incorporated by reference herein.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(c) The Company's restated Articles of Incorporation, as amended,
filed as Exhibit 3 to the Company's 10-K for the year ended
December 31, 1994 (File No. 1-11261) are hereby incorporated by
reference herein.
ITEM 8. EXHIBITS
The following exhibits are filed with this Registration Statement
pursuant to Item 601 of Regulation S-K.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
4 Sonoco Products Company 1991 Key Employee Stock Plan, as amended.
5 Opinion (including Consent) of Sinkler & Boyd, P.A.
23.1 Consent of Coopers & Lybrand, L.L.P., Certified Public Accountants
23.2 Consent of Sinkler & Boyd, PA. (included in Exhibit 5)
</TABLE>
-2-
<PAGE> 3
SONOCO PRODUCTS COMPANY
1991 KEY EMPLOYEE STOCK PLAN
FORM S-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 Hartsville, State of South Carolina on June 5,
1995.
SONOCO PRODUCTS COMPANY
BY: /S/ C. W. COKER
----------------------------------------
C. W. COKER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the
capacities indicated on this 5th day of June 1995.
BY: /S/ F. T. HILL, JR.
--------------------------------------------------
F. T. HILL, JR.
CHIEF FINANCIAL OFFICER
(PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)
-3-
<PAGE> 4
SONOCO PRODUCTS COMPANY
1991 KEY EMPLOYEE STOCK PLAN
FORM S-8
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 5, 1995.
<TABLE>
<S> <C>
/s/ C. W. Coker Chairman and Chief Executive
-------------------------------------------- Officer (Principal Executive Officer)
C. W. Coker and Director
/s/ T. C. Coxe, III Director
---------------------------------------------
T. C. Coxe, III
/s/ Leo Benatar Director
---------------------------------------------
Leo Benatar
/s/ C. J. Bradshaw Director
--------------------------------------------
C. J. Bradshaw
/s/ R. J. Brown Director
----------------------------------------------
R. J. Brown
/s/ P. C. Browning Director
-------------------------------------------
P. C. Browning
/s/ F. L. H. Coker Director
--------------------------------------------
F. L. H. Coker
/s/ J. L. Coker Director
----------------------------------------------
J. L. Coker
/s/ A. T. Dickson Director
--------------------------------------------
A. T. Dickson
/s/ R. E. Elberson Director
--------------------------------------------
R. E. Elberson
</TABLE>
(Signatures Continued on Next Page)
-4-
<PAGE> 5
SONOCO PRODUCTS COMPANY
1991 KEY EMPLOYEE STOCK PLAN
FORM S-8
(Signatures Continued from Previous Page)
<TABLE>
<S> <C>
/s/ J. C. Fort Director
-----------------------------------------------
J. C. Fort
/s/ P. Fulton Director
-----------------------------------------------
P. Fulton
/s/ B. L. M. Kasriel Director
-------------------------------------------
B. L. M. Kasriel
/s/ R. C. King, Jr. Director
---------------------------------------------
R. C. King, Jr.
/s/ E. H. Lawton, Jr. Director
------------------------------------------
E. H. Lawton, Jr.
/s/ H. L. McColl, Jr. Director
------------------------------------------
H. L. McColl, Jr.
/s/ E. C. Wall, Jr. Director
--------------------------------------------
E. C. Wall, Jr.
</TABLE>
-5-
<PAGE> 1
EXHIBIT 4
SONOCO PRODUCTS COMPANY
1991 KEY EMPLOYEE STOCK PLAN
(AS AMENDED)
1. Purpose. The Sonoco Products Company 1991 Key Employee Stock Plan (the
"Plan") has been adopted by the Board of Directors (the "Board") to encourage
and create significant ownership of the Common Stock ("Common Stock" or
"Shares") of Sonoco Products Company (the "Company") by employees. Additional
purposes of the Plan include generating a meaningful incentive to participants
to make substantial contributions to the Company's future success, enhancing the
Company's ability to attract and retain persons who will make such
contributions, and ensuring that the Company can provide competitive
compensation opportunities for its key personnel. By meeting these objectives,
the Plan is intended to benefit the shareholders of the Company.
2. Term. The Plan shall be effective February 6, 1991. The amendments to
the Plan shall be effective when approved by shareholders and until terminated
pursuant to Section 14.7.
3. Common Shares Available for Issuance. Subject to adjustments
contemplated by Section 5, 5,000,000 shares of Common Stock of the Company
became available for issuance under the Plan on February 6, 1991. Beginning on
January 1, 1995, the number of shares available for issuance under the Plan
shall be increased on each January 1 by an amount equal to 1.2% of the number of
shares of Common Stock issued on such day. Furthermore, the Committee may
designate for issuance under the Plan any shares of Common Stock that are
repurchased by the Company after April 19, 1995, (the "Repurchased Shares") on
the open market or in private transactions in which the Company paid fair market
value, so long as the aggregate price paid for the Repurchased Shares does not
exceed the cumulative amount received in cash by the Company after April 19,
1995, for the exercise of options granted under the Plan or the 1983 Key
Employee Stock Option Plan (the "Prior Plan"). Shares available for issuance
under the Plan, which are not issued in a given year, will be carried forward
and continue to be available in the succeeding year. Any shares issued under the
Plan may be either authorized but unissued shares, or previously-issued shares
reacquired by the Company.
4. Share Usage. If grants made under the Plan expire or are canceled
without the issuance of shares, the shares of stock covered by such grants shall
remain available for issuance under the Plan. Further, any shares which are
exchanged by a participant as full or partial payment to the Company of the
purchase price of shares being acquired through the exercise of a stock option
granted under the Plan or the Prior Plan shall be added to the aggregate number
of shares available for issuance for grants other than incentive stock option
grants. In instances where a stock appreciation right (SAR) or a stock grant is
settled in cash or any form other than shares, then the shares covered by these
settlements shall not be deemed issued and shall remain available for issuance
under the Plan. The payment in shares of dividends in conjunction with
outstanding grants shall not be counted against the shares available for
issuance.
<PAGE> 2
5. Adjustments and Reorganizations. The Board may make such adjustments
as it deems appropriate to meet the intent of the Plan in the event of changes
that impact the Company's share price or share status, provided that any such
actions are consistently and equitably applicable to all affected participants.
a. In the event of any stock dividend, stock split, combination or
exchange of shares, merger, consolidation, spin-off or other distribution
(other than normal cash dividends) of Company assets to shareholders, or
any other change affecting shares, such proportionate adjustments, if any,
as the Board in its discretion may deem appropriate to reflect such change
shall be made with respect to (i) aggregate number of shares that may be
issued under the Plan; (ii) each outstanding grant made under the Plan;
(iii) the price per share for any outstanding stock options, SARs and other
rights granted under the Plan; and the limitations on share usage and
allocation set forth in Section 9. In addition, any shares issued or
settlement of grants by the Company through the assumption or substitution
of outstanding grants or grant commitments from an acquired company or
other entity shall not be counted against the limitations set forth in
Section 3 and Section 9.
b. In the event that the Company is not the surviving company of a
merger, consolidation or amalgamation with another company or in the event
of a liquidation or reorganization of the Company, and in the absence of
the surviving corporation's assumption of outstanding grants made under the
Plan, the Board may provide for appropriate adjustments and settlements of
such grants either at the time of grant or at a subsequent date.
6. Plan Administration.
6.1 The Committee. A Committee (the "Committee") appointed by the
Board shall be responsible for administering the Plan. The Committee shall
be comprised of three or more members of the Board who qualify to
administer the Plan as contemplated by Rule 16b-3 under the Securities
Exchange Act of 1934 (the "1934 Act"), or any successor rule.
6.2 Powers of the Committee. Subject only to the express
restrictions and limitations otherwise set forth in the Plan, the Committee
shall have sole, absolute and full authority and power to:
(a) Interpret the Plan and undertake such actions and make such
determinations and decisions as it deems necessary and appropriate to
carry out the Plan intent;
(b) Select individuals to receive grants;
(c) Determine the amount of shares to be covered by each grant;
(d) Decide the type grant or grants to be made to each participant
and the terms and conditions applicable to each such grant;
(e) Award grants to individuals who are foreign nationals or who
are employed outside the United States or both, on such terms and
conditions (which may be different than specified by the Plan) which it
deems are necessary to assure the viability of such grants in meeting
the purposes of the Plan;
2
<PAGE> 3
(f) Enter into grant agreements evidencing grants made under the
Plan and their respective terms and conditions;
(g) Establish, amend and repeal rules and regulations relating to
the Plan; and
(h) Amend the Plan to the extent permitted by Section 14.6.
6.3 Delegation of Authority. The Committee may designate persons
other than members of the Committee or the Board to carry out its
responsibilities subject to such limitations, restrictions and conditions
as it may prescribe, except that the Committee may not delegate its
authority with regard to the awarding of grants to persons subject to
Section 16 of the 1934 Act. Further, the Committee may not delegate its
authority if such delegation would cause the Plan not to comply with the
requirements of Rule 16b-3 or any successor rule under the 1934 Act.
6.4 Dividends and Dividend Equivalents. The Committee may provide
that grants awarded under the Plan earn dividends or dividend equivalents.
Such dividend equivalents may be paid currently or may be credited to a
participant's account. In addition, dividends paid on outstanding grants or
issued shares may be credited to a participant's account, including
additional shares or share equivalents, rather than paid currently. Any
crediting of dividends or dividend equivalents may be subject to such
restrictions and conditions as the Committee may establish, including
reinvestment in additional shares or share equivalents.
6.5 Deferrals and Settlements. The Committee may require or permit
participants to elect to defer the issuance of shares or the settlement of
grants in cash under such rules and procedures as it may establish under
the Plan. It also may provide that deferred settlements include the payment
or crediting of interest on the deferral amounts or the payment or
crediting of dividend equivalents on deferred settlements denominated in
shares. The Committee also may require or permit grants to be settled in
the form of other grant types.
6.6 Documentation of Grants. Grants under the Plan shall be
evidenced by written agreements or such other appropriate documentation as
the Committee shall prescribe. The Committee need not require the execution
of any instrument or acknowledgment of notice of a grant under the Plan, in
which case acceptance of such a grant by the respective participant will
constitute agreement to the terms of the grant.
7. Plan Eligibility. Any employee of the Company (including any entity
that is directly or indirectly controlled by the Company or any entity in which
the Company has a significant equity interest, as determined by the Committee)
shall be eligible to be designated a participant under the Plan.
8. Grant Types. Awards under the Plan may consist of single, combination,
tandem or replacement grants of the following types.
8.1 Stock Options. A stock option shall confer on a participant the
right to purchase a specified number of shares from the Company subject to
the terms and conditions of the stock option grant. A stock option may be
in the form of an incentive stock option or any other option type. Any
incentive stock option grant shall comply with the requirements of Section
422 of the Internal Revenue Code of 1986, as
3
<PAGE> 4
amended, (the "Code"), and, accordingly, the aggregate fair market value at
the time of grant of the shares covered by incentive stock option grants
exercisable by any one optionee in any calendar year shall not exceed
$100,000 (or such other limit as may be required by the Code). The
recipient of a stock option grant shall pay for the shares at the time of
exercise in cash or such other form as the Committee may approve, including
the transfer of shares (whether actual or constructive), valued at their
fair market value on the date of exercise, or in a combination of payment
forms.
8.2 Stock Appreciation Rights (SAR). A SAR grant shall confer on a
participant the right to receive in shares, cash or a combination of both,
up to the positive difference, if any, between the fair market value of a
designated number of shares on the date the SARs are exercised and the
designated price of the SARs contained in the terms and conditions of the
grant. Shares issued in settlement of the exercise of SARs shall be valued
at their fair market value on the date of the exercise of the SARs.
8.3 Stock Grants. A stock grant shall confer on a participant the
right to receive a specified number of shares, cash equal in value to a
designated number of shares or a combination of both, subject to the terms
and conditions of the grant, which may include forfeitability contingencies
based on continued employment with the Company or the meeting of
performance criteria or both. The performance criteria that may be used by
the Committee in awarding contingent stock grants will consist of total
shareholders' return, earnings growth, revenue growth, and/or profitability
measured by return ratios. The Committee may select one criterion or
multiple criteria for measuring performance, and the measurement may be
based on absolute Company or business unit performance or based on
comparative performance with other companies. A stock grant may be received
by a participant as part of or in lieu of the participant's normal
compensation or as part of or in lieu of a payment under another incentive
compensation or employee benefit plan of the Company, subject to such rules
and conditions as the Committee may establish for such grants.
8.4 Deferred Compensation Stock Options. The Committee may, at its
sole discretion, require or permit that designated grants under the Plan be
settled in the form of deferred compensation stock options. The Committee
also, at its sole discretion, may require or permit eligible employees to
receive deferred compensation stock options in lieu of a payment of normal
compensation or a payment under another incentive compensation or employee
benefit plan of the Company. The number of shares to be subject to such a
grant shall be the quotient (rounded down to the nearest whole number)
resulting from the following formula:
<TABLE>
<C> <S> <C>
Amount of Compensation to be Deferred
------------------------------------------------------------ = Number of Shares
Fair Market Value at Time of Grant -- Option Price
</TABLE>
9. Grant Limits. Subject to adjustments contemplated by Section 5, the
following limitations on the usage of shares of Common Stock shall be effective
for grants made after April 19, 1995:
9.1 Stock Options and SARs. Commencing with 1995, no individual may
receive a stock option or SAR, or combination of both, in any one calendar
year that covers more than 200,000 shares plus unused shares carried
forward for up to five years commencing in 1995. The aggregate number of
shares that may be covered by incentive stock options granted under the
Plan cannot exceed 5,000,000 shares.
4
<PAGE> 5
9.2 Stock Grants. Commencing with 1995, no individual may receive a
stock grant in any one calendar year that covers more than 100,000 shares
plus unused shares carried forward for up to five years commencing in 1995.
The aggregate number of shares that may be covered by stock grants made in
any one calendar year shall not exceed 0.4% of the number of issued shares
of Common Stock as of the first day of such calendar year commencing in
1995, plus any unused shares which were available for stock grants in any
prior years commencing in 1995.
10. Transferability and Exercisability
10.1 Transferability. Any grant under the Plan will be
non-transferable and, accordingly, shall not be assignable, alienable,
salable or otherwise transferable by the participant other than as provided
in Section 10.2 or:
(a) By will or the laws of descent and distribution;
(b) Pursuant to a qualified domestic relations order, to the extent
permitted by the Committee, either at the time of grant or subsequently;
and
(c) By gift or other transfer to, either (i) a trust or estate in
which the participant or such person's spouse, or other relative has a
substantial interest, or (ii) the participant's spouse or other
relative, to the extent permitted by the Committee, either at time of
grant or subsequently, provided further that for any such transfer by a
person subject to Section 16 of the 1934 Act, the Committee may require
the shares covered by such grant to continue to be deemed beneficially
owned.
10.2 Third Party Exercises. In the event that a participant
terminates employment with the Company to assume a position with a
governmental, charitable, educational or similar non-profit institution,
the Committee may subsequently authorize a third party, including but not
limited to a "blind" trust, to act on behalf of and for the benefit of the
respective participant with respect to any outstanding grants held by the
participant subsequent to such termination of employment. If permitted by
the Committee, a participant may designate a beneficiary or beneficiaries
to exercise the rights of the participant and receive any distributions
under the Plan upon the death of the participant.
11. Grant Terms and Conditions. The Committee shall determine the
provisions and duration of grants made under the Plan, including the purchase
prices for all stock options, the established prices for all SARs, the
consideration, if any, to be required from participants for all other grants and
the conditions under which a participant will retain rights in the event of the
participant's termination of employment while holding outstanding grants made
under the Plan. However, any stock option (other than a deferred compensation
grant made pursuant to Section 8.4) or SAR may not have an exercise or
designated price of less than 100% of the fair market value of the covered
shares on the date of grant, except that, in the case of a stock option or SAR
granted retroactively in tandem with or as a substitution for another grant, the
exercise or designated price may be the same as the exercise or designated price
of such other grant.
12. Tax Withholding. The Company shall have the right to deduct from any
settlement of a grant made under the Plan, including the delivery or vesting of
shares, a sufficient amount to cover withholding of any federal, state or local
taxes required by law or to take such other action as may be necessary to
satisfy any
5
<PAGE> 6
such withholding obligations. The Committee may permit shares to be used to
satisfy required tax withholding and such shares shall be valued at their fair
market value as of the settlement date of the applicable grant.
13. Other Company Benefit and Compensation Programs. Unless otherwise
determined by the Committee, settlements of grants received by participants
under the Plan shall not be deemed a part of a participant's regular, recurring
compensation for purposes of calculating payments or benefits from any Company
benefit or severance program (or severance pay law of any country). The above
notwithstanding, the Company may adopt other compensation programs, plans or
arrangements as it deems appropriate or necessary.
14. General. The following provisions are applicable to the Plan
generally:
14.1 Future Rights. No person shall have any claim or rights to be
awarded a grant under the Plan, and no participant shall have any rights
under the Plan to be retained in the employ of the Company.
14.2 Fair Market Value. The term "fair market value" as used in the
Plan means the closing price of a share of Common Stock on the date of the
applicable transaction or such other appropriate valuation method as the
Committee may determine.
14.3 No Fractional Shares. No fractional shares shall be issued
under the Plan and cash shall be paid in lieu of any fractional shares in
settlement of grants awarded under the Plan.
14.4 Unfunded Plan. Unless otherwise determined by the Committee,
the Plan shall be unfunded and shall not create (or be construed to create)
a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company and any participant or other
person. To the extent any person holds any rights by virtue of a grant
awarded under the Plan, such right (unless otherwise determined by the
Committee) shall be no greater than the right of an unsecured general
creditor of the Company.
14.5 Successors and Assigns. The Plan shall be binding on all
successors and assigns of a participant, including, without limitation, the
estate of such participant and the executor, administrator or trustee of
such estate, or any receiver or trustee in bankruptcy or representative of
the participant's creditors.
14.6 Plan Amendment. The Committee may amend the Plan as it deems
necessary or appropriate to better achieve the purposes of the Plan, except
that no amendment without the approval of the Company's shareholders shall
be made which would:
(a) Subject to adjustments contemplated by Section 5, increase the
total number of shares available for issuance under Section 3 or the
share limits set forth in Section 9; and
(b) Reduce the minimum exercise or designated price for any stock
options or SARs granted under the Plan.
6
<PAGE> 7
14.7 Plan Termination. The Board may terminate the Plan at any time.
However, if so terminated, then-existing previously-awarded grants shall
remain outstanding and in effect in accordance with their applicable terms
and conditions.
14.8 Governing Law. The validity, construction and effect of the
Plan and any actions taken or relating to the Plan shall be determined in
accordance with the laws of the State of South Carolina and applicable
federal law.
7
<PAGE> 1
EXHIBIT 5
SINKLER & BOYD, P.A.
Sonoco Products Company
Post Office Box 160
Hartsville, SC 29551
Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 10,000,000 shares of the common stock (the "Common Stock") of Sonoco
Products Company, a South Carolina corporation (the "Company"), for issuance
pursuant to the Sonoco Products Company 1991 Key Employee Stock Plan, as
amended, we have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination it is our opinion that the Common Stock,
when issued upon the terms and conditions set forth in the Registration
Statement filed by the Company in connection with the registration of the
Common Stock, and upon receipt of the consideration therefor, will be legally
issued, fully paid and nonassessable.
We consent to be named in the Registration Statement as attorneys who will
pass upon certain legal matters in connection with the offering described in
the Registration Statement, and to the filing of a copy 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.
By: /s/ Sinkler & Boyd, P.A.
---------------------------
Sinkler & Boyd, P.A.
June 5, 1995
<PAGE> 1
EXHIBIT 23.1
COOPERS & LYBRAND, L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Sonoco Products Company on Form S-8 of our report dated February 1, 1995, which
includes an explanatory paragraph indicating that the Company changed its
method of accounting for postretirement benefits other than pensions and income
taxes in 1992, on our audits of the consolidated financial statements and
financial statement schedules of Sonoco Products Company as of December 31,
1994 and 1993 and for each of the three years in the period ended December 31,
1994.
By: /s/ Coopers & Lybrand, L.L.P.
--------------------------------
Coopers & Lybrand, L.L.P.
Charlotte, North Carolina
June 5, 1995
