<PAGE> 1
As filed with the Securities and Exchange Commission on September 25, 1996
Registration No.
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 (I.R.S. Employer
of incorporation) Identification No.)
Post Office Box 160
Hartsville, South Carolina 29551
---------------------------------------------------------------------------
(Address of principal executive offices and zip code)
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Titles of securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share(2) price(2) registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 125,000 shares $28.25 $3,531,250 $1,218
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, based on the
price at which stock of the same class was sold on September 20, 1996.
<PAGE> 2
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information required in the Section 10(a)
Prospectus will be sent or given to employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
The Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1995.
(b) The Company's Quarterly Reports on Forms 10-Q for the quarters ended
March 31, 1996 and June 30, 1996.
The Company's Current Report on Form 8-K filed on August 5, 1996.
(c) The description of the Registrant's Securities included in Item 1 of
the Registrant's Form 8-A filed on February 16, 1995 is incorporated
herein by reference.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934
prior to the filing of a post-effective amendment which indicates that all of
the securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part thereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS & COUNSEL
Not applicable.
<PAGE> 3
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
ITEM 6. INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES
Article VIII of the By-laws of the Company provides for the indemnification by
the Company of any present or former director, officer or employee of the
Company, or any person, who, at the request of the Company, may have served as
director or officer of another corporation in which it owns shares or of which
it is a creditor. Any such person shall be entitled to reimbursement of
expenses and other liabilities to the maximum extent permitted by the laws of
the State of South Carolina or by order of any Court having jurisdiction in
any action or proceeding to which he is a party by reason of being or having
been a director, officer or employee.
Article 9 of the Restated Articles of Incorporation states that no director of
the Company shall be personally liable to the Company or to its shareholders
for monetary damages for breach of fiduciary duty as director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the laws of South Carolina, as presently in effect or as the same may
hereafter be amended.
Under Article 5 of the South Carolina Business Corporation Act of 1988 ( the
"Corporation Act"), a corporation has the power to indemnify directors and
officers who meet the standards of good faith and reasonable belief that
conduct was lawful and in the corporate interest ( or not opposed thereto) set
forth in the Corporation Act. The Corporation Act also empowers a corporation
to provide insurance for directors and officers against liability arising out
of their positions even though the insurance coverage is broader than the power
of the corporation to indemnify. Under the Corporation Act, unless limited by
its articles of incorporation, a corporation must indemnify a director or
officer who is wholly successful, on the merits or otherwise, in the defense of
any proceeding to which he was a party because he is or was a director or
officer against reasonable expenses incurred by him in connection with the
proceeding. The registrant's Articles of Incorporation do not provide
otherwise.
In addition, the Company maintains directors' and officers' liability insurance
for the benefit of its directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Act"), may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE> 4
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4.1 Sonoco Products Company
1996 Non-Employee Directors' Stock Plan
4.2 Articles of Incorporation (Incorporated by reference to Exhibit 3 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 2, 1995)
4.3 By-Laws (Incorporated by reference to Exhibit 3 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994)
5 Opinion (including consent) of Sinkler & Boyd, P.A .
23.1 Consent of Coopers and Lybrand L.L.P.
23.2 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5)
</TABLE>
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offerings
The undersigned Company 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 the Registration Statement.
(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> 5
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
ITEM 9. UNDERTAKINGS, continued
(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) Filings incorporating subsequent Exchange Act documents by reference
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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
(h) Filing of Registration Statement on Form S-8
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 provisions
described under Item 6, 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 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 and will be governed by the final
adjudication of such issue.
<PAGE> 6
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
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 Hartsville, State of South Carolina on this 25th
day of September, 1996.
SONOCO PRODUCTS COMPANY
REGISTRANT
By: /S/ C. W. COKER
---------------------------------------
C. W. COKER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE> 7
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
SIGNATURES, Continued
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 this 25th day of September, 1996.
<TABLE>
<S> <C>
/s/ C. W. Coker /s/ F. T. Hill, Jr.
- ------------------------------------------------------- -------------------------------------------------------
C. W. Coker F. T. Hill, Jr.
Principal Executive Officer and Director Principal Financial and Accounting Officer
/s/ P. C. Browning /s/ J. C. Fort
- ------------------------------------------------------- -------------------------------------------------------
P. C. Browning J. C. Fort
President and Chief Operating Officer and Director
Director
/s/ C. J. Bradshaw /s/ P. Fulton
- ------------------------------------------------------- -------------------------------------------------------
C. J. Bradshaw P. Fulton
Director Director
/s/ R. J. Brown /s/ B. L. M. Kasriel
- ------------------------------------------------------- -------------------------------------------------------
R. J. Brown B. L. M. Kasriel
Director Director
/s/ F. L. H. Coker /s/ R. C. King, Jr.
- ------------------------------------------------------- -------------------------------------------------------
F. L. H. Coker R. C. King, Jr.
Director Director
/s/ J. L. Coker /s/ E. H. Lawton, Jr.
- ------------------------------------------------------- -------------------------------------------------------
J. L. Coker E. H. Lawton, Jr.
Director Director
/s/ T. C. Coxe, III /s/ H. L. McColl, Jr.
- ------------------------------------------------------- -------------------------------------------------------
T. C. Coxe, III H. L. McColl, Jr.
Director Director
/s/ A. T. Dickson /s/ E. C. Wall, Jr.
- ------------------------------------------------------- -------------------------------------------------------
A. T. Dickson E. C. Wall, Jr.
Director Director
/s/ D. D. Young
/s/ R. E. Elberson -------------------------------------------------------
- ------------------------------------------------------- D. D. Young
R. E. Elberson Director
Director
</TABLE>
<PAGE> 8
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Sonoco Products Company
1996 Non-Employee Directors' Stock Plan
4.2 Articles of Incorporation (Incorporated by reference to Exhibit 3 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
July 2, 1995)
4.3 By-Laws (Incorporated by reference to Exhibit 3 of the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994)
5 Opinion (including consent) of Sinkler & Boyd, P.A
23.1 Consent of Coopers and Lybrand L.L.P.
23.2 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5)
</TABLE>
<PAGE> 1
Exhibit 4.1
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
1. Purpose. The Sonoco Products Company Non-Employee
Directors' Stock Plan (the "Plan") is intended to enhance the Company's ability
to attract and retain talented individuals to serve as members of the Board and
to promote a greater alignment of interests between non-employee members of the
Board and the shareholders of the Company.
2. Definitions. As used in the Plan, the following terms have
the respective meanings:
(a) "Annual Stock Option" means the Stock Option granted to each
Eligible Director pursuant to Section 7.
(b) "Board" means the Company's Board of Directors.
(c) "Common Stock" means the Company's no par value Common Stock.
(d) "Company" means Sonoco Products Company, a corporation
established under the laws of the State of South Carolina.
(e) "Deferred Stock Unit" means a bookkeeping entry, equivalent in
value to a share of Common Stock, credited in accordance with an election made
by an Eligible Director pursuant to Section 8.
(f) "Election Date" means the date on which an Eligible Director
files an election with the Secretary of the Company pursuant to Section 8(a).
(g) "Eligible Director" means any director who is not an employee
of the Company or any subsidiary or affiliate of the Company on the applicable
Grant Date for purposes of Section 7 and on the applicable Election Date for
purposes of Section 8.
(h) "Exercise Price" shall mean (a) the Fair Market Value for a
Stock Option granted pursuant to Section 7 of the Plan and (b) the Fair Market
Value less the per share amount of compensation deferred for a Stock Option
granted pursuant to Section 8(c) of the Plan.
(i) "Fair Market Value" means the closing price of a share of
Common Stock as reported on the composite tape for securities listed on the New
York Stock Exchange (the "Exchange") for the specific Grant Date or other date
in question. If no sales of Common Stock were made on the Exchange on that
date, the closing price of a share of Common Stock as reported on said
composite tape for the preceding day on which sales of Common Stock were made
on the Exchange shall be used.
<PAGE> 2
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
2. Definitions, continued
(j) "Grant Date" means the date specified in Section 7 and
Sections 8(b) and 8(c) as shall be applicable.
(k) "Plan" means the 1996 Non-Employee Directors' Stock Plan.
(l) "Stock Option" means a right granted pursuant to either
Section 7 or 8(c) of the Plan to an Eligible Director to purchase Common Stock
at the applicable Exercise Price.
(m) "1934 Act" means the Securities Exchange Act of 1934.
3. Effective Date. Subject to the approval by the
shareholders of the Company prior to December 31, 1996, the Plan shall be
effective as of February 7, 1996.
4. Common Shares Available for Issuance. Subject to any
adjustments contemplated by Section 5, for each calendar year the Plan is in
effect, 125,000 shares of Common Stock shall be cumulatively available for
Stock Options and the settlement of Deferred Stock Units. Thus, any shares
which are not issued in the year they become available shall be available in
the subsequent years for the settlement of Stock Options and Deferred Stock
Units. In addition, any shares of Common Stock which may be exchanged, either
actually or by attestation, as full or partial payment to the Company upon the
exercise of a Stock Option, shall be available for future awards under the
Plan. If a Stock Option expires without being exercised, the shares of Common
Stock covered by such option shall remain available for issuance under the
Plan. If a Stock Option or Deferred Stock Unit is settled in cash or in 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
crediting of dividend equivalents in conjunction with outstanding Deferred
Stock Units or Stock Options shall not be counted against the shares available
for issuance. Any shares issued under the Plan may be either authorized but
unissued shares, or previously-issued shares reacquired by the Company.
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 applied to all
affected Eligible Directors (and are not inconsistent with adjustments made to
Stock Options and other stock-based awards held by employees of the Company).
Accordingly, 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) the aggregate number of shares that may be issued under
the Plan;
<PAGE> 3
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
5. Adjustments and Reorganizations, continued
(ii) the number of shares covered by each outstanding award
made under the Plan;
(iii) the Exercise Price for each outstanding Stock Option;
and
(iv) the limit on the number of shares that may be covered by
each Annual Stock Option grant set forth in Section 7.
In the event the Company is not the surviving company of a merger,
consolidation or amalgamation with another company or in the event of a
liquidation, reorganization or significant change of control of the Company,
and in the absence of any surviving corporation's assumption of outstanding
awards made under the Plan, the Board may provide for appropriate settlements
of such awards either at the time of grant or at a subsequent date.
6. Plan Operation. The Plan is intended to permit Eligible
Directors to qualify as "disinterested" persons under Rule 16b-3 promulgated by
the Securities and Exchange Commission under the 1934 Act. Accordingly, in
many respects the Plan is self-governing and requires no discretionary action
by the Board except as contemplated by the language herein. However, should
any questions of interpretation arise, they shall be resolved by the Board or
such committee of the Board as may be designated from time to time.
7. Annual Stock Option Grants.
a. Grants to be Made at the First Regularly Scheduled Meeting of
the Board. Commencing with calendar year 1996, at the first regularly
scheduled Board meeting of each calendar year the Plan is in effect, each
Eligible Director will receive an Annual Stock Option to purchase 2,000 shares
of Common Stock or such higher number as may be established pursuant to Section
17. The Exercise Price of each such option shall be the Fair Market Value on
the Grant Date, and each such option shall have a ten-year term.
b. Grants to be Made Subsequent to the First Regularly Scheduled
Meeting of the Board. A person who becomes an Eligible Director, subsequent
to the Board's initial regularly scheduled meeting of a calendar year during
which the Plan is in effect, shall receive an Annual Stock Option grant on the
date such person becomes an Eligible Director. The number of shares covered by
the Annual Stock Option granted to such individual shall be the product of
multiplying:
(i) the number of shares to be covered by the Annual
Stock Option grant received by each Eligible Director for such
calendar year pursuant to subsection (a) above by
<PAGE> 4
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
7. Annual Stock Option Grants, continued
(ii) (A) 100% if the person becomes an Eligible
Director during the first calendar quarter, (B) 75% if the person
becomes an Eligible Director during the second calendar quarter,
(C) 50% if the person becomes an Eligible Director during the third
calendar quarter, or (D) 25% if the person becomes an Eligible Director
during the fourth calendar quarter. If such calculation results in a
fractional share, the number of shares shall be increased to the next
whole number.
8. Deferred Stock Units and Deferred Compensation Stock Options.
Each Eligible Director may elect to take a portion or all of his or her annual
retainer and committee and meeting fees in either the form of Deferred Stock
Units or in the form of Stock Options, provided that the Board has determined
to permit either or both such forms of deferred payment to be available for
such an election. However, in no event may the portion of Eligible Director's
annual compensation affected by such an election be less than 25%.
a. Method of Electing. In order to elect either such form
of deferred payment, the Eligible Director must complete and deliver to the
Secretary of the Company a written election designating the portion of his or
her compensation that is to be deferred and the form of deferral. Such an
election shall be effective beginning with compensation earned the first
calendar quarter commencing six months after the applicable Election Date.
Such election may be subsequently amended or revoked, but any such change shall
not be effective until the first calendar quarter commencing six months after
the Eligible Director has filed such a change in writing with the Secretary of
the Company. Any such election shall be effective only to the extent that
there are sufficient shares of Common Stock available under the Plan pursuant
to Section 4.
b. Deferred Stock Units. If an Eligible Director elects to
receive compensation in the form of Deferred Stock Units, such individual will
have Deferred Stock Units credited to his or her account on the first business
day of each calendar quarter during which his or her election is effective.
The number of Deferred Stock Units covered by each such crediting shall be
determined by the following formula:
Number of
Deferred Stock = Amount of Compensation to be Deferred
Units ------------------------------------------
Fair Market Value
Deferred Stock Units shall be credited with dividend equivalents when
dividends are paid on shares of Common Stock and such dividend equivalents
shall be converted into additional Deferred Stock Units based on the Fair
Market Value on the date credited.
<PAGE> 5
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
8. Deferred Stock Units and Deferred Compensation Stock Options,
continued
c. Deferred Compensation Stock Options. If an Eligible
Director elects to receive compensation in the form of Stock Options, such
individual shall be granted a Stock Option on the first business day of each
calendar quarter during which his or her election is effective. The per share
Exercise Price shall be seventy-five percent of the Fair Market Value of Common
Stock on the Grant Date. The number of shares covered by each such Stock
Option shall be determined by the following formula:
Number of Shares = Amount of Compensation to be Deferred
-------------------------------------
25% of the Fair Market Value
If this calculation results in a fractional share, the number of
shares covered by the resulting Stock Option shall be increased to the next
whole number.
Each such option shall expire five years after termination of Board
service. Individuals who hold outstanding Stock Options awarded under this
Section shall be credited with dividend equivalents based upon 25% of the per
share dividend when dividends are paid on shares of Common Stock, and such
dividend equivalents shall be converted into Deferred Stock Units based on the
Fair Market Value on the date credited.
9. Option Exercisability and Restoration. A Stock Option shall
not be exercisable until the later of six months following its Grant Date, or
six months following the date that the Plan is approved by the shareholders.
The following terms and conditions also shall apply, if applicable:
a. Participant's Death. In the event of the participant's death
during the final year of the term of an outstanding Stock Option, such option
shall remain exercisable for one full year after the participant's death.
b. Exercise Payment. A Stock Option, or portion thereof, may
be exercised by written notice of exercise delivered to the Secretary of the
Company, accompanied by payment of the aggregate Exercise Price. Such payments
may be made in cash, personal check or with Common Stock (either actually or by
attestation) already owned by the individual, valued at the Fair Market Value
on the date of exercise, or a combination of such payment methods. The Board,
however, may deny the exercise of Stock Options during a period of time that it
deems necessary to prevent any possible violation of federal securities laws or
any other laws. As soon as practicable after notice of exercise and receipt of
full payment for shares of Common Stock being acquired, the Company shall
deliver to the individual a certificate representing the Common Stock purchased
through the Stock Option.
<PAGE> 6
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
9. Option Exercisability and Restoration, continued
c. Restoration Option Right. Commencing in 1997, each
Stock Option granted pursuant to the Plan will contain a restoration right
whereby, if an optionee, who is an Eligible Director on the date of exercise,
exercises the option by tendering, either actually or by attestation,
previously-acquired shares of Common Stock, such individual will receive a
Stock Option covering the number of shares tendered with the term equal to the
remaining term of the original Stock Option and with a per share Exercise Price
equal to the Fair Market Value as of the date of exercise of the original Stock
Option. Stock Options granted pursuant to such restoration rights also will
carry restoration Stock Option rights.
10. Termination of Board Service. Upon termination of Board
service by an individual holding awards granted under the Plan, the following
conditions shall apply:
a. Stock Options. Each Stock Option shall continue to
remain outstanding for the duration of its term, subject to the extension of
such term in the event of a participant's death while holding the option as
provided in Section 9(a).
b. Deferred Stock Units. Unless the Eligible Director has
elected, prior to termination of Board service, to receive payment in fifteen
or fewer annual installments, commencing no sooner than the first business day
following the six-month anniversary of the individual's termination of Board
service, he or she will receive a lump sum payment equal to the aggregate Fair
Market Value of the Deferred Stock Units credited to his or her account as of
such date. This payment may be in the form of shares of Common Stock equal in
number to the amount of Deferred Stock Units credited to the Eligible
Director's account. Installment payments may similarly be made in shares of
Common Stock. However, the Board may determine to settle a portion or all of
an award payment in cash based on the Fair Market Value at time of payment.
11. No Fractional Shares. No fractional shares shall be issued
under the Plan and cash shall be paid based on the Fair Market Value at time of
payment in lieu of any fractional shares in settlement of Deferred Stock Units
granted under the Plan pursuant to Section 8.
12. Transferability of Awards. Stock Options and Deferred Stock
Units shall not be transferable or assignable other than (a) by will or the
laws of descent and distribution; (b) pursuant to a qualified domestic
relations order; or (c), to the extent permitted by Rule 16b-3 under the 1934
Act, as then applicable to the Company's employee benefit plans, by gift or
other transfer to either (i) any trust or estate in which the original award
recipient or such person's spouse or other immediate relative has a substantial
beneficial interest, or (ii) a spouse or other immediate relative, provided
that such a transfer would continue to require such awards to be disclosed
pursuant to Item 403 of Regulation S-K under the Securities Act of 1933, as
amended from time to time.
<PAGE> 7
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
13. Award Documentation. Each award granted under the Plan shall
be evidenced by written documentation which shall contain the terms and
conditions governing such award. Directors need not execute any instrument or
acknowledgement of notice of an award under the Plan, in which case acceptance
of such an award by the respective participant will constitute agreement to the
terms of the award.
14. No Right to Service. Neither participation in the Plan
nor any action under the Plan shall be construed to give any Eligible Director
a right to be retained in the service of the Company.
15. Unfunded Plan. Unless otherwise determined by the Board,
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 or any participant or other individual. To the
extent any individual holds any rights by virtue of a grant awarded under the
Plan, such rights (unless otherwise determined by the Board) shall be no
greater than the rights of an unsecured general creditor of the Company.
16. 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.
17. Plan Admendment. The Board 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:
(i) Subject to adjustments contemplated by Section 5,
increase the total number of shares available for issuance under
Section 4 or the individual Annual Stock Option limit set forth in
Section 7, except that such individual limit may be increased to up to
10,000 shares of Common Stock if the Board has determined that such an
amendment would not prevent Eligible Directors from being
"disinterested persons" for purposes of Rule 16b-3, if required by such
rule or any successor rule under the 1934 Act; or
(ii) To the extent such amendment would be inconsistent with
the then-existing Rule 16b-3 or any successor rule under the
1934 Act, materially increase the benefits accruing to participants
under the Plan or materially modify the requirements as to eligibility
for participation in the Plan; or
(iii) Otherwise cause the Plan not to comply with Rule 16b-3 or
any successor rule under the 1934 Act.
In addition, the Plan may not be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
<PAGE> 8
SONOCO PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
FORM S-8
18. Plan Termination. The Board may terminate the Plan at any
time. However, if so terminated, prior awards shall remain outstanding and in
effect in accordance with their applicable terms and conditions.
19. 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
laws.
<PAGE> 1
Exhibit 5
September 25, 1996
Sonoco Products Company
Post Office Box 160
Hartsville, South Carolina 29550-0160
Gentlemen:
In connection with the registration under the Securities Act of 1993
(the "Act") of 125,000 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 1996 Non-Employee Directors' 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.
Very truly yours,
/s/ Sinkler & Boyd, P.A.
------------------------------------------
Sinkler & Boyd, P.A.
<PAGE> 1
Exhibit 23.1
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 January 31, 1996, on
our audits of the consolidated financial statements and financial statement
schedules of Sonoco Products Company as of December 31, 1995 and 1994 and for
each of the three years in the period ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
-----------------------------------
Coopers & Lybrand L.L.P.
Charlotte, North Carolina
September 25, 1996
