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As filed with the Securities and Exchange Commission on April 26, 1996
Registration No. 333-02683
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
To
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE STANDARD REGISTER COMPANY
(Exact name of Registrant as specified in its Charter)
OHIO 31-0455440
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
THE STANDARD REGISTER COMPANY
600 ALBANY STREET
DAYTON, OHIO 45408
(513) 443-1000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
GARY P. KREIDER, ESQ.
KEATING, MUETHING & KLEKAMP
1800 PROVIDENT TOWER
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 579-6411
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practical after this amendment becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. / /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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PROSPECTUS 1,000,000 SHARES
THE STANDARD REGISTER COMPANY
600 ALBANY STREET
DAYTON, OHIO 45408
TELEPHONE: (513) 443-1000
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
COMMON STOCK
($1.00 PAR VALUE)
The Standard Register Company ("Company") is offering its Dividend
Reinvestment and Common Stock Purchase Plan ("Plan") to all shareholders of
record of its Common Stock ("Common Stock") and to all employees and board
members of the Company and its subsidiaries. The Plan provides the opportunity
to reinvest automatically regular cash dividends in shares of Common Stock and
to make additional purchases of Common Stock with amounts ranging from $25 to
$60,000 per year per participant.
This Prospectus relates to shares of Common Stock, par value of $1.00
per share, of the Company registered for purchase under the Plan.
This Prospectus may not be used by affiliates of the Company, as
defined in Rule 405 under the Securities Act of 1933 ("Securities Act"), for the
reoffer or resale of securities acquired pursuant hereto. Such persons may
reoffer or resell shares covered by this Prospectus only pursuant to Rule 144
under the Securities Act or other appropriate exemption or pursuant to an
effective registration statement and a separate prospectus prepared in
accordance with the requirements of an applicable registration statement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is April __, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities of the
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549, as well as the following Regional Offices: 7 World Trade Center, Suite
1300, New York, New York 10048; and Northwest Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661- 2511. Copies can be obtained by mail from the
Securities and Exchange Commission at prescribed rates. Requests should be
directed to the Commission's Public Reference Section at Room 1024, 450 5th
Street, N.W., Washington, D.C. 20549. Reports can also be inspected at the
office of the Nasdaq National Market System, on which the Common Stock is
traded, at 1735 K Street, N.W., Washington, D.C.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement') with the Commission under the Securities Act of 1933
(the "Securities Act"). This Prospectus does not contain all the information set
forth in the Registration Statement, certain portions of which are omitted in
accordance with the Rules and Regulations of the Commission. For further
information pertaining to the Company, reference is made to the Registration
Statement and the exhibits thereto, which may be inspected without charge at the
offices of the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K dated December 31,
1995; and
2. The description of the Common Stock as filed on the Company's
S-3 Registration Statement dated October 22, 1986 (Registration No. 33-8687).
All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934 prior to the termination of this offering shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of such
filing. Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for the purposes hereof to the extent that a statement contained
herein or any other subsequently filed document which also is, or is deemed to
be, incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part hereof, except as so modified or superseded.
Any person to whom a copy of this Prospectus is delivered, including
any beneficial owner, may obtain without charge, upon written or oral request, a
copy of any of the documents incorporated by reference herein (not including
exhibits to the documents incorporated by reference unless such exhibits are
specifically incorporated by reference into the documents this Prospectus
incorporates by reference). Requests should be made to the Corporate Secretary
at the Company's principal executive offices at 600 Albany Street, Dayton, Ohio
45408.
THE COMPANY
The Standard Register Company began operations in 1912 in Dayton, Ohio.
Throughout its history, its primary business has been the design, manufacture,
and sale of business forms. However, to meet the needs of today's business
environment, the Company provides a wide range of products and services that
facilitate the recording, storage and communication of business transactions and
information. The Company believes that it is second largest in the highly
competitive U.S. forms industry, which includes approximately 500 companies. Key
differentiating factors within the industry include quality, level of service,
and price.
The variety of forms currently produced and sold is extensive, ranging
from commodity type stock continuous forms to complex custom forms designed to
meet the specific needs of individual customers. The Company emphasizes high
value-added business forms that satisfy the customer's desire to simplify
paperwork and thus improve efficiency. Standard Register also manufactures,
sells, and services a variety of financial, bar coding and document processing
equipment. Other printed products and services include personalized mail
promotional materials and pressure sensitive labels.
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The Company's products, including business forms, other printed
products and equipment, are marketed by direct selling and service organizations
operating from offices located in principal cities throughout the United States.
Forms are produced at thirty-seven plants located throughout the United States
and are shipped directly to the customer or stored in warehouses for subsequent
on-demand delivery.
The Company's principal executive offices are located at 600 Albany
Street, Dayton, Ohio 45408, telephone (513) 443-1000.
This Prospectus relates to Common Stock offered by the Company pursuant
to the Plan. The shares of Common Stock which will be used pursuant to the terms
of the Plan may be authorized and unissued, treasury shares or shares purchased
in the open market.
DESCRIPTION OF THE PLAN
The Company's Dividend Reinvestment and Common Stock Purchase Plan was
approved by the Company's Board of Directors on July 20, 1995. The terms and
conditions of the Plan are set forth in the following questions.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide record owners of Common Stock and
all employees and board members of the Company and its subsidiaries
with a simple and convenient way of investing regular cash dividends
and additional payments in shares of Common Stock at a price equal to
the average market price, all without payment of any brokerage
commissions or service charges.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan can:
(a) Reinvest automatically all or part of their regular cash
dividends in shares of Common Stock.
(b) Invest payments from $25 to $60,000 per year per participant
in Common Stock.
(c) Avoid charges for brokerage commissions or fees on all
purchases through the Plan.
(d) Invest the full amount of all regular cash dividends and
optional investments since a fractional share is allowed to be
held under the Plan.
(e) Avoid cumbersome safekeeping requirements through the free
custodial service of the Plan.
(f) Avoid the inconvenience and expense of recordkeeping through
free reporting provisions of the Plan.
ADMINISTRATION
3. WHO IS THE AGENT FOR THE PLAN?
Wachovia Bank of North Carolina, N.A., is the Agent. In this capacity,
it administers the Plan for participants, keeps records, sends
statements of account to participants and performs other duties
relating to the Plan. Shares purchased through the Plan will be
registered in the name of the Agent or its nominee as agent for
participants in the Plan.
The Agent's mailing address is as follows:
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Wachovia Bank of North Carolina, N.A.
Dividend Reinvestment Section
Corporate Trust Department
P.O. Box 3001
Winston-Salem, NC 27102
The Agent may at any time resign by giving 90 days written notice to
the Company or be removed by the Company upon 90 days written notice by
the Company to the Agent. If a vacancy occurs in the office of Agent,
the Company shall appoint a successor Agent. Questions regarding the
Plan can be directed to either the Corporate Secretary of the Company
(513) 443-1506 or the Agent 1-800-633-4236.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All record owners of Common Stock are eligible to participate in the
Plan. In addition, all employees and board members of the Company and
its subsidiaries are eligible to participate whether or not the
employee or board member is currently a shareholder.
Beneficial owners whose shares are registered in names other than their
own (for example, in the name of a broker, bank or other nominee) must
become owners of record by having the number of shares they wish to
have in the Plan transferred into their names. Or, they can make
arrangements with the nominees or other holders of record to
participate in the Plan or behalf of such beneficial owners.
Shareholders may participate with respect to all or less than all of
their shares.
5. HOW DOES A SHAREHOLDER BECOME A PARTICIPANT?
An eligible shareholder can join the Plan by completing a Shareholder
Authorization Card and returning it to the Agent at the address
provided in Question 3. Authorization Cards can be obtained at any time
by contacting the Corporate Secretary of the Company or the Agent.
Brokers, banks and other nominees who wish to participate in the Plan
on behalf of their clients may request special participation
arrangements by calling or writing the Agent. Subject to the consent
and agreement of the Agent, such arrangements may involve acceptance of
written or telephone investment instructions after the record date for
a particular cash dividend, separate investment instructions for each
cash dividend and other variations.
6. HOW DOES AN EMPLOYEE BECOME A PARTICIPANT?
All employees, whether or not they currently own shares, can elect to
participate in the Plan through payroll deductions by completing an
Employee Enrollment Form and returning it to the Employee Benefits
Department in Dayton, Ohio. The Enrollment Form may be obtained from
Employee Benefits. In addition, employees who are or become record
shareholders of the Company can also reinvest dividends on these shares
through the Plan by completing a Shareholder Authorization Card and
returning it to the Agent.
7. HOW DOES A BOARD MEMBER BECOME A PARTICIPANT?
All board members, whether or not they currently own shares, can elect
to participate in the Plan with investment of directors' fees
(including regular and special meeting fees and retainer fees) by
completing a Board Member Enrollment Form and returning it to the
Corporate Secretary. The Enrollment Form may be obtained from the
Corporate Secretary. In addition, board members who are or become
record shareholders of the Company can also reinvest dividends on these
shares through the Plan by completing a Shareholder Authorization Card
and returning it to the Agent.
8. WHAT PARTICIPATION OPTIONS ARE AVAILABLE?
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All shares of Common Stock purchased through the Plan, whether by
reinvested dividends, optional investments, payroll deductions or
directors' fees, will be held for participants in the Plan and the
dividends on these shares will be reinvested automatically.
SHAREHOLDER OPTIONS
By marking the appropriate box on the Shareholder Authorization Card, a
shareholder of record may choose among the following investment
options:
(a) To reinvest automatically cash dividends on all or
less than all shares of the Common Stock of which you
are the owner of record.
(b) To reinvest automatically cash dividends on all
shares of Common Stock of which you are the owner of
record and also make optional investments in amounts
ranging from $25 minimum to a cumulative $60,000
maximum per year per participant.
(c) To reinvest automatically cash dividends on less than
all of the shares registered in your name (a
specified number of whole shares) and continue to
receive cash dividends on the remaining shares and
also make optional investments in amounts ranging
from a $25 minimum to a cumulative $60,000 maximum
per year per participant.
(d) To invest by making only optional investments in
amounts ranging from a $25 minimum to a cumulative
$60,000 maximum per year per participant.
EMPLOYEE OPTIONS
By completing an Employee Enrollment Form, an employee may authorize
purchases of shares through regular monthly payroll deductions which
range from a $25 minimum to a $60,000 maximum per year. Participating
employees may also make optional investments in addition to their
purchases by payroll deductions. However, the minimum of payroll
deductions and optional investments must be $25 each, and the total of
payroll deductions and optional investments may not exceed $60,000 per
year per employee.
Employees who are also record shareholders may choose among the
following investment options:
(e) To reinvest dividends on some or all of their shares
and/or make optional investments (Shareholder
Authorization Card required).
(f) To purchase shares through payroll deductions and
additional optional investments (Employee Enrollment
Form required).
(g) To purchase shares with both reinvested dividends on
shares registered in their name only and payroll
deductions, as well as having the opportunity to make
additional investments (both the Shareholder
Authorization Card and the Employee Enrollment Form
required).
BOARD MEMBER OPTIONS
By completing a Board Member Enrollment Form, a board member may
authorize purchases of shares with director's fees in amounts which
range from a $25 minimum to a $60,000 maximum per year. Participating
board members may also make optional investments in addition to their
purchases with director's fees. However, the minimum investment of
director's fees and optional investments must be $25 each, and the
total of director's fees and optional investments may not exceed
$60,000 per year per board member.
Board members who are also record shareholders may choose among the
following investment options:
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(h) To reinvest dividends on some or all of their shares
and/or make optional investments (Shareholder
Authorization Card required).
(i) To purchase shares with director's fees and
additional optional investments (Board Member
Enrollment Form required).
(j) To purchase shares with both reinvested dividends on
shares registered in their name and director's fees,
as well as having the opportunity to make additional
investments (both the Shareholder Authorization Card
and the Board Member Enrollment Form required).
9. WHEN DO INVESTMENTS BEGIN THROUGH THE PLAN?
SHAREHOLDER INVESTMENTS
If a Shareholder Authorization Card specifying reinvestment of cash
dividends is received by the Agent at least five business days before
the record date of a cash dividend payment, reinvestment will commence
with the following dividend payment. If the Authorization Card is
received after that date, the reinvestment of cash dividends through
the Plan will begin with the regular cash dividend payment following
the next record date.
Regular cash dividend payment dates usually are the first Friday of
March, June, September and December. The record date for determining
shareholders who receive regular cash dividends usually precedes the
regular cash dividend payment date by about two weeks.
Optional investments will be invested as specified in Question 11.
EMPLOYEE INVESTMENTS
For employees to participate through payroll deductions, a completed
Employee Enrollment Form must be received by the Employee Benefit
Department in Dayton, Ohio by the 15th day of the month in order for
payroll deductions to begin in that month. Payroll deductions will
begin as soon as practical after the enrollment form is received.
Deductions for employees will be commingled and sent to the Agent on a
monthly basis to be invested in Common Stock on the next Investment
Date (see Question 15).
Amounts deducted from payroll will be held in a noninterest-bearing
account until the following Investment Date. You can obtain the return
of any payroll deduction by written request received by the Agent at
least 48 hours before it is to be invested.
BOARD MEMBER INVESTMENTS
For board members to participate through investment of director's fees,
a completed Board Member Enrollment Form must be received by the
Corporate Secretary by the 15th day of each month. Investments will
begin the following month on the first Investment Date (see Question
15) after a director fee payment.
10. HOW CAN THE METHOD OF PARTICIPATION BE CHANGED AFTER ENROLLMENT?
SHAREHOLDER PARTICIPATION
At any time, a record shareholder can change the investment option by
completing a new Shareholder Authorization Card and returning it to the
Agent. If you elect to participate through the reinvestment of cash
dividends on all shares registered in your name but later decide to
reduce the number of shares on which cash dividends are being
reinvested or to participate through the optional investment feature
only, a Shareholder Authorization Card indicating a change of options
must be received by the Agent five business days prior to a particular
regular cash dividend record date in order to stop any reinvestment of
cash dividends paid on the following dividend payment date.
Shareholder Authorization Cards may be obtained by contacting the
Corporate Secretary or the Agent.
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EMPLOYEE PARTICIPATION
Employees wishing to change the amount of their payroll deduction must
submit a written notice to the Payroll Department, Dayton, Ohio by the
15th day of the month.
BOARD MEMBER PARTICIPATION
Board members wishing to change the director's fee amount being
invested must submit a new Board Member Enrollment Form to the
Corporate Secretary by the 15th day of any month to be effective the
following month.
Enrollment Forms may be obtained by contacting the Corporate Secretary.
OPTIONAL INVESTMENTS
11. WHEN AND HOW CAN OPTIONAL CASH INVESTMENTS BE MADE?
Optional investments must be received from a participant by the first
day of each month (see Question 15). Those payments will be applied to
the purchase of shares for the account of the participant on that
Investment Date.
No interest will be paid on optional payments pending investment.
Optional investments received by the Agent after the first day of the
month will be held until the following month Investment Date. The
Company recommends that optional investments be sent so as to be
received shortly before the first day of the month. You may obtain the
return of any optional investments by written request received by the
Agent at least 48 hours before it is to be invested.
An initial optional investment can be made when you join the Plan. A
check or money order should be made payable to Wachovia Bank of North
Carolina, N.A., and returned along with the Shareholder Authorization
Card, Employee Enrollment Form or Board Member Enrollment Form.
Thereafter, optional investments may be made through the use of cash
payment forms sent to you as part of your account statement.
You can also authorize the Agent to automatically draft your checking
account for monthly optional investments. Draft Authorization Cards can
be obtained by request to the Corporate Secretary or the Agent.
12. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL INVESTMENTS?
Optional investments can be made by check or money order, or by
automatic bank draft. Any optional investments you wish to make must be
not less than $25 per year nor more than $60,000 per year.
Optional investments made by check or money order need not be in the
same amount of money each time. However, should you elect to make
optional payments through automatic bank draft, the draft must be in
the same amount each month and will continue until you notify the Agent
in writing that you wish to change the amount to terminate the
automatic bank draft.
SHAREHOLDER LIMITATIONS
Shareholders who purchase shares through automatic bank draft cannot
make an additional optional investment by check or money order in an
amount which, when combined with the automatic bank draft, would exceed
the $60,000 per year limit.
EMPLOYEE LIMITATIONS
Employees who purchase shares through payroll deduction cannot make an
additional optional investment in an amount which, when combined with
the amount of their monthly payroll deduction, would exceed the $60,000
per year limit.
BOARD MEMBER LIMITATIONS
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Board members who purchase shares through investment of director's fees
cannot make optional investments in an amount which, when combined with
the director's fees invested in the Plan, would exceed the $60,000 per
year limit.
COSTS
13. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES OR
SALES THROUGH THE PLAN?
You will incur no brokerage commissions or fees for purchases made
through the Plan. All administrative costs of the Plan will be paid by
the Company. If you request that the Agent arrange a sale of shares
held by the Plan for you, a brokerage commission will be deducted from
the proceeds of the sale by the independent broker-dealer selected by
the Agent (see Questions 16 and 17).
PURCHASES
14. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT,
AND WHAT IS THE SOURCE OF SHARES PURCHASED THROUGH THE PLAN?
The number of shares purchased for your account, including a fractional
share computed to four decimal places, will be equal to the total
amount invested by you (the amount of regular cash dividends reinvested
and any optional investments, payroll deductions or director's fees),
divided by the purchase price per share (see Question 16).
Shares purchased through the Plan will be, at the Company's option,
newly issued shares, treasury shares or shares purchased on the open
market.
15. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED THROUGH THE PLAN?
The Investment Dates are the regular cash dividend payment dates in
March, June, September and December, which are usually the first Friday
of these months, and the fifth day of all other months. On dividend
payment dates your dividends and optional investments will be
co-mingled for the purchase of shares.
Purchases of shares with optional investments, payroll deductions and
director's fees will be made monthly on each Investment Date. Purchases
of shares with reinvested dividends will be made only on the Investment
Dates in March, June, September and December.
You will become the owner of the shares purchased for you through the
Plan on the Investment Date. However, for federal income tax purposes,
the holding period will commence on the following day.
16. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED THROUGH THE
PLAN?
Shares purchased under the Plan directly from the Company will be the
last price reported on the Nasdaq National Market as quoted in The Wall
Street Journal on the most recent day of trading prior to such
purchase. If Company shares become listed on a major stock exchange,
the price will be the average of the high and low sales prices of the
Common Stock. These prices will be determined on the investment date as
subsequently reported in The Wall Street Journal.
Purchases of shares in the market will be made at prices which prevail
in the market on which the Company's Common Stock is traded on the
purchase date. The price at which the Agent shall be deemed to have
acquired shares for the Participants' accounts, in the aggregate, shall
be the weighted average price of shares so purchased, as a result of
any single dividend payment by the Company, together with any voluntary
investments (see Question 11) being currently applied to such
purchases.
SALE OF PLAN SHARES
17. HOW CAN SHARES OF COMMON STOCK BE SOLD?
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You can sell all or part of your shares of Common Stock held by the
Plan in either of two ways. First, you may request certificates for
your full shares and arrange for the sale of these shares through a
broker-dealer of your choice (see Question 21). Alternatively, you can
request that the Agent sell for you some or all of your shares held by
the Plan. The Agent will sell shares for you through broker-dealers
selected by the Agent in its sole discretion. All broker-dealers used
by the Agent for these sales will be independent of, and not affiliated
with, the Agent. If you request that the Agent arrange for the sale of
your shares, you will be charged a commission by the broker-dealer
selected by the Agent which will be deducted from the cash proceeds
paid to you. The amount of the commission will vary depending on the
broker-dealer selected and other factors. Shares being sold for you may
be aggregated with those of other Plan participants who have requested
sales. In that case, you will receive proceeds based on the average
sales price of all shares sold, less your pro rata share of brokerage
commissions and any applicable taxes.
18. WHEN WILL SHARES OF COMMON STOCK BE SOLD?
Requests to sell shares received by the Agent by Thursday noon will
result in the sale of such shares on that Friday or shortly thereafter.
Requests to sell shares received after Thursday noon will be held until
Friday of the following week. Payment will be made by check and mailed
to the participant's record address as soon as practicable after the
sale.
DIVIDENDS
19. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
PLAN ACCOUNTS?
The Agent will receive the regular dividends (less the amount of tax
withheld, if any) for all Plan shares held on the regular dividend
record date and credit them to participants' accounts on the basis of
full shares and any fractional share held.
These dividends received will be reinvested automatically in additional
shares of Common Stock as a dividend reinvestment. Participants who
wish to receive dividends in cash on shares purchased through the Plan
must request certificates for those full shares so that they will be
registered in their own name (see Question 21).
REPORTS TO PARTICIPANTS
20. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practicable after each transaction, you will receive a
statement showing account information, including amounts invested,
purchase and sale prices, and shares purchased and sold. This statement
will provide a cost record of purchases under the Plan and should be
retained for tax purposes. In addition, you will receive the same
material sent to every other holder of Common Stock, including the
Company's annual and quarterly reports to shareholders, proxy
statements and information for income tax reporting.
CERTIFICATES
21. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED
THROUGH THE PLAN?
Certificates for shares of Common Stock purchased through the Plan will
not be issued unless you request them. All shares credited to your Plan
account will be issued to the Agent or its nominee as your agent. The
number of shares credited to your account will be shown on your account
statement. This convenience protects against loss, theft or destruction
of stock certificates and reduces the costs to be borne by the Company.
A certificate for any number of whole shares credited to your Plan
account will be issued upon written request, and the shares represented
by that certificate will be withdrawn from your account. Your written
request should be mailed to the Agent.
Certificates for a fractional share will not be issued under any
circumstances.
Shares credited to your account may not be assigned or pledged. If you
wish to assign or pledge the whole shares credited to your account, you
must request that certificates for those shares be issued to you.
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Plan accounts are maintained in the name in which shareholder of record
certificates are registered at the time you joined the Plan or the
employee or board member name as entered on the respective enrollment
forms. Consequently, certificates for shares will be registered in the
same manner when issued to you.
TERMINATION OF PARTICIPATION
22. HOW CAN A SHAREHOLDER TERMINATE PARTICIPATION IN THE PLAN?
A shareholder can terminate participation in the Plan at any time by
notifying the Agent in writing.
If your notice of termination is received on or after the 5th business
day prior to the regular cash dividend record date (normally preceding
the regular cash dividend payment date by about two weeks) for the next
regular cash dividend, that cash dividend will be reinvested for your
account. Your account will then be terminated and all subsequent cash
dividends on those shares will be paid to you.
When electing to terminate participation in the Plan, any optional
investment received before the Agent receives your notice of
termination will be invested for your account unless you specifically
request return of the payment prior to 48 hours before the next
Investment Date.
Additionally, when you terminate participation in the Plan or if the
Company terminates the Plan, you may direct the Agent to sell all full
and fractional shares in your account or receive a certificate for all
full shares and cash for any fractional share. If written notification
is not received by the Agent upon termination of the Plan, certificates
for whole shares credited to your account under the Plan will be issued
to you and a cash payment will be made to you for any fractional share.
23. WHAT HAPPENS IF AN EMPLOYEE TERMINATES EMPLOYMENT WITH THE COMPANY OR
ONE OF ITS SUBSIDIARIES?
Termination of employment does not automatically terminate
participation in the Plan. Dividends on shares held in the Plan for an
employee who leaves the Company or one of its subsidiaries will
continue to be reinvested until the former employee terminates
participation in the Plan. Of course, investment through payroll
deductions is no longer possible once the employee terminates
employment. Investing can continue in the Plan with optional
investments.
24. WHAT HAPPENS IF A BOARD MEMBER TERMINATES SERVICE WITH THE COMPANY OR
ONE OF ITS SUBSIDIARIES?
Termination of service does not automatically terminate participation
in the Plan. Dividends on shares held in the Plan for a board member
who terminates service with the Company or one of its subsidiaries will
continue to be reinvested until the former board member terminates
participation in the Plan. Of course, investment through director's
fees is no longer possible once the board member terminates service.
Investing can continue in the Plan with optional investments.
25. WHAT HAPPENS IF A PARTICIPANT IN THE PLAN DIES OR BECOMES LEGALLY
INCOMPETENT?
Upon receipt by the Agent of notice of death or adjudicated
incompetency of a participant, no further purchases of shares of Common
Stock will be made for the account of such participant. The shares and
cash held by the Plan for the participant will be delivered to the
appropriate person upon receipt of evidence satisfactory to the Agent
of the appointment of a legal representative and instructions from the
representative regarding delivery.
TAX INFORMATION
26. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE
PLAN?
Under Internal Revenue Service rulings issued in connection with
similar plans, additional shares of Common Stock acquired for you
through the Plan with reinvested cash dividends will be treated for
federal income tax purposes as having been received by you in the form
of a taxable stock distribution. As a result, an amount equal to the
fair market value on the dividend payment date of the
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<PAGE> 12
shares acquired with reinvested cash dividends on that date will be
treated as a dividend paid to you. This fair market value will be based
on the average of the high and low market prices for the shares on the
dividend payment date.
For each year, account statements will show the fair market value of
the Common Stock purchased with reinvested cash dividends. The Form
1099 mailed to you after year-end will show your total dividend income,
including all dividends paid in cash and the fair market value on the
purchase date of shares acquired with reinvested cash dividends.
The tax basis of shares acquired through the Plan by reinvestment of
cash dividends will be equal to the fair market value of these shares
on the dividend payment dates as of which the shares were purchased for
your account. The tax basis of shares purchased with an optional
investment or payroll deduction will be the amount of such payment or
deduction. The holding period of shares of Common Stock acquired
through the Plan, whether purchased with reinvested dividends, optional
investments or payroll deductions, will begin on the day following the
date as of which the shares were purchased for your account.
You will not realize any taxable income when you receive certificates
for whole shares credited to your account, either upon your written
request for such certificates or upon withdrawal from or termination of
the Plan. However, you will recognize taxable gain or loss (which, for
most participants, will be capital gain or loss) when whole shares
acquired under the Plan are sold or exchanged for you and when you
receive a cash payment for a fractional share credited to your account.
The amount of such gain or loss will be the difference between the
amount which you receive for your shares or fractional share (net of
brokerage commissions) and the tax basis thereof.
In the case of foreign participants who elect to have their cash
dividends reinvested and whose dividends are subject to United States
income tax withholding, an amount equal to the cash dividends payable
to such participants less the amount of tax required to be withheld,
will be applied to the purchase of shares of Common Stock through the
Plan. Foreign shareholder participants are urged to consult their legal
advisers with respect to any local exchange control, tax or other law
or regulation which may affect their participation in the Plan. The
Company and the Agent assume no responsibility regarding such laws or
regulations and will not be liable for any act or omission in respect
thereof.
The foregoing is only an outline of the Company's understanding of some
of the applicable federal income tax provisions. For specific
information as to the tax consequences of participation in the Plan,
including any future changes in applicable law or interpretations
thereof, you should consult your own tax advisers.
OTHER INFORMATION
27. WHAT HAPPENS IF A PARTICIPANT SELLS A PORTION OF THE SHARES OF COMMON
STOCK REGISTERED IN THE PARTICIPANT'S NAME?
If you have authorized the reinvestment of cash dividends on all shares
registered in your name and then dispose of a portion of those shares,
the cash dividends on the remaining shares will continue to be
reinvested.
When your authorization specifies reinvestment of cash dividends on
part of the shares registered in your name and then you dispose of a
portion of those registered shares, the cash dividends on the lesser of
(i) the number of shares with respect to which reinvestment of cash
dividends was originally authorized or (ii) all of the shares which
remain in your name, will continue to be reinvested.
28. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS OR HER NAME OR STOPS ALL PURCHASES?
If you dispose of all shares registered in your name with respect to
which you participate in the Plan or stop purchases through payroll
deductions, investment of directors' fees and optional investments, the
cash dividends on the shares credited to your Plan account which remain
in the Plan will continue to be reinvested.
29. IF THE COMPANY HAS A RIGHTS OFFERING, HOW WILL RIGHTS ON THE PLAN
SHARES BE HANDLED?
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<PAGE> 13
If the Company makes available to holders of Common Stock rights or
warrants to purchase additional shares of Common Stock or other
securities, such rights or warrants will be made available to
participants based on the number of shares (including any fractional
interest to the extent practicable) held in their Plan account on the
record date established for determining the holders of Common Stock
entitled to such rights or warrants.
30. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividends or split shares distributed by the Company on
shares of Common Stock held for your Plan account will be credited to
your account in the Plan.
If you are participating in the Plan with all of your shares, a stock
dividend or split shares distribution will increase automatically by
that amount the number of shares held in your name on which cash
dividends are being reinvested.
If you are participating in the Plan with less than all of your shares,
a stock dividend or split shares distribution will not change
automatically the number of shares on which cash dividends are being
reinvested. To change the number of shares on which cash dividends are
being reinvested, a new Authorization Card must be completed and
returned to the Agent.
31. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
You will receive a proxy indicating the total number of shares of your
Common Stock, including shares of Common Stock registered in your name
and shares of Common Stock credited to your Plan account.
If your proxy is returned properly signed and marked for voting, all
the shares covered by the proxy, including those registered in your
name and those held for you by the Plan, will be voted as marked.
If your proxy is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with
respect to any item thereon, all of your shares, including those
registered in your name and those held for you by the Plan, will be
voted in accordance with the recommendations of the Board of Directors
of the Company. If the proxy is not returned, or if it is returned
unexecuted or improperly executed, your shares will be voted only if
you vote in person.
32. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE AGENT FOR THE PLAN?
The Agent has no responsibility with respect to the preparation and
contents of this Prospectus. Neither the Company nor the Agent, in
administering the Plan, will be liable for any act done in good faith,
or for any good faith omission to act, including, without limitation,
any claims of liability arising out of (i) failure to terminate a
participant's account upon the participant's death prior to the receipt
of notice in writing of the death, (ii) the prices and times at which
shares of Common Stock are purchased or sold for the participant's
account or (iii) fluctuations in the market value of the Common Stock.
Neither the Company nor the Agent can assure any participant of a
profit or protect any participation against a loss on the shares
purchased or sold by him or her through the Plan.
The Plan is neither subject to the provisions of the Employee
Retirement Income Security Act of 1974 nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended.
33. WHO REGULATES AND INTERPRETS THE PLAN?
The Company reserves the right to interpret and regulate the Plan as it
deems necessary or desirable.
34. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Plan was established by the Company in March 1996, pursuant to a
resolution of its Board of Directors dated July 20, 1995. The Company
reserves the right to suspend, modify or terminate the Plan at any
time. Notice of any suspension, modification or termination will be
mailed to all participants in the Plan.
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<PAGE> 14
USE OF PROCEEDS
The Company cannot calculate the number of shares of Common Stock that
it will ultimately sell under the Plan or the prices at which those shares will
be sold. When shares are purchased pursuant to the Plan directly from the
Company, proceeds from such sales will be used for general corporate purposes.
EXPERTS
The consolidated financial statements of The Standard Register Company
and Subsidiaries for the three years ended January 1, 1995, incorporated by
reference in this Prospectus and in the Registration Statement have been audited
by Battelle & Battelle PLL. The financial statements referred to above have been
incorporated in this Prospectus and in the Registration Statement in reliance
upon such reports given upon the authority of such firm as an expert in
accounting and auditing.
LEGAL OPINIONS
The validity of the shares of Common Stock of the Company offered
hereby has been passed upon for the Company by Keating Muething & Klekamp,
Cincinnati, Ohio.
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<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of expenses in connection with
the issuance and distribution of the securities to be registered, all of which
will be borne by the Registrant:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee $ 7,526
Blue Sky fees 1,000
Printing expenses 5,000
Legal fees and expenses 5,000
Accounting fees 2,000
-------
TOTAL $20,526
</TABLE>
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio General Corporation Law allows
indemnification by the Registrant to any person made or threatened to be made a
party to any proceedings, other than a proceeding by or in the right of the
Registrant, by reason of the fact that the person is or was a director, officer,
employee or agent of the Registrant, against expenses, including judgments and
fines, if the person acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the Registrant and, with respect
to criminal actions, in which the person had no reasonable cause to believe that
the person's conduct was unlawful. Similar provisions apply to actions brought
by or in the right of the Registrant, except that, unless otherwise determined
by the court, no indemnification shall be made in such cases when the person
shall have been adjudged to be liable for negligence or misconduct to the
Registrant. The right to indemnification is mandatory in the case of a director
or officer who is successful on the merits or otherwise in defense of any
action, suit or proceeding or any claim or issue, or who is successful on the
merits or otherwise in defense of any action, suit or proceeding or any claim,
issue or matter therein. Permissive indemnification is to be made by a court of
competent jurisdiction, the majority vote of a quorum of disinterested
directors, the written opinion of independent counsel or by the shareholders.
The Registrant's Code of Regulations provides that the Registrant shall
indemnify such persons to the fullest extent permitted by law.
The Registrant maintains director and officer liability insurance which
provides coverage against certain liabilities.
ITEM 16. EXHIBITS.
The following exhibits were previously filed with Registration
Statement No. 333-02683, which was filed with the Securities and Exchange
Commission on April 17, 1996:
3 Amended Articles of Incorporation
5 Opinion of Keating, Muething & Klekamp
23.1 Consent of Keating, Muething & Klekamp (included in Exhibit 5)
23.2 Consent of Battelle & Battelle PLL
24 Powers of Attorney (contained on the signature page of the
Original Registration Statement)
99.1 Form of Authorization Cards for enrollment of Participants
in The Standard Register Company Dividend Reinvestment Plan
II-1
<PAGE> 16
ITEM 17. 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 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 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.
(b) 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 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 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.
II-2
<PAGE> 17
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 Amendment
No. 1 to Registration Statement No. 333-02683 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on
April 26, 1996.
THE STANDARD REGISTER COMPANY
BY:/s/Peter S. Redding
----------------------------
Peter S. Redding
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement No. 333-02683 has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Peter S. Redding President, Chief Executive Officer and April 26, 1996
- ------------------------------------------ Director (Principal Executive Officer)
Peter S. Redding
* Senior Vice President - Administration, April 26, 1996
- ------------------------------------------ Treasurer and Chief Financial Officer
Craig J. Brown (Principal Financial Officer and Principal
Accounting Officer)
* Chairman of the Board of Directors April 26, 1996
- ------------------------------------------
Paul H. Granzow
* Director April 26, 1996
- ------------------------------------------
R. W. Begley, Jr.
* Director April 26, 1996
- ------------------------------------------
R. R. Burchenal
</TABLE>
II-3
<PAGE> 18
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director April 26, 1996
- ------------------------------------------
F. D. Clarke III
* Director April 26, 1996
- ------------------------------------------
J. K. Darragh
* Director April 26, 1996
- ------------------------------------------
D. L. Rediker
* Director April 26, 1996
- ------------------------------------------
J. J. Schiff, Jr.
* Director April 26, 1996
- ------------------------------------------
C. F. Sherman
* Director April 26, 1996
- ------------------------------------------
J. Q. Sherman II
*By /s/ Peter S. Redding By Authority of Powers April 26, 1996
-------------------------------------- of Attorney Filed with
Peter S. Redding Original Registration
Statement
</TABLE>
II-4
