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
CENTENNIAL SHARES PLAN
(Full title of Plan)
F. Trent Hill, Jr. Copies to:
Chief Financial Officer George S. King, Jr., Esquire
Sonoco Products Company Suzanne Hulst Clawson, Esquire
Post Office Box 160 Sinkler & Boyd, P.A.
Hartsville, South Carolina 29551 1426 Main Street, Suite 1200
Columbia, South Carolina 29201
(Name and address of agent for service)
(803) 779-3080
(843) 383-7000
(Telephone number, including
area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share(2) price(2) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 1,800,000 shares $26.625 $47,925,000.00 $13,323.15
- --------------------------------------------------------------------------------------------------------------------------------
</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) Based on the exercise price of the employee stock options pursuant to Rule
457(h)(1) under the Securities Act of 1933.
Exhibit Index on page 6
<PAGE>
PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form S-8 will be
sent or given to employees of the Registrant chosen to participate in the Sonoco
Products Company Centennial Share Plan as required by Rule 428(b)(1) promulgated
under the Securities Act of 1933.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference herein the following
documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-11261).
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 29, 1998, June 28, 1998 and September 27, 1998; the Registrant's
Periodic Reports on Forms 8-K, filed January 22, 1998 and April 14,
1998.
(c) The description of the Registrant's Common Stock set forth in the
Registrant's Form 8-A, filed February 14, 1995, as amended December
30, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "1934
Act"), prior to the filing of a post-effective amendment that indicates that all
securities offered 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 a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Not applicable.
2
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under 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. The provisions
of the Corporation Act which deal with indemnification are codified at Sections
33-8-500 through -580 of the Code of Laws of South Carolina 1976, amended.
In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Sonoco Products Company Centennial Share Plan
5 Opinion of Sinkler & Boyd, P.A.
15 Letter from PricewaterhouseCoopers LLP regarding unaudited
interim financial information
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).
24 Power of Attorney
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) 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;
3
<PAGE>
Provided, however, that paragraphs (1)(i) and (1)(ii) of this
undertaking do not apply if the registration statement is on Form S-3, S-8 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) 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 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartsville, State of South Carolina on December 30,
1998.
Sonoco Products Company
s/Peter C. Browning
By:----------------------------------------------
Peter C. Browning
Chief Executive Officer
s/F. Trent Hill, Jr.
By:----------------------------------------------
F. Trent Hill, Jr.
Chief Executive Officer and Principal
Accounting Officer
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 30, 1998.
s/P. C. Browning
- --------------------------
P. C. Browning President and Chief Executive
Officer and Director
*s/F. T. Hill, Jr.
- --------------------------
F. T. Hill, Jr. Principal Financial and
Accouning Officer
*s/C. J. Bradshaw
- --------------------------
C. J. Bradshaw Director
*s/R. J. Brown
- --------------------------
R. J. Brown Director
*s/C. W. Coker
- --------------------------
C. W. Coker Director
*s/F. L. H. Coker
- --------------------------
F. L. H. Coker Director
*s/J. L. Coker
- --------------------------
J. L. Coker Director
*s/T. C. Coxe, III
- --------------------------
T. C. Coxe, III Director
*s/H. E. DeLoach, Jr.
- --------------------------
H. E. DeLoach, Jr. Director
*s/A. T. Dickson
- --------------------------
A. T. Dickson Director
*s/R. E. Elberson
- --------------------------
R. E. Elberson Director
*s/J. C. Fort
- --------------------------
J. C. Fort Director
*s/P. Fulton
- --------------------------
P. Fulton Director
*s/B. L. M. Kasriel
- --------------------------
B. L. M. Kasriel Director
*s/E. H. Lawton, Jr.
- --------------------------
E. H. Lawton, Jr. Director
*s/H. L. McColl, Jr.
- --------------------------
H. L. McColl, Jr. Director
*s/D. D. Young
- --------------------------
D. D. Young Director
*By: s/F. Trent Hill, Jr.
----------------------
F. Trent Hill, Jr.
Attorney-in-Fact
6
<PAGE>
EXHIBIT INDEX
EXHIBIT
4 Sonoco Products Company Centennial Shares Plan
5 Opinion of Sinkler & Boyd, P.A.
15 Letter from PricewaterhouseCoopers LLP regarding unaudited interim
financial information
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Sinkler & Boyd, P.A.
(included in Exhibit 5)
24 Power of Attorney
7
Appendix B
SONOCO PRODUCTS COMPANY
1. Purpose. The purposes of the Sonoco Products Company Centennial Shares
Plan are (i) to promote the interests of Sonoco Products Company and its
shareholders by attracting and retaining quality Employees, (ii) to provide such
Employees with incentive-based compensation based upon the Company's sustained
financial performance, supplemental to any other compensation or benefit plans,
(iii) to give substantially all Employees a stake in the Company's growth and
success by focusing them on the performance of Company stock and linking them to
all Employees worldwide, and (iv) to create a culture of ownership and
excellence among all Employees worldwide.
2. Definitions. Wherever used herein, the following terms shall have the
respective meanings set forth below:
(a) "Award" means a grant of an Option, Cash Bonus or stock
appreciation right ("SAR") made in accordance with the terms of the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Cash Bonus" means an award in cash as described in Section 8
of the Plan.
(d) "Committee" means the Executive Compensation Committee of the
Board.
(e) "Common Stock" means the common stock, without par value, of
the Company.
(f) "Company" means Sonoco Products Company, a South Carolina
corporation.
(g) "Employee" means a regular, active employee of the Company or
designated Subsidiary who is treated as an employee in the personnel records of
the Company for the relevant period, has worked at least one full day in the
twelve (12) month period prior to or on the Grant Date, and shall exclude
individuals classified as leased from a third party, classified as independent
contractors, or classified by the Company as intermittent or temporary, even if
any such classification is changed retroactively as a result of an audit,
litigation or otherwise.
(h) "Grant Date" means the date selected by the Committee from
time to time, upon which Awards are granted to Participants pursuant to this
Plan.
(i) "Option" means an option to purchase shares of the Common
Stock as described in Section 7 of the Plan.
(j) "Participant" means an Employee of the Company or its
subsidiaries who is selected by the Committee to receive an Award granted under
the Plan. An Employee who participated in the 1997 Restricted Stock Plan shall
not be a Participant.
(k) "Plan" means the Sonoco Products Company Centennial Shares
Plan, as set forth herein and as amended from time to time.
(l) "Retirement" means an Employee's termination of employment
with the Company on or after age 55 or as defined under the applicable
retirement policy of the Company or Subsidiary.
(m) "SAR" means a stock appreciation right with respect to shares
of the Common Stock as described in Section 8 of the Plan.
(n) "Subsidiary" means any corporation or business entity of which
the Company owns, directly or indirectly, more than 50% percent of the voting
stock or equity interest.
3. Shares Subject to the Plan. Subject to adjustment as provided in
Section 14, the number of shares of Common Stock which shall be available and
reserved for the grant of Awards under the Plan shall not exceed 1.8 million.
The shares of Common Stock issued under the Plan may come from authorized and
unissued shares or shares purchased on the open market. Shares of Common Stock
subject to an Award that expires unexercised, that is forfeited, terminated or
cancelled, in whole or in part, shall thereafter again be available for grant
under the Plan, except as otherwise provided by the Committee.
1
<PAGE>
4. Administration. The Plan shall be administered by the Committee. A
majority of the Committee shall constitute a quorum, and the acts of a majority
shall be the acts of the Committee.
Subject to the provisions of the Plan, the Committee shall (i) select the
Participants, determine the type of Awards to be made to Participants, determine
the shares subject to Awards, and (ii) have the power, authority, and sole
discretion to construe, interpret and administer the Plan, to establish, amend
and rescind any rules and regulations in order to administer and carry out the
provisions and purposes of the Plan, to determine the terms and provisions of
any agreements entered into hereunder, and to make all other determinations
necessary or advisable for the administration of the Plan including, without
limitation, factual determinations. The Committee may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent it shall deem desirable to carry it into effect. The
determinations of the Committee in construing, interpreting and administering
the Plan, as described herein, shall be final and conclusive, and binding on all
parties. The Committee may designate persons other than members of the Committee
to carry out such responsibilities of the Committee under the Plan as it may
deem appropriate.
5. Eligibility. The Committee shall select from time to time Employees of
the Company or its subsidiaries to participate in the Plan. No Employee shall
have at any time the right (i) to be selected as a Participant, (ii) to be
entitled to an Award, or (iii) having been selected for an Award, to receive any
further Awards.
6. Awards. Awards under the Plan may consist of Options (nonstatutory
stock options), Cash Bonuses or SARs. The Committee shall determine the Award to
be granted to each Participant. The Committee may make such determination based
on the compensation of the Employee, the location of the Employee, or based on
such other factors as the Committee deems appropriate. The Award shall be
subject to such terms and conditions as the Committee may determine.
7. Stock Options
Subject to any modifications provided pursuant to Section 8(e),
Options shall be subject to the terms specified in Sections 7(a)-(f).
I. Option Price. The Committee shall establish the Option price at the time each
Option is granted, which price shall not be less than the closing price of a
share of the Common Stock on the New York Stock Exchange on the Grant Date, or
the fair market value of a share of the Common Stock if it is not so listed, as
determined by the Committee.
II. Expiration Date of Option. Stock Options shall be exercisable for such
period as specified by the Committee, but in no event may Options become
exercisable earlier than two years after the Grant Date (except in the case of a
Change of Control) or be exercisable for a period of more than six (6) years
after their Grant Date.
III. Vesting Date of Option. The Option shall become exercisable on the second
anniversary of the Grant Date or as otherwise determined by the Committee.
IV. Exercise of Option. The Committee shall establish procedures governing the
exercise of Options, which may include procedures restricting the frequency or
method(s) of exercise, as well as periods (black-out periods) during which
Options may not be exercised. In general, subject to such specific provisions, a
Participant shall exercise an Option as follows:
A. The Participant shall submit an Option exercise request to the broker or
recordkeeper designated by the Committee specifying the Option and number of
shares being exercised. The Committee may prescribe electronic, voice or other
means of submission of such request. The exercise request shall also specify
which of the following types of exercise the Participant is making:
1. A regular Option exercise.
2. An Option exercise and sale of all shares being purchased through the Option
exercise.
3. An Option exercise and sale of sufficient shares to cover the Option Price
(and applicable withholding taxes and transaction fees) of the shares being
purchased through the Option exercise, with the remainder of the shares to be
issued to the Participant.
2
<PAGE>
B. If the Participant requests a regular Option exercise, the Participant shall
deliver the full Option price in cash (together with an amount to pay applicable
withholding taxes and transaction fees) to the broker or recordkeeper designated
by the Committee at the time of exercise.
C. If the Participant requests an Option exercise and sale of shares, the broker
or recordkeeper designated by the Committee shall sell the applicable number of
shares as soon as practical following receipt of such request and, upon
settlement of the trade, transfer to the Company an amount equal to the Option
price for the shares being purchased through the Option exercise. As soon as
practical thereafter, the proceeds from the sale or the shares of Common Stock
(less the option price, applicable withholding taxes and transaction fees) shall
be delivered to the Participant; provided, however, that the Participant shall
receive cash in lieu of any fractional shares.
V. Expiration of Stock Option. Each option and any related rights shall expire
on the earliest to occur of:
A. six (6) years after the Grant Date of the Option;
B. if vested, ninety (90) days after termination of employment because of
retirement, death, disability, dismissal, resignation or otherwise; or
C. if not vested, immediately upon termination of employment because of
retirement, death, disability, dismissal, resignation or otherwise.
Neither the Company nor the Committee shall have any obligation to
notify a Participant of the expiration, or impending expiration of an Award.
VI. Rights as Shareholder. A Participant shall have none of the rights of a
shareholder with respect to shares of Common Stock covered by any Award until
the Participant becomes the record holder of such shares as determined by the
records of the Company's transfer agent.
8. Non-U.S. Employees.
(a) Applicability. This Section 8 shall apply to each Employee who
is not based in the United States.
(b) Schedule of Countries where Awards are Feasible. The Committee
shall determine, in its sole discretion, whether it is desirable or feasible
under local law, custom and practice to grant Awards under the Plan to Employees
described in Section 8(a) in each country outside the United States. The
Committee shall approve a schedule specifying by country whether an Option, Cash
Bonus or SAR is to be granted under this Section. The schedule may differentiate
among classes of Employees (including international assignees) and locations
within a country.
(c) Terms of Option, Cash Bonus and SAR. If the Committee has
determined on the schedule described in Section 8(b) that it is feasible to
grant an Option, Cash Bonus or SAR at a location for a Grant Date, each Employee
under this Section specified in the schedule shall be granted an Option, Cash
Bonus or SAR, as applicable, on such Grant Date. Each such Option shall be
granted under and shall be subject to the terms in Section 7, except for such
modifications or additional terms and conditions as the Committee deems
appropriate under Section 8(e). Each Cash Bonus and each SAR shall be subject to
Section 8(d).
(d) Cash Bonuses and Stock Appreciation Rights. A Cash Bonus shall
entitle the Participant to receive a payment in cash in an amount and at such
times as the Committee shall determine. Each Cash Bonus shall be subject to such
terms and conditions as the Committee deems appropriate, which terms may
include, without limitation, vesting and termination provisions similar to
options and payment "triggering" events based on specified increases in the
Company's stock price.
A SAR shall entitle the Participant to receive an amount in cash
equal to the increase of the fair market value of a specified number of shares
of Common Stock on the date of exercise over the fair market value of that
number of shares of Common Stock on the Grant Date of the SAR. Each SAR shall be
subject to Section 7 as though the reference to the term "Option" in such
section were a reference to the term "SAR," except for such modifications or
additional terms and conditions as the Committee deems appropriate under Section
7(e). The Participant shall exercise an SAR by submitting an SAR exercise
request to the broker or recordkeeper designated by the Committee in the same
manner as a request for an Option exercise and sale of all shares being
exercised, except as otherwise provided by the Committee.
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(e) Special Terms. In order to facilitate the making of any Award
under Section 8, the Committee may provide for such modifications and additional
terms and conditions ("special terms") in Awards to Participants who are
employed by the Company outside the United States (or who are foreign nationals
temporarily within the United States) as the Committee may consider necessary or
appropriate to accommodate differences in local law, policy or custom or to
facilitate administration of the Plan. The special terms may provide that the
grant of an Award is subject to (a) applicable governmental or regulatory
approval or other compliance with local legal requirements and/or (b) the
execution by the Participant of a written instrument in the form specified by
the Committee, and that in the event such requirements or conditions are not
satisfied, the grant shall be void. The special terms may also provide that an
Award shall become exercisable if an Employee's employment with the Company ends
as a result of workforce reduction, realignment or similar measure and the
Committee may designate a person or persons to make such determination for a
location. The Committee may adopt or approve sub-plans, appendices or
supplements to or amendments, restatements, or alternative versions of the Plan
as it may consider necessary or appropriate for purposes of implementing any
special terms, without thereby affecting the terms of the Plan as in effect for
any other purpose. The special terms and any appendices, supplements,
amendments, restatements or alternative versions, however, shall not include any
provisions that are inconsistent with the terms of the Plan as then in effect,
unless the Plan could have been amended to eliminate such inconsistency without
further approval by the Board.
(f) No Acquired Rights. No individual in any country shall have
any right to receive an Award, except as expressly provided for under the Plan.
All Awards made at any time are subject to the prior approval of the Committee.
9. Award Documentation. Each Award under the Plan shall be evidenced by
an agreement, certificate or other document setting forth the terms and
conditions, as determined by the Committee, which shall apply to such Award, in
addition to the terms and conditions specified in the Plan.
10. Change of Control. In the event of a change of control of the Company
or a liquidation, reorganization, merger, consolidation or amalgamation with
another company in which the Company is not the surviving company, the Committee
may, in its discretion, provide for appropriate adjustments and settlements of
each Award including such further provisions and limitations in any agreement
documenting such Awards as it may deem equitable and in the best interests of
the Company.
11. Withholding. The Company and its subsidiaries shall have the right to
deduct from any payment to be made pursuant to the Plan, or to require prior to
the issuance or delivery of any shares of Common Stock or the payment of cash
under the Plan, any taxes required by law (whether federal, state, local or
foreign) to be withheld therefrom. The Committee may, in its discretion, permit
a Participant to elect to satisfy such withholding obligation by having the
Company retain the number of shares of Common Stock whose fair market value
equals the amount required to be withheld. Any fraction of a share of Common
Stock required to satisfy such obligation shall be disregarded and the amount
due shall instead be paid in cash to the Participant.
12. Nontransferability. No amount payable or other right under the Plan
shall be subject in any manner to alienation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge or encumbrance of any kind nor in any
manner be subject to the debts or liabilities of any person, except by will or
the laws of descent and distribution, and any attempt to so alienate or subject
any such amount, whether presently or thereafter payable, or any such right
shall be void.
13. No Right to Employment. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continue in the employ of the Company or its
subsidiaries. Further, the Company and its subsidiaries expressly reserve the
right at any time to dismiss a Participant without any liability, or any claim
under the Plan, except as provided herein or in any agreement entered into
hereunder.
14. Adjustment of and Changes in Common Stock. In the event of any stock
dividend, split or reverse split, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares or other change in the corporate
structure or shares of stock of the Company, or any distributions to common
shareholders other than regular cash dividends, the Committee may make such
substitution or adjustment, if any, as it deems to be equitable, as to the
number or kind of shares of Common Stock or other securities issued or reserved
for issuance pursuant to the Plan and to outstanding Awards and the prices
therefor. Any determination by the Committee under this Section 14 shall be
binding on all Participants and as to all Awards hereunder.
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15. Amendment. The Board may amend, suspend or terminate the Plan or any
portion thereof at any time.
16. Entire Plan. This document is a complete statement of the Plan. As of
its effective date this document supersedes all prior plans, representations and
proposals, written or oral, relating to its subject matter. The Company shall
not be bound by or liable to any person for any representation, promise or
inducement made by any employee or agent of it which is not embodied in this
document or in any authorized written amendment to the Plan.
17. Governing Law. The Plan shall be construed and its provisions
enforced and administered in accordance with the laws of the State of South
Carolina.
18. Effective Date. The Plan shall be effective as of December 31, 1998.
Subject to earlier termination pursuant to Section 15, the Plan shall have a
term of six (6) years from its effective date.
5
Sinkler & Boyd, P.A.
Attorneys at Law
The Palmetto Center
1426 Main Street, Suite 1200
Columbia, South Carolina 29201
(803) 779-3080
December 30, 1998
Sonoco Products Company
Post Office Box 160
Hartsville, South Carolina 29551
Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of 1,800,000 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 Centennial Shares Plan, 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.
8
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Sonoco Products Company Registration Statement on Form S-8
We are aware that our report dated November 11, 1998 on our review of interim
financial information of Sonoco Products Company for the period ended September
27, 1998 and included in the Company's quarterly report on Form 10-Q for the
quarter then ended is incorporated by reference in this registration statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not
be considered a part of the registration statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Charlotte, North Carolina
December 30, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Sonoco Products Company of our report dated January 30, 1998, on
our audits of the consolidated financial statements of Sonoco Products Company
as of December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997, which report is incorporated by reference in the
Company's Annual Report on Form 10-K.
s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Charlotte, North Carolina
December 30, 1998
9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints F. Trent Hill, Jr. and Charles J. Hupfer, jointly
and severally, 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 a Registration Statement on Form S-8 relating to
the Sonoco Products Company Centennial Shares Plan and any and all amendments to
such Registration Statement, and to file the same, with all exhibits thereto,
and other documentation in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Signature Title Date
s/P. C. Browning October 21, 1998
- -------------------------- President and Chief
P. C. Browning Executive Officer
and Director
s/F. T. Hill, Jr.
- -------------------------- Principal Financial and October 21, 1998
F. T. Hill, Jr. Accouning Officer
s/C. J. Bradshaw
- -------------------------- Director October 21, 1998
C. J. Bradshaw
s/R. J. Brown
- -------------------------- Director October 21, 1998
R. J. Brown
s/C. W. Coker
- -------------------------- Director October 21, 1998
C. W. Coker
s/F. L. H. Coker
- -------------------------- Director October 21, 1998
F. L. H. Coker
s/J. L. Coker
- -------------------------- Director October 21, 1998
J. L. Coker
s/T. C. Coxe, III Director October 21, 1998
- --------------------------
T. C. Coxe, III
s/H. E. DeLoach, Jr.
- -------------------------- Director October 21, 1998
H. E. DeLoach, Jr.
s/A. T. Dickson
- -------------------------- Director October 21, 1998
A. T. Dickson
s/R. E. Elberson
- -------------------------- Director October 21, 1998
R. E. Elberson
s/J. C. Fort
- -------------------------- Director October 21, 1998
J. C. Fort
s/P. Fulton
- -------------------------- Director October 21, 1998
P. Fulton
s/B. L. M. Kasriel
- -------------------------- Director October 21, 1998
B. L. M. Kasriel
s/E. H. Lawton, Jr.
- -------------------------- Director October 21, 1998
E. H. Lawton, Jr.
s/H. L. McColl, Jr.
- -------------------------- Director October 21, 1998
H. L. McColl, Jr.
s/D. D. Young
- -------------------------- Director October 21, 1998
D. D. Young
