As filed with the Commission on March 2, 1998
Registration No. 333-________
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
incorporation or organization) Identification No.)
8182 Maryland Avenue
St. Louis, Missouri 63105
(Address of principal executive offices) (zip code)
Jefferson Smurfit Corporation (U.S.) Management Incentive 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
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration
to be registered registered per share(1) price(1) fee
(1)
Common Stock, 5,000,000 $14.8125 $74,062,500 $21,848.44
$.01 par value shares
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under
the Securities Act of 1933, as amended, solely for the purpose
of calculating the amount of the registration fee on the basis
of the average of the high and low sales prices for a share of
Common Stock on the Nasdaq National Market on February 24, 1998.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the following
documents and material heretofore filed by Jefferson Smurfit
Corporation ("Registrant") with the Securities and Exchange
Commission (the "Commission"):
(a) Annual Report on Form 10-K of Registrant for the
fiscal year ended December 31, 1997.
(b) The description of the Registrant's common stock,
par value $0.01 per share (the "Common Stock"),
contained in the Registrant's Report on Form 8-A
(File No. 0-23876), including any amendments or
reports filed for the purpose of updating such
description.
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, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the offering of the
shares of Common Stock registered hereby and the interests in the
employee benefit plan described herein have been passed upon by
Michael E. Tierney, Esq., Vice President, General Counsel and
Secretary of Jefferson Smurfit Corporation. Mr. Tierney owns, and
holds options to acquire, shares of Common Stock of Registrant.
Item 6. Indemnification of Directors and Officers.
The By-Laws of the Registrant provide the Registrant with the
authority to indemnify its directors, officers, employees and
agents to the full extent allowed by Delaware law. The Registrant
maintains an insurance policy which provides directors and officers
of the Registrant with coverage in connection with certain events.
See Item 9 for the Registrant's undertaking with respect to
indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Restated Certificate of Incorporation of the
Registrant, filed as Exhibit 3.1 to Registrant's Form S-1
(Registration No. 33-75520) and incorporated herein by
reference.
4.2 By-Laws of the Registrant, filed as Exhibit 3.2 to
Registrant's Form S-1 (Registration No. 33-75520) and
incorporated herein by reference.
5.1 Opinion of Michael E. Tierney, Esq. regarding the
legality of the securities being registered.
23.1 Consent of Michael E. Tierney, Esq. (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on the signature page
hereof).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement;
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act:
(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 in the
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question 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.
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 County of St. Louis, Missouri on the 12th day of February,
1998.
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
/s/ Michael W. J. Smurfit Chairman of the Board February 12, 1998
Michael W. J. Smurfit and Director
/s/ Richard W. Graham President, Chief Executive February 12, 1998
Richard W. Graham Officer and Director
(Principal Executive Officer)
/s/ Patrick J. Moore Vice President and Chief February 12, 1998
Patrick J. Moore Financial Officer
(Principal Accounting Officer)
/s/ Leigh J. Abramson Director February 12, 1998
Leigh J. Abramson
/s/ Alan E. Goldberg Director February 12, 1998
Alan E. Goldberg
/s/ Michael C. Hoffman Director February 12, 1998
Michael C. Hoffman
/s/ G. Thompson Hutton Director February 12, 1998
G. Thompson Hutton
/s/ Michael Janson Director February 12, 1998
Michael Janson
/s/ Howard E. Kilroy Director February 12, 1998
Howard E. Kilroy
/s/ Thomas A. Reynolds, III Director February 12, 1998
Thomas A. Reynolds, III
/s/ James E. Terrill Director February 12, 1998
James E. Terrill
EXHIBIT INDEX
Exhibit Number Description
4.1 Restated Certificate of Incorporation
(incorporated herein by reference)
4.2 By-Laws (incorporated herein by reference)
5.1 Opinion of Michael E. Tierney, Esq.
23.1 Consent of Michael E. Tierney, Esq.
(included in Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on the signature page
hereof)
Exhibit 5.1
March 2, 1998
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 (U.S.)
Management Incentive 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 (U.S.)
Management Incentive Plan, as amended (the "Plan") described in
the Registration Statement on Form S-8 of Jefferson Smurfit
Corporation (U.S.)(together with all exhibits thereto, the
"Registration Statement"), filed with the Securities and Exchange
Commission on March 2, 1998 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 opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Michael E. Tierney
Michael E. Tierney
Vice President, General Counsel and Secretary
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-_______) pertaining to the
Jefferson Smurfit Corporation (U.S.) Management Incentive Plan of
our report dated January 22, 1998, with respect to the
consolidated financial statements and schedule of Jefferson
Smurfit Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
St. Louis, Missouri
February 25, 1998
