As filed with the Commission on July 24, 1997 Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Jefferson Smurfit Corporation
(Exact name of registrant as specified in its charter)
Delaware 43-1531401
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8182 Maryland Avenue
St. Louis, Missouri 63105
(Address of principal executive offices) (zip code)
Jefferson Smurfit Corporation
Amended and Restated 1992 Stock Option Plan
(Full title of the plan)
Patrick J. Moore
Vice President and Chief Financial Officer
Jefferson Smurfit Corporation
8182 Maryland Avenue
St. Louis, Missouri 63105
(Name and address of agent for service)
(314) 746-1100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered(1) registered share(1) price(1) fee
Common stock,
$.01 par value 5,000,000 shares $18.125 $90,625,000 $27,462.12
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the amount of the
registration fee based upon the average of the high and low sales
prices reported for shares of the Common Stock on the Nasdaq
National Market on July 18, 1997.
<PAGE>
STATEMENT PURSUANT TO GENERAL INSTRUCTION E. OF FORM S-8
The contents of the Company's Registration Statement on
Form S-8 (Registration No. 33-57085) filed with the Commission on
December 27, 1994, is hereby incorporated by reference in this
Registration Statement. This Registration Statement is being filed
with the Commission solely for the purpose of registering
additional shares of the Company's Common Stock issuable under the
Company's 1992 Stock Option Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Company 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 St. Louis, Missouri on the 23rd day of July, 1997.
Jefferson Smurfit Corporation
By: /s/ Patrick J. Moore
Patrick J. Moore
Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Patrick J. Moore,
Richard W. Graham and Michael E. Tierney and each of them (with
full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary 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 said attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
Michael W.J. Smurfit Chairman of the July 23, 1997
Board and Director
Richard W. Graham President, Chief July 23, 1997
Executive Officer
and Director
(Principal
Executive Officer)
Patrick J. Moore Vice President and July 23, 1997
Chief Financial Officer
(Principal Accounting
Officer)
Leigh J. Abramson Director July 23, 1997
Donald P. Brennan Director July 23, 1997
Alan E. Goldberg Director July 23, 1997
James S. Hoch Director July 23, 1997
G. Thompson Hutton Director July 23, 1997
Howard E. Kilroy Director July 23, 1997
James E. Terrill Director July 23, 1997
James R. Thompson Director July 23, 1997
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amended and Restated Jefferson Smurfit Corporation
1992 Stock Option Plan
5.1 Opinion of Michael E. Tierney, Esq., as to the
legality of the securities being registered
23.1 Consent of Ernst & Young LLP, St. Louis Missouri
23.2 Consent of Michael E. Tierney, Esq. (included in
Exhibit 5.1 hereto)
24.1 Powers of Attorney (included on the signature page
hereof)
EXHIBIT 4.1
JEFFERSON SMURFIT CORPORATION
AMENDED AND RESTATED
1992 STOCK OPTION PLAN
(As Amended and Restated effective as of May 1, 1997)
1. Purpose; Types of Awards.
The name of this plan is the Jefferson Smurfit Corporation
Amended and Restated 1992 Stock Option Plan (the "Plan"). The purpose of the
Plan is to advance the interests of Jefferson Smurfit Corporation ("JSC"),
Jefferson Smurfit Corporation (U.S.) (the "Company"), the Company's
Subsidiaries and affiliates and their respective stockholders by providing
certain eligible employees of the Company and its Subsidiaries and affiliates
with an opportunity to acquire a proprietary interest in JSC. The Committee
may grant options which shall constitute "nonqualified stock options" for
federal income tax purposes.
2. Definitions.
As used in this Plan, the following words and phrases shall have the meanings
indicated:
(a) "Asset Sale" shall mean the sale of all or substantially
all of the assets of JSC.
(b) "Board" shall mean the Board of Directors of JSC.
(c) "Cause" shall mean termination of an Optionee's
employment in connection with (1) the Optionee's conviction for a felony or
plea of guilty or nolo contendere with respect to a felony, (2) the Board's
determination that the Optionee has committed a common law fraud against JSC,
the Company, a Subsidiary or an affiliate of the Company or (3) action by the
Optionee involving willful malfeasance or gross negligence in connection with
the Optionee's employment, which is materially injurious to the Company, a
Subsidiary or an affiliate of the Company, monetarily or otherwise.
(d) "Committee" shall mean the Compensation Committee
appointed by the Board, from time to time, in accordance with JSC's By-Laws.
(e) "Common Equity" shall mean, collectively: the Class A
common stock of JSC, par value $.01 per share; the Class B common stock of JSC,
par value $.01 per share; the Class C common stock of JSC, par value $.01
per share; the Class D common stock of JSC, par value $.01 per share; and
the Class E common stock of JSC, par value $.01 per share; in each case,
prior to the Reclassification.
(f) "Common Stock" shall mean JSC's common stock, par
value $.01 per share.
(g) "Company" shall mean Jefferson Smurfit Corporation
(U.S.), a Delaware corporation.
(h) "Disability" shall mean incapacity due to physical
or mental illness as a result of which the Optionee becomes eligible for
benefits under the applicable long-term disability plan or policy of the
Company or a Subsidiary or other affiliate of the Company.
(i) "Effective Date" shall mean August 26, 1992.
(j) "Effective Date Options" shall mean Options granted
upon or in connection with the Effective Date of the Plan.
<PAGE>
(k) "Employee" shall mean an employee, including officers,
of the Company or a Subsidiary or other affiliate of the Company or any other
individual designated by the Committee with the approval of the Board.
(l) "Early Retirement" shall mean the termination of
employment of an Optionee for any reason other than for Cause on or after
the earlier of (i) the attainment of age fifty-five (55) with five years of
service with the Company and (ii) twenty-five years of service with the
Company.
(m) "Event of Default" shall mean an event of default or an
event which, with due notice or lapse of time or both, would constitute an
event of default under any instrument or agreement relating to any Indebtedness
(as defined in the Amended and Restated Credit Agreement, dated as of May 17,
1996, among JSC, the Company, JSCE, Inc., the lenders listed therein, Bankers
Trust Company and Chemical Bank, as Senior Managing Agents (the "Credit
Agreement")), of the Company or any Subsidiary, including, without limitation,
the Credit Agreement, the Company's 9.75% Senior Notes due 2003, its 11.25%
Series A Senior Notes due 2004, and its 10.75% Series B Senior Notes due 2002
and any amendments, modifications, renewals, extensions or refinancings thereof
of the Company.
(n) "Fair Market Value" per share of Common
Stock, as of any particular
date, shall mean (1) the closing sales price per share of Common Stock on the
national securities exchange on which the Common
Stock is principally traded, for
the last preceding date on which there was a sale of such Common Stock on such
exchange, or (2) if the shares of Common Stock are then traded in an over-the-
counter market, the average of the closing bid and asked prices for the shares
of Common Stock in such over-the-counter market for the last preceding date on
which there was a sale of such Common Stock in such market, or (3) if the shares
of Common Stock are not then listed on a national securities exchange or traded
in an over-the-counter market, (A) for purposes of Sections 6(f), 6(g), and 11
hereof, the value determined by the Committee and (B) for purposes of Section
7(a)(4) hereof, (i) if the Fair Market Value of Common Stock has been determined
pursuant to the Stockholders Agreement in connection with the Asset Sale or
Merger resulting in the application of Section 7(a)(4),
the value of Common Stock
pursuant to such valuation, (ii) if clause (i) has not been complied with, the
value determined by the Board or (iii) if clause (i) has not been complied with
and the Board cannot agree upon Fair Market Value, the value of Common Stock
determined pursuant to the valuation procedures of the Stockholders Agreement.
(o) "JSC" shall mean Jefferson Smurfit Corporation, a
Delaware corporation.
(p) "Merger" shall mean the merger or consolidation of
JSC with or into another corporation.
(q) "Morgan Percentage" shall mean as of any
particular date the percentage
determined from the quotient of (i) the total number of shares of Common Equity
held as of the Effective Date, or Shares of Common Stock into which such Common
Equity was converted pursuant to the Reclassification, which have been
transferred by the MS Holders as of such date; divided by (ii) the total number
of shares of Common Equity or, Common Stock, as the case may be, outstanding as
of such date.
(r) "Morgan Threshold Date" shall mean the
earlier of (i) the date that the
MS Holders shall have collectively received $200,000,000 in cash or Value of
Other Property (as defined in the Stockholders Agreement), or a combination
thereof as a return of their investment in the Company, as a result of sales of
shares of Common Equity or shares of Common Stock into which such Common Equity
was converted pursuant to the Reclassification; or (ii) the date that the MS
Holders shall have transferred, in the aggregate, at least 30% of the Common
Equity owned by the MS Holders as of the Effective Date, including transfers of
the Common Stock into which such Common Equity was converted pursuant to the
Reclassification.
<PAGE>
(s) "MS Holders" shall have the meaning ascribed to such
term in the Stockholders Agreement.
(t) "MSLEF II Public Offering" shall mean the initial sale
of Common Stock by the MS Holders to the public pursuant to a registration
statement under the Securities Act filed with the Securities and Exchange
Commission.
(u) "MSLEF II" shall mean The Morgan Stanley Leveraged
Equity Fund II, L.P., a Delaware limited partnership.
(v) "MSLEF II Transfer Date" shall mean the
first to occur of (1) the date
MSLEF II transfers all of the Common Stock held by it pursuant to the
Stockholders Agreement, or (2) if MSLEF II distributes
its shares of Common Stock
to its partners pursuant to its dissolution, the date which such partners have
transferred pursuant to the Stockholders Agreement at least fifty percent (50%)
of the aggregate shares of the Common Stock distributed to them by MSLEF II.
(w) "Nonqualified Stock Option" shall mean an option not
qualified under the Internal Revenue Code of 1986, as amended.
(x) "Option" or "Options" shall mean a
grant to an Optionee of an option
or options to purchase shares of Common Stock. Options granted by the Committee
pursuant to the Plan shall constitute Nonqualified Stock Options.
(y) "Option Agreement" shall mean a written
agreement between JSC and the
Optionee evidencing the grant of an Option or Options in such form as the
Committee shall approve.
(z) "Option Price" shall mean the purchase price of each
share of Common Stock subject to an Option.
(aa) "Optionee" shall mean those persons who are granted
Options under the Plan and, where the context so requires, any successor to
the Optionee with respect to the Option.
(bb) "Plan" shall mean the Jefferson Smurfit Corporation
Amended and Restated 1992 Stock Option Plan, as amended effective as of
May 1, 1997, as it may be subsequently amended from time to time.
(cc) "Reclassification" shall mean the reclassification of
shares of Common Equity into shares of Common Stock which occurred on or
about May 11, 1994.
(dd) "Retirement" shall mean the termination
of employment of an Optionee
for any reason other than for Cause on or after the attainment of age sixty-five
(65) with three years of participation aggregating the years of participation in
the Plan and the Company's 1990 Long-Term Management Incentive Plan.
(ee) "Stockholders Agreement" means the Stockholders
Agreement, dated as of May 3, 1994 (and as subsequently amended) among Smurfit
International B.V., MSLEF II, JSC, and certain other parties identified therein.
(ff) "Subsidiary" shall mean any corporation of which 50%
or more of the voting stock is owned directly or indirectly by the Company.
<PAGE>
(gg) "Trigger Date" shall mean the first to
occur of (1) the MSLEF II
Transfer Date, (2) the eleventh anniversary of the date of grant of an Option,
(3) the MSLEF II Public Offering or (4) the discretionary acceleration of
exercisability of an Option by the Committee with the consent of the Board.
3. Administration.
Notwithstanding anything to the contrary contained in the Plan,
the Plan shall be administered by the Committee.
The Committee shall have the authority in its
discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan and
to exercise all the powers and authorities either specifically granted to it
under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Options; to determine the
Option Price; to determine, upon the recommendation of
management of the Company,
the persons to whom, and the time or times at which Options shall be granted and
the number of shares to be covered by each Option granted;
to interpret the Plan;
to prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the Option Agreements (which need not be
identical) entered into in connection with Options granted under the Plan; and
to make all other determinations deemed necessary or advisable for the
administration of the Plan; provided, however, the Committee may not adversely
affect any right of any Optionee without either (i) the consent of the Board or
(ii) the Optionee's written consent. The Committee may delegate to one or more
of its members or to one or more agents such administrative
duties as it may deem
advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. All
decisions, determinations and interpretations of the Committee
shall be final and binding on all Optionees.
The Board shall fill all vacancies, however caused,
in the Committee. The
Board may from time to time appoint additional members to the Committee, and may
at any time remove one or more Committee members and substitute others. The
Committee shall hold its meetings at such times and places as it shall deem
advisable. All determinations of the Committee shall be made by a majority of
its members either present in person or participating by conference telephone at
a meeting or by written consent. The Committee may appoint a chairman and a
secretary and make such rules and regulations for the conduct of its business as
it shall deem advisable, and shall keep minutes of its meetings.
No member of the Board or Committee shall be liable
for any action taken or
omitted or any determination made in good faith with respect to the Plan or any
award granted hereunder.
4. Eligibility.
Any Employee shall be eligible to be an Optionee.
5. Common Stock Subject to the Plan.
The maximum number of shares of Common Stock reserved for the grant of
Options shall be 13,049,306 subject to adjustment as provided in Section 7
hereof. Such shares may, in whole or in part, be authorized but unissued shares
or shares that shall have been or may be reacquired by JSC.
If any outstanding Option under the Plan should
for any reason expire, be
canceled or be terminated, without having been exercised in full, the shares of
Common Stock allocable to the unexercised, canceled or
terminated portion of such
Option shall (unless the Plan shall have been terminated) become available for
subsequent grants of Options under the Plan.
<PAGE>
6. Nonqualified Stock Options.
Options granted pursuant to the Plan
are intended to constitute Nonqualified
Stock Options. Each Option granted pursuant to the Plan shall be evidenced by
an Option Agreement, which Option Agreement shall be subject to and set
forth the following terms and conditions:
(a) Number of Shares. Each Option Agreement shall state the number of
shares of Common Stock to which the Option relates.
(b) Type of Option. Each Option Agreement shall specifically state
that the Option constitutes a Nonqualified Stock Option.
(c) Vesting. Options shall vest and become nonforfeitable
pursuant to the schedule set forth in each Option Agreement; provided,
however, that the Committee, with the consent of the Board, shall have
the authority to accelerate the vesting of any outstanding Option
at such time and under such circumstances as it, in its sole
discretion, deems appropriate. Except as
otherwise provided in an Option Agreement, upon an
Optionee's termination of
employment with the Company and all of its Subsidiaries
and affiliates for
any reason other than death, Disability or Retirement,
all outstanding and
nonvested Options awarded to such Optionee shall be forfeited. Upon an
Optionee's death, Disability or Retirement, each
outstanding and nonvested
Option shall become fully vested and nonforfeitable.
Vested Options are not
exercisable until the conditions set forth in Section 6(d) hereof are
satisfied.
(d) Exercisability. Upon the occurrence of the
Trigger Date as described
in Sections 2(gg)(1) and (2), all vested Options shall become fully
exercisable and all Options which vest subsequent
to either such Trigger
Date shall be exercisable upon vesting. Upon
the occurrence of the Trigger
Date described in Section 2(gg)(3) and prior to the
Morgan Threshold Date,
all then vested Options and all Options which vest subsequent to such
Trigger Date and prior to the Morgan
Threshold Date shall be exercisable (or
upon vesting shall become exercisable) in an amount (which may be
periodically determined) equal
to the product of (i) the number of shares of
Common Stock vested pursuant to the Option
plus the shares of Common Stock
previously vested and exercised pursuant to the Option, all as of the
relevant determination date multiplied
by (ii) the Morgan Percentage as of
the relevant determination date. Upon
the occurrence of the Trigger Date
described in Section 2(gg)(3) and after the Morgan Threshold Date, all
vested Options shall become fully
exercisable and all Options which vest
subsequent to such Trigger Date and
after the Morgan Threshold Date shall be
exercisable upon vesting, without regard
to the limitation set forth in the
immediately preceding sentence.
Notwithstanding anything to the contrary
otherwise contained in this Section 6(d), (i) ten percent (10%) of the
Options granted to each Optionee with
an effective date prior to 1993 became
exercisable on January 1, 1995, and
(ii) upon vesting, the Options of each
Optionee shall become exercisable in
an amount (which may be periodically
determined) equal to the percentage that the number of shares of Common
Stock sold or distributed to its partners by MSLEF II represents of its
aggregate ownership of shares of Common Stock on May 11, 1994, less any
number of Options that previously
became exercisable on January 1, 1995, as
set forth in clause (i) of this
sentence, or by reason of prior applications
of this clause (ii). The Committee,
with the consent of the Board, shall
have the authority to accelerate the exercisability of any outstanding
Option at such times and under such circumstances as it, in its sole
discretion, deems appropriate.
<PAGE>
(e) Term. Except as specifically provided in Section 6(h) hereof, an
Option shall expire upon the earlier
of (1) twelve (12) years from the date
of grant of such Option or such
earlier date as may be prescribed by the
Committee and set forth in the Option Agreement or (2) the Optionee's
termination of employment with the
Company and all of its Subsidiaries and affiliates.
(f) Option Price. Each Option
Agreement shall state the Option Price.
Effective Date Options shall
be granted at an Option Price of $100. The
Option Price for all other Options
shall be the Fair Market Value of the
Common Stock on the date the Option
is granted. The Option Price shall be
subject to adjustment as provided in Section 7 hereof.
(g) Method and Time of Payment. An
Option may be exercised, as to any or
all full shares of Common Stock as to which the Option has become
exercisable, by giving written
notice of such exercise to the Committee or
its designated agent; provided, however,
that an Option may not be exercised
at any time as to fewer than 100 shares (or such number of shares as to
which the Option is then exercisable
if such number of shares is less than
100). Each Option Agreement shall
require that the Option Price be paid in
full, at the time of exercise of an Option, in cash, by certified or
cashier's check or in shares of
Common Stock (whether previously owned by,
or issuable upon the exercise of
such Option to, the Optionee) having a Fair
Market Value equal to such Option
Price, or in a combination of cash and
Common Stock. In its discretion,
the Committee may permit an Optionee to
use a "cashless exercise" procedure
to provide for payment of the Option Price.
(h) Termination of Employment and/or Options.
(1) General. Except as otherwise
provided in this Section 6(h), each
Option granted hereunder may, unless
earlier terminated in accordance
with its terms, be exercised (to
the extent otherwise vested upon
termination of employment in
accordance with the provisions of Section
6(c) hereof) at any time within
ninety (90) days following the later to
occur of (A) termination of the
Optionee's employment with the Company
and all Subsidiaries and affiliates
of the Company for any reason other
than for Cause, death, Disability
or Retirement or (B) a Trigger Date;
provided, however, that if the
employment of an Optionee shall be
terminated for Cause, all Options
theretofore granted to such Optionee
shall, to the extent not theretofore
exercised, expire on the date of
such termination. The Committee
may in its discretion extend the time
periods set forth in this Section 6(h)
for exercise of an Option. If the
Committee determines in its sole
discretion that an Optionee has at any
time committed a common law fraud against JSC, the Company, any
Subsidiary or any affiliate of the
Company, all Options held by such
Optionee shall immediately terminate and
be of no further force or effect.
(2) Death, Disability, Early
Retirement or Retirement of Options. If an
Optionee shall die while employed
by the Company, a Subsidiary or an
affiliate of the Company, or if
an Optionee shall die within ninety (90)
days after the date of termination
of such Optionee's employment other
than as a result of his termination
for Cause, or if an Optionee's
employment shall terminate by
reason of Disability, Early Retirement or
Retirement, all Options theretofore
granted to such Optionee may, unless
earlier terminated in accordance
with their terms, be exercised (to the
extent otherwise vested upon
termination of employment in accordance with
provisions of Section 6(c)
hereof) by the Optionee or by the Optionee's
estate or by a person who acquired
the right to exercise such Options by
bequest or inheritance or
otherwise by reason of the death or Disability
of the Optionee, at any time
within five (5) years after the later to
occur of (A) the date of death,
Disability, Early Retirement or
Retirement of the Optionee or
(B) a Trigger Date. In the event that an
Option granted hereunder shall
be exercised by the legal representatives
of a deceased or former Optionee,
written notice of such exercise shall
be accompanied by a certified
copy of letters testamentary or equivalent
proof of the right of such legal
representative to exercise such Option.
If the Committee determines
in its sole discretion that an Optionee has
at any time committed a common law
fraud against JSC, the Company, any
Subsidiary or any affiliate of
the Company, all Options held by such
Optionee shall immediately terminate
and be of no further force or effect.
(i) Other Provisions. The Option Agreements evidencing Options
under the Plan shall contain such other terms and conditions, not
inconsistent with the Plan, as the Committee may determine.
7. Effect of Certain Changes.
(a) If, after the Effective Date, there is
any increase, reduction, change
or exchange of the shares of Common Stock for a different number or kind of
shares or other securities by reason of a reclassification, recapitalization,
reorganization, declaration of extraordinary dividend, spin-off, stock dividend,
stock split, combination or exchange of shares, repurchase of shares, or in the
event of an Asset Sale or Merger, or in the event of other similar transactions,
the Committee shall provide for at least one of the following, provided such act
does not cause an Event of Default:
(1) all outstanding Options shall be immediately and fully
exercisable as of the date immediately prior to the effective date of
any such transaction;
(2) the number of shares of Common
Stock available for Options, the
number of such shares covered by outstanding Options,
and the Option Price
per share of such Options, shall be proportionately adjusted by the
Committee to reflect any such increase,
reduction, change or exchange of the
shares of Common Stock of the Company,
provided that any such adjustment
shall preserve the value inherent in outstanding Options;
(3) each Option shall be
converted into an Option entitling the holder
thereof upon exercise (at its then Option Price)
to receive the kind and
amount of shares of stock and other securities, property, cash or any
combination thereof receivable by a holder
of the number of shares of Common
Stock which would be receivable by
such holder upon the exercise of such
Option immediately prior to the
effective date of such transaction; and/or
(4) each outstanding Option whether
or not then exercisable shall be
canceled in connection with such
transaction in exchange for a cash payment
in an amount per share subject to such
Option equal to the excess of (A) the
greater of (i) the highest Fair Market
Value of the shares of Common Stock
during the sixty-day period ending
on the date of such transaction or (ii)
the highest price paid per share of
Common Stock to holders of such shares
in any such transaction, over (B)
the Option Price of such Option; provided,
however, that this Section 7(a)(4) shall
be applicable only in the event of
an Asset Sale or Merger.
(b) As an alternative to the discretion
provided to the Committee in Section
7(a), in the event of the dissolution or liquidation of JSC, any corporate
separation or division, including, but not
by way of limitation, split-up, split-
off, spin-off or other similar transaction, or in the event of an Asset Sale or
Merger, the Committee may provide that any or all outstanding Options shall
become immediately and fully exercisable and that:
<PAGE>
(1) Optionees shall have the right
to exercise such Options; and/or
(2) each Option granted under the Plan
shall terminate as of the date to
be fixed by the Committee, and that
not less than thirty (30) days' written
notice of the date so fixed shall be
given to each Optionee, who shall have
the right, during the period of
thirty (30) days preceding such termination,
to exercise (to the extent
exercisable) with respect to such Option all or
any part of the shares of Common Stock covered thereby.
8. Period During Which Options May Be Granted.
Options may be granted pursuant to the Plan from time to time
within a period of twelve (12) years from the Effective Date.
9. Nontransferability of Options.
Options granted under the Plan
shall not be transferable otherwise than by
will or by the laws of descent and distribution, and Options may be exercised or
otherwise realized, during the lifetime of the Optionee, only by the Optionee or
by his guardian or legal representative.
10. Beneficiary
An Optionee may file with the Committee a written designation of a
beneficiary on such form as may be
prescribed by the Committee and may, from time
to time, amend or revoke such designation.
If no designated beneficiary survives
the Optionee, the executor or administrator of the Optionee's estate shall be
deemed to be the Optionee's beneficiary.
11. Agreement by Optionee Regarding Withholding Taxes.
If the Committee shall so require,
as a condition of exercise of an Option
or other realization of an award granted hereunder, each Optionee shall agree
that no later than the date of exercise or other realization of such award, the
Optionee will pay to JSC or make arrangement satisfactory to the Committee
regarding payment of any federal, state or local taxes of any kind required by
law to be withheld upon the exercise of an
Option. To the extent provided in the
applicable Option Agreement, such payment
may be made by the Optionee with shares
of Common Stock (whether previously owned by, or issuable upon the exercise of
such Option to, such Optionee) having a Fair Market Value equal to the amount of
such taxes. Alternatively, the Committee
may provide that an Optionee may elect,
to the extent permitted or required by
law, to have JSC deduct federal, state and
local taxes of any kind required by law to be withheld upon the exercise of an
Option or realization of any award from any payment of any kind due to the
Optionee. In the event an Optionee does not pay to JSC, or make arrangements
satisfactory to the Committee regarding the payment of, any such taxes, the
Committee shall be permitted to deduct any such taxes required to be withheld
upon the exercise of an Option or realization of any award from any payment of
any kind due to the Optionee.
12. Rights as a Stockholder.
An Optionee or a transferee of an Option shall have no rights as a
stockholder with respect to any shares
covered by the award until the date of the
issuance of a stock certificate to him for such shares. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distribution of other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
Section 7 hereof.
13. No Rights to Employment.
Nothing in the Plan or in any Option
granted or Option Agreement entered into
pursuant hereto shall confer upon any Optionee the right to continue in the
employ of the Company, any Subsidiary or any affiliate of the Company or to be
entitled to any remuneration or benefits
not set forth in the Plan or such Option
Agreement or to interfere with or limit in any way the right of the Company, any
Subsidiary or any affiliate of the Company to terminate such Optionee's
employment.
14. Plan Expenses and Payments.
The expenses (including administrative
expenses, but excluding payments to
Optionees) due under the Plan shall be equitably apportioned in such manner as
the Board deems appropriate among the Company and each Subsidiary or other
affiliate of the Company whose employees participate in the Plan. Each entity
set forth in the preceding sentence shall
be responsible for making any necessary
cash payments to Optionees employed by such entity and shall make such payments
directly to such Employees. This payment
obligation will be an obligation solely
of the entity employing the Optionee, and
not of any other entity whose Employees
participate in the Plan.
15. Event of Default.
Notwithstanding anything else contained in
this Plan, no payment shall be
made hereunder until the first date as of which no Event of Default exists and
no Event of Default or violation of applicable law would be caused by the making
of such payment.
16. Amendment and Termination of the Plan.
(a) The Plan may be amended at any time and
from time to time by the Board;
provided, however, that approval of such
amendment is given by such vote required
by JSC's Certificate of Incorporation or By-Laws and that no amendment shall
adversely affect any right of any Optionee
with respect to any Option theretofore
granted without such Optionee's written consent; and provided further, if and to
the extent stockholder approval is required as a matter of law or to secure an
exemption from otherwise applicable law, any amendment that would materially
increase the aggregate number of shares of Common Stock as to which awards may
be granted under the Plan, materially
increase the benefits accruing to Optionees
under the Plan, or materially modify the requirements as to eligibility for
participation in the Plan shall be subject to the approval of the holders of a
majority of the Common Stock, except that any such increase or modification that
may result from adjustments authorized by Section 7 hereof shall not require
such approval.
(b) The Board may in its discretion terminate this Plan at any time,
provided that approval of such termination is given, by such vote required by
JSC' Certificate of Incorporation or By-Laws. The Plan shall also terminate
upon a liquidation of JSC.
17. Governing Law.
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware without giving effect to
the conflict of laws principles thereof.
18. Effective Date and Duration of the Plan.
This Plan shall be effective as of the Effective Date and shall
terminate on the later of (a) the twelfth anniversary of the Effective Date
and (b) the expiration of all Options granted hereunder.
19. Restrictions on Public Sale.
In the event of any underwritten public offering of securities, the
Optionee agrees not to effect any public sale or distribution including any
sale pursuant to Rule 144 of any of the Company's common equity securities for
such period as the underwriters of such offering shall determine.
EXHIBIT 5.1
Jefferson Smurfit Corporation
8182 Maryland Avenue
St. Louis, MO 63105
July 24, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Jefferson Smurfit Corporation 1992
Stock Option Plan
Ladies and Gentlemen:
I am General Counsel of Jefferson Smurfit Corporation, a
Delaware corporation (the "Company"), and I have represented the
Company in connection with the Jefferson Smurfit Corporation 1992
Stock Option Plan, as amended (the "Plan") described in the
Registration Statement on Form S-8 of Jefferson Smurfit Corporation
(together with all exhibits thereto, the "Registration Statement"),
filed with the Securities and Exchange Commission on July 24, 1997
under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration of 5,000,000 shares of Common
Stock, par value $.01 per share, of the Company (the "Common
Stock").
This opinion is delivered in accordance with the requirements
of Item 601(b) (5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have examined (i) the
Registration Statement; (ii) the Restated Certificate of
Incorporation of the Company as currently in effect; (iii) the
Bylaws of the Company as currently in effect; (iv) resolutions of
the Board of Directors of the Company relating to the authorization
of the Plan and the filing of the Registration Statement; (v) a
specimen certificate representing the Common Stock; and (vi) such
other documents as I have deemed necessary or appropriate as a
basis for the opinions set forth below.
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me
as certified or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to the opinions
expressed herein which were not independently established or
verified, I have relied upon oral or written statements and
representations of officers and other representatives of the
Company, and others.
Based upon and subject to the foregoing, I am of the opinion
that the shares of Common Stock to be issued upon the exercise of
options pursuant to the terms of the Plan have been duly and
validly authorized and, when certificates representing the shares
have been duly executed and delivered pursuant to the terms of the
Plan, such shares will be duly and validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinions as an exhibit
to the Registration Statement.
Very truly yours,
/s/ M. E. Tierney
Michael E. Tierney
Vice President, General Counsel
and Secretary
Exhibit 23.1
Ernst & Young, LLP
Gateway One, Suite 1400
701 Market Street
St. Louis, MO 63101
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement (Form S-8 No. 33-_______) pertaining to the 1992 Stock
Option Plan at Jefferson Smurfit Corporation of our report dated
January 22, 1997, with respect to the consolidated financial
statements and schedule of Jefferson Smurfit Corporation included
in it's Annual Report (Form 10-K) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
July 22, 1997
