<PAGE> 1
As filed with the Securities and Exchange Commission on April 19, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to Offering Price Aggregate Offering Amount of
to be Registered be Registered Per Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00
par value. . . . . . 900,000 $24.25 $21,825,000 $7,526
======================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee; based on the average of the high and low prices reported on
the National Association of Securities Dealers Automated Quotations
System--National Market System on April 12, 1996.
<PAGE> 2
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.
<PAGE> 3
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
-10-
<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?
-11-
<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.
-12-
<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.
INDEMNIFICATION
Insofar as indemnification for liabilities owing under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company, the Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable.
-13-
<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.
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)
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.
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dayton, State of Ohio, on April 17, 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
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Persons whose names are marked with an
asterisk (*) below hereby designate Peter S. Redding or Paul H. Granzow as their
attorney-in-fact to sign all amendments, including post-effective amendments, to
this registration statement.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*/s/Peter S. Redding President, Chief Executive Officer and April 17, 1996
- ------------------------------------------ Director (Principal Executive Officer)
Peter S. Redding
*/s/Craig J. Brown Senior Vice President - Administration, April 17, 1996
- ------------------------------------------ Treasurer and Chief Financial Officer
Craig J. Brown (Principal Financial Officer and Principal
Accounting Officer)
*/s/Paul H. Granzow Chairman of the Board of Directors April 17, 1996
- ------------------------------------------
Paul H. Granzow
*/s/R. W. Begley, Jr. Director April 17, 1996
- ------------------------------------------
R. W. Begley, Jr.
*/s/R. R. Burchenal Director April 17, 1996
- ------------------------------------------
R. R. Burchenal
</TABLE>
II-3
<PAGE> 18
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*/s/F. D. Clarke III Director April 17, 1995
- ------------------------------------------
F. D. Clarke III
*/s/J. K. Darragh Director April 17, 1995
- ------------------------------------------
J. K. Darragh
*/s/D. L. Rediker Director April 17, 1995
- ------------------------------------------
D. L. Rediker
*/s/J. J. Schiff, Jr. Director April 17, 1995
- ------------------------------------------
J. J. Schiff, Jr.
*/s/C. F. Sherman Director April 17, 1995
- ------------------------------------------
C. F. Sherman
*/s/J. Q. Sherman II Director April 17, 1995
- ------------------------------------------
J. Q. Sherman II
</TABLE>
II-4
<PAGE> 1
EX 3
CERTIFICATE OF ADOPTION
OF
AMENDED ARTICLES OF INCORPORATION
OF
THE STANDARD REGISTER COMPANY
MILFERD A. SPAYD, President, and LEONARD J. ERTLE, Secretary, of The
Standard Register Company, an Ohio corporation, with its principal office
located at Dayton, Montgomery County, Ohio, do hereby certify that a special
meeting of the holders of the shares of said corporation entitling them to vote
on the proposal to adopt Amended Articles of Incorporation as contained in the
following resolution, was duly called for such purpose and held on the 29th day
of October, 1956, at which meeting a quorum of such shareholders was present in
person or by proxy and that by the affirmative vote of the holders of shares
entitled under the Articles of Incorporation to exercise two-thirds of the
voting power of the corporation on such proposal, the following resolution was
adopted:
RESOLVED, That the following Amended Articles of Incorporation be and
the same are hereby adopted to supersede and take the place of the existing
Articles of Incorporation and all amendments thereto:
<PAGE> 2
- 2 -
AMENDED ARTICLES OF INCORPORATION
OF
THE STANDARD REGISTER COMPANY
THE STANDARD REGISTER COMPANY, a corporation for profit, heretofore
organized and now existing under the laws of the State of Ohio, makes and files
these Amended Articles of Incorporation and states:
FIRST: The name of the Corporation shall be THE STANDARD REGISTER
COMPANY.
SECOND: The place in the State of Ohio where its principal office is
located is the City of Dayton in Montgomery County.
THIRD: The purposes for which the Corporation is formed are:
(1) To design, manufacture, produce extract, mine, prepare, experiment
with, purchase and otherwise acquire, import, export sell, distribute, and
otherwise dispose of, and generally to trade and deal in, in any manner
whatsoever, machines, machinery, metal, wood, paper, business forms, and
with any and all other kinds of goods, wares, merchandise, manufactured
articles, raw materials, minerals, oil, coal, ores, animal and plant
products, substances and other articles of property of every kind and
description;
(2) To engage in all kinds of business, including the following but
without excluding others: all manufacturing, merchandising, milling,
mining, drilling, quarrying, building, construction, industrial and
agricultural work and operations; development and utilization of every kind
of power; the acquirement, construction, use, operation, sale and other
disposition of all kinds of machinery, plants, factories, warehouses,
elevators, buildings and other structures, bridges, wharves, docks, slips,
dams, power works, water works, boats, ships, engines, cars, equipment and
appliances,
<PAGE> 3
- 3 -
whether in connection with said business or otherwise, and generally the
utilization of all instrumentalities, methods, processes and appliances in
all ways and by all means which are now known or which may be hereafter
discovered or invented;
(3) To engage in research, exploration, laboratory and development work
relating to any machinery, business forms, or any other matter, substance,
compound or mixture, now known or which may hereafter be known, discovered
or developed;
(4) To render management, supervisory, styling, technical and other
services and advice for any person, firm, association or corporation,
domestic or foreign, by contract or otherwise, and to receive therefor
fixed or contingent compensation, or compensation in the form of
commissions, management fees, shares in gross or net receipts or profits,
or in any other manner, or upon any other terms whatsoever, or so to act
without direct compensation;
(5) To improve, manage, develop, sell, assign, transfer, lease,
mortgage, pledge or otherwise dispose of or turn to account or deal with
all or any part of the property of the Corporation and from time to time to
vary any investment or employment of capital of the Corporation;
(6) To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of every type and description,
whether secured by mortgage, pledge or otherwise, without limit as to
amount, and to secure the same by mortgage, pledge or otherwise; and
generally to make and perform agreements and contracts of every type and
description;
(7) To the same extent as natural persons might or could do, to
purchase or otherwise acquire, and to hold, own maintain, work, develop,
sell, lease, exchange, hire, convey, mortgage or otherwise dispose of and
deal in, lands and leaseholds, and interests, estates and rights of every
type and description in real, personal or mixed property, and franchises,
rights, licenses or privileges necessary, convenient or appropriate for any
of the purposes herein expressed;
(8) To apply for, obtain, register, purchase, lease or otherwise
acquire and to hold, own, use, develop, operate and introduce, and to sell,
assign, grant licenses or territorial rights in respect to, or otherwise to
turn to account or dispose of, copyrights, trade-marks, trade
<PAGE> 4
- 4 -
names, brands, labels, and registrations of the foregoing whether issued by
the United States or any other country or government, and inventions,
improvements and processes, whether used in connection with or secured
under letters patent or otherwise;
(9) To make donations for the public welfare or for charitable,
scientific or educational purposes; and to cooperate with other
corporations or with natural persons, or to act alone, in the creation and
maintenance of community funds or of charitable, scientific, or educational
instrumentalities;
(10) To acquire by purchase, subscription or otherwise, and to hold for
investment or otherwise and to use, sell, assign, underwrite, transfer,
mortgage, pledge or otherwise deal with or dispose of stocks, bonds or any
other obligations or securities of any person, firm, association or
corporation, public, private or municipal, or of the Government of the
United States or of any state, territory, colony or dependency thereof, or
of any foreign state or country; to merge or consolidate with any
corporation in such manner as may be permitted by law; to acquire, and to
pay for in cash, stocks or bonds of this Corporation, or otherwise, the
good will, rights, assets and property, and to undertake or assume the
whole or any part of the obligations or liabilities, of any person, firm,
association or corporation; to aid in any manner any corporation whose
stocks, bonds or other obligations are held or in any manner guaranteed by
this Corporation, or in which this Corporation is in any way interested;
and to do any other act or thing for the preservation, protection,
improvement or enhancement of the value of any such stocks, bonds or other
obligations; and while the owner of such stocks, bonds or other obligations
to exercise all the rights, powers and privileges of ownership thereof, and
to exercise any and all voting powers thereon; to guarantee the payment of
dividends upon any stock, or of the principal or interest, or both, of any
bond or other obligation, and the performance of any contract; and
(11) To do everything necessary, suitable or proper for the
accomplishment of any purpose or the attainment of any object or the
furtherance of any power hereinbefore set forth, either alone or in
association with other corporations, firms or individuals, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers, or
any part or parts thereof, provided the same be not inconsistent with the
laws under which the Corporation is organized.
<PAGE> 5
- 5 -
The business of the Corporation is from time to time to do any one or
more of the acts and things hereinabove set forth, and it shall have power to
conduct and carry on its business, or any part thereof, and to have one or more
offices, and to exercise any or all of its corporate powers and rights, in the
State of Ohio, and in the various other states, territories, colonies and
dependencies of the United States, in the District of Columbia, and in any or
all foreign countries. The purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in these
Articles, but the purposes specified in each of the foregoing clauses of this
Article shall be regarded as independent purposes. The enumeration of the
purposes herein shall not be deemed to exclude, by inference or otherwise, any
power or purpose which the Corporation is empowered to exercise, whether
expressly or impliedly, under the law of the State of Ohio, now or hereafter in
effect. The purposes for which the Corporation is formed may be substantially
changed by amendment to the Articles of Incorporation.
FOURTH: The maximum number of shares of all classes of stock which the
Corporation is authorized to have outstanding is 2,687,500 shares of the par
value of $1 each, of which 2,500,000 shares shall be known and designated as
Common Stock and 187,500 shares shall be known and designated as Class A Stock.
The 12,500 issued and outstanding shares of the heretofore authorized
capital stock of the Corporation without nominal or par
<PAGE> 6
- 6 -
value are hereby changed and reclassified into 600,000 full paid and
nonassessable shares of Common Stock and 187,500 full paid and nonassessable
shares of Class A Stock, on the following basis: Each of the issued and
outstanding shares of the heretofore authorized capital stock of the Corporation
without nominal or par value is reclassified and changed into 48 shares of the
Common Stock and 15 shares of the Class A Stock.
The following provisions are hereby agreed to for the purposes of
creating, defining and regulating the rights and privileges of the several
classes of stock of the Corporation:
Section 1
Voting Powers and Rights
1.1. Generally. At every meeting of stockholders each stockholder shall
be entitled to one vote for each share of Common Stock held by him and five
votes for each share of Class A Stock held by him, in each case with whatever
right to cumulate votes in elections of directors such stockholder may, at the
time of election, be entitled to demand under the laws of the State of Ohio.
1.2. Quorum. Except as otherwise required by law or by these Articles,
the presence in person or by proxy at any meeting of stockholders of the holders
of shares entitled to cast a majority of all of the votes which may be cast at
such meeting by the holders of all of the shares of the capital stock of the
<PAGE> 7
- 7 -
Corporation entitled to vote on every matter to be voted on at such meeting
shall constitute a quorum.
1.3. General Voting Requirements. Every question presented to
stockholders, except a question of taking any action to which the special voting
requirements of subsection 1.4 are applicable, may be decided at any meeting of
stockholders which is duly convened and held and at which a quorum is present
and shall be decided at such meeting in accordance with a majority of the votes
cast upon such question by the holders of Common Stock and Class A Stock, whose
votes thereon shall be counted and totaled together without regard to class.
1.4. Special Voting Requirements. Except as otherwise required by law,
the Corporation may take any of the following actions with, and only with, (1)
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation, and (2) if any such actions
would adversely affect the rights and privileges of the holders of shares of a
particular class, the affirmative vote of the holders of a majority of the
outstanding shares of such class:
(i) amend these Articles; or
(ii) merge or consolidate with or into any other corporation or
permit any other corporation to merge or consolidate with or
into it; or
(iii) sell, lease or exchange all or substantially all of its
property and assets; or
<PAGE> 8
- 8 -
(iv) transfer any assets to another corporation and in connection
therewith distribute stock or other securities of such other
corporation to the holders of stock or other securities of
this Corporation; or
(v) voluntarily dissolve or liquidate.
Furthermore, the Corporation may take any other action as to which the laws of
the State of Ohio require a class vote of any particular class of stock of the
Corporation with, and only with, (1) the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the
Corporation and (2) the affirmative vote of the holders of a majority of the
outstanding shares of such class.
Notwithstanding the foregoing, the Corporation shall not, except with
the affirmative vote of the holders of 75% of the outstanding shares of Common
Stock, voting separately as a class:
(1) authorize or issue any additional shares of Class A Stock or any
other voting securities except (a) Common Stock and/or (b)
preferred stock which has only such voting rights as may arise
when dividends are in arrears and/or such voting rights as a
mandatory statute may provide; or
(2) amend these Articles so as to reduce the percentage of the
outstanding shares of Common Stock specified in this sentence.
Section 2
Rights to Dividends
When and as dividends are declared, whether payable in cash, in
property or in shares of stock of the Corporation, the holders of Common Stock
and the holders of Class A Stock shall be
<PAGE> 9
- 9 -
entitled to share equally, share for share, in such dividends; except that in
the case of dividends payable in shares of stock of the Corporation, holders of
Class A Stock shall receive their dividends only in shares of Class A Stock and
holders of Common Stock shall receive their dividends only in shares of Common
Stock, subject, however, to the requirements of subsection 1.4 of this Article
FOURTH.
Section 3
All Shares Otherwise Equal
Except as herein otherwise expressly provided, shares of Common Stock
and Class A Stock shall be of equal rank and shall all entitle the holders
thereof to the same rights and privileges.
Section 4
Denial of Preemptive Rights
No holder of stock of the Corporation of any class authorized hereby or
which may hereafter be authorized, or of any series of any such class, shall as
such holder and because of his ownership of stock have any preemptive or other
right to purchase or subscribe for any shares of stock of the Corporation of any
class, or of any series of any class, or for any notes, debentures, bonds,
obligations or instruments which the Corporation may issue or sell that are
convertible into or exchangeable for or entitle the holders thereof to subscribe
for or purchase any shares of stock of the Corporation of any class, or of any
series of any class. Subject to the provisions of these Articles and any
<PAGE> 10
- 10 -
applicable provisions of the laws of the State of Ohio, any part of the
authorized capital stock of the Corporation and any part of the notes,
debentures, bonds, obligations or other securities, convertible into or carrying
options, rights or warrants to purchase stock of the Corporation, authorized
hereby or which may hereafter be authorized, may at any time be issued, optioned
for sale and sold or disposed of pursuant to resolutions of the Board of
Directors to such persons, for such lawful consideration and upon such terms and
conditions as may to the Board of Directors seem proper and advisable and said
stock or such other securities or any part thereof need not be first offered to
existing stockholders.
Section 5
Ownership and Conversion
of Class A Stock
5.1. Ownership of Class A Stock. No holder of Class A Stock may sell or
otherwise dispose of or transfer any or all of the shares of stock held by him,
or any interest therein, right to vote thereon or control thereover, except to
persons who, at the time of transfer, meet the qualifications set forth in
clause (i), (ii), (iii), (iv) or (v) of subsection 5.2; provided, however, that
nothing herein contained shall affect the validity of any proxy given by such
holder to a person not meeting such qualifications if the proxy is revocable by
such holder and no value is received therefor. In the absence of information to
the contrary the Corporation may conclusively presume that no value was received
for
<PAGE> 11
- 11 -
any such proxy. Any holder of Class A Stock may at any time convert any or all
of the shares thereof held by him into shares of Common Stock as provided in
subsection 5.3. No one, other than those persons in whose names shares of Class
A Stock become registered on the original stock ledger of the Corporation by
reason of their record ownership of shares of the capital stock of the
Corporation without nominal or par value which are reclassified into shares of
Class A Stock by this Article FOURTH, or transferees or successive transferees
who at the time of transfer meet the qualifications set forth in subsection 5.2,
shall by virtue of the acquisition of certificates for shares of Class A Stock
have the status of an owner or holder of shares of Class A Stock or be
recognized as such by the Corporation or be otherwise entitled to enjoy for his
own benefit the special voting rights and powers of a holder of shares of Class
A Stock.
Holders of shares of Class A Stock may at any and all times transfer to
any person the shares of Common Stock issuable upon conversion of such shares of
Class A Stock.
5.2. Transfers of Class A Stock on Corporation Books. Shares of Class A
Stock shall be transferred on the books of the Corporation and a new certificate
therefor issued, upon presentation at the office of the Secretary of the
Corporation (or at such additional place or places as may from time to time be
designated by the Secretary or any Assistant Secretary of the Corporation) of
the certificate for such shares, in proper form for transfer and accompanied by
all requisite stock transfer tax stamps
<PAGE> 12
- 12 -
or funds for the payment of all applicable transfer taxes, only if such
certificate when so presented shall also be accompanied by an affidavit of the
record holder of such shares stating that such certificate is being presented to
effect a transfer of such shares to any one or more of the following:
(i) a transferee who is a natural person who meets the
qualification that he or she is either (A) Helen Sherman Hook, sister
of John Q. Sherman who died in Dayton, Ohio, in 1939 and of William C.
Sherman who died in Montgomery County, Ohio, in 1944, or (B) a
descendant (including any descendant by adoption and any descendant of
any adopted descendant) of the aforesaid Helen Sherman Hook or of the
aforesaid John Q. Sherman, or (C) entitled to any interest under the
last will and testament, and the codicils thereto, of either the
aforesaid John Q. Sherman or the aforesaid William C. Sherman, or under
any inter vivos trust created by either of them, or (D) a spouse or
surviving spouse of the aforesaid John Q. Sherman or of a natural
person who is, or was while living, included within the provisions of
either of the foregoing subclauses (A), (B) or (C); or
(ii) transferees who are any two or more natural persons, each of
whom meets the qualifications set forth in clause (1) next above; or
(iii) a transferee as trustee or successor trustee of a trust or
trusts created by the aforesaid John Q. Sherman or the aforesaid
William C. Sherman, either by deed or will, or a transferee as trustee
of any other trust, created by deed or will, which other trust meets
both of the following requirements:
(1) the income thereof from the date of transfer to such trustee shall
be required to be paid to or applied for the use and benefit of or
accumulated for one or more natural persons, concurrently or
successively, all of whom meet or will meet the qualification set forth
in clause (i) above, and no other persons, except for such portion of
the income as is payable to or to be applied for the use and benefit of
or accumulated for one or more other natural persons during terms not
to exceed their respective lives, who, though they do not meet the
qualification set forth in clause (i) above, are relatives or natural
persons meeting such qualifications; and (2) the principal thereof
shall be required to be transferred, assigned and paid over upon
failure or termination of the interest in the
<PAGE> 13
- 13 -
income thereof referred to in subclause (1) above; provided, however,
that if the provision of such trust relating to the disposition of
income or principal are subject to amendment in such manner that the
trust can be changed to a trust no meeting the requirements of this
clause (iii) the trustee thereof, as such, shall have entered into a
written agreement with the Corporation providing that if such trust
shall be amended such trustee will promptly deliver to the Corporation
a copy, duly certified by such trustee, of the instrument effecting
such amendment and will, unless such trust as so amended then meets the
requirements of this clause (iii), promptly surrender the certificates
for the shares of Class A Stock then held in such trust for the
conversion of such shares into an equal number of shares of Common
Stock in the manner set forth in subsection 5.3.
(iv) a transferee as successor trustee or as co-trustee of a
trust of which his immediate transferor was or is a trustee registered
as a record holder of such shares of Class A Stock as permitted by the
provisions of subsection 5.1, provided, however, that if the proviso in
clause (iii) above is applicable, such successor trustee or co-trustee
shall have entered into a written agreement with the Corporation
whereby he assumes the obligations of the agreement required by said
clause (iii); or
(v) a transferee as executor or administrator of the estate of
the above-mentioned John Q. Sherman or William C. Sherman or of the
estate of any of the natural persons meeting the qualification set
forth in clause (i) above;
and if the certificate for such shares of Class A Stock when presented for
transfer shall also be accompanied
(a) in the case of a transfer to a transferee as trustee of a
trust which meets the requirements set forth in clause (iii) above, by
copies duly certified by such trustee of the instrument creating such
trust and of all amendments thereto, and by an original counterpart or
certified copy of any agreement required by said clause (iii);
(b) in the case of a transfer to a transferee as successor trustee
or co-trustee as permitted by clause (iv) above, by an original
counterpart or certified copy of any agreement of such transferee
required by said clause (iv); or
<PAGE> 14
- 14 -
(c) in the case of a transfer to a transferee as executor or
administrator as permitted by clause (v) above, by a certified copy of
the letters of appointment of said executor or administrator.
When the principal of a trust is transferred, assigned and paid over, the
provisions of this Section 5 shall govern, limit and qualify the transfer,
assignment and payment over of shares of Class A Stock in the same manner and to
the same extent as this Section 5 governs, limits and qualifies any other
transfers of Class A Stock.
5.3. Conversion of Class A Stock. A record holder of shares of Class A
Stock may convert any or all of such shares held by him into the same number of
shares of Common Stock by surrendering at the office of the Secretary of the
Corporation (or at such additional place or places as may from time to time be
designated by the Secretary or any Assistant Secretary of the Corporation)
certificates representing the shares of Class A Stock to be converted,
accompanied by a written notice by such record holder to the Corporation stating
that such record holder desires to convert such shares of Class A Stock into the
same number of shares of Common Stock. If all or any of the shares of Class A
Stock so surrendered for conversion are being converted in connection with the
sale or other disposition of the shares of Common Stock issuable upon the
conversion, the holder may request that the Corporation issue all or a specified
number of such shares of Common Stock to persons (other than such record holder)
named in such request, setting forth the number of shares of Common Stock to be
issued to each such person, the address of each such person and
<PAGE> 15
- 15 -
the denominations in which the certificates therefor are to be issued. In the
event of any such transfer the certificates representing any shares of Class A
Stock to be converted shall be surrendered in proper form for transfer and shall
be accompanied by all requisite stock transfer tax stamps or funds sufficient to
pay all applicable transfer taxes. Upon any such surrender involving a transfer
the persons named as transferees shall become, and shall be registered in the
original stock ledger of the Corporation as, the record holders of the number of
shares of Common Stock issuable upon such conversion, and each such share of
Class A Stock to be converted shall be converted into one share of Common Stock,
and thereupon there shall be issued to the persons named as transferees,
promptly at such office or other designated place, certificates for such number
of shares of Common Stock. If any shares of Class A Stock represented by any
certificate so surrendered are not to be converted, or are to be converted but
not transferred, new certificates for Common Stock or Class A Stock as the case
may be will be issued to the holder who made the surrender. Each written notice
of conversion above required shall be signed by the record holder (or in an
appropriate case by his guardian, committee, executor, administrator or other
legal representative).
If a record holder of shares of Class A Stock shall deliver a
certificate for such shares, endorsed by him for transfer or accompanied by an
instrument of transfer signed by him, to a person who does not meet the
qualifications set forth in clause (i), (ii),
<PAGE> 16
- 16 -
(iii), (iv) or (v) of subsection 5.2, then such person or any successive
transferee of such certificate may treat such endorsement or instrument as
authorizing him on behalf of such record holder to convert such shares in the
manner above provided for the purpose of the transfer to himself of the shares
of Common Stock issuable upon such conversion or for any other purpose and to
give on behalf of such record holder the written notice of conversion above
required and may convert such shares of Class A Stock accordingly. If any shares
of Class A Stock shall improperly have been registered in the name of such a
person (or in the name of any successive transferee of such certificate) and a
new certificate therefor issued, such person or transferee may surrender such
new certificate for cancellation, accompanied by the written notice of
conversion above required, in which case (A) such person or transferee shall be
deemed to have elected to treat the endorsement on (or instrument of transfer
accompanying) the certificates so delivered by such former record holder as
authorizing such person or transferee on behalf of such former record holder so
to convert such shares and so to give such notice, (B) the shares of Class A
Stock registered in the name of such former record holder shall be deemed to
have been surrendered for conversion for the purpose of the transfer to such
person or transferee of the shares of such Common Stock issuable upon
conversion, and (C) the appropriate entries shall be made on the books of the
Corporation to reflect such action.
<PAGE> 17
- 17 -
5.4. Dividends. Upon any conversion of shares of Class A Stock into
shares of Common Stock pursuant to the provisions of this Section 5, any
dividend, for which the record date shall be subsequent to such conversion or
exchange, which may have been declared on the shares of Class A Stock so
converted shall be deemed to have been declared, and shall be payable, with
respect to the shares of Common Stock into or for which such shares of Class A
Stock shall have been so converted, and any such dividend which shall have been
declared on such shares payable in shares of Class A Stock shall be deemed to
have been declared, and shall be payable, in shares of Common Stock.
5.5. Prohibition against Reissue. The Corporation shall not reissue or
resell any shares of Class A Stock which shall have been converted into shares
of Common Stock pursuant to or as permitted by the provisions of this Section 5,
or any shares of Class A Stock which shall have been acquired by the Corporation
in any other manner. The Corporation shall, from time to time, take such
appropriate action as may be necessary to retire such shares and to reduce the
authorized amounts of Class A Stock accordingly.
5.6. Reservation of Common Stock. The Corporation shall at all times
reserve and keep available, out of its authorized but unissued Common Stock,
such number of shares of Common Stock as would become issuable upon the
conversation or exchange or all shares of Class A Stock then outstanding.
5.7. Violations of Subsections 5.1 and 5.2. In the event that the Board
of Directors of the Corporation (or any committee of
<PAGE> 18
- 18 -
the Board of Directors, or any officer of the Corporation, designated for the
purpose by the Board of Directors) shall determine, upon the basis of facts not
disclosed in any affidavit or other document accompanying the certificate for
shares of Class A Stock when presented for transfer, that such shares of Class A
Stock have been registered in violation of the provisions of subsections 5.1 or
5.2 or shall determine that a person is enjoying for his own benefit the special
rights and powers of shares of Class A Stock in violation of such provisions,
then the Corporation shall take such action at law or in equity as is
appropriate under the circumstances. An unforeclosed pledge made to secure a
bona fide obligation shall not be deemed to violate such provisions.
5.8. Investigation of Facts. In connection with any transfer or
conversion of any stock of the Corporation pursuant to or as permitted by the
provisions of this Section 5, or in connection with the making of any
determination referred to in subsection 5.7,
(i) the Corporation shall be under no obligation to make any
investigation of facts unless an officer, employee or agent of the
Corporation responsible for making such exchange or determination or
issuing Common Stock, pursuant to such conversion, has substantial reason
to believe, or unless the Board of Directors (or a committee of the Board
of Directors designated for the purpose) determines that there is
substantial reason to believe, that any affidavit or other document is
incomplete or incorrect in an material respect or that an investigation
would disclose facts upon which any determination referred to in subsection
5.7 should be made, in either of which events the Corporation shall make or
cause to be made such investigation as it may deem necessary or desirable
in the circumstances and have a reasonable time to complete such
investigation; and
<PAGE> 19
- 19 -
(ii) neither the Corporation nor any director, officer, employee or
agent of the Corporation shall be liable in any manner for any action taken
or omitted in good faith.
5.9. Definitions; Verification of Affidavits. For the purposes of this
Section 5, each reference to a "person" shall be deemed to include not only a
natural person, but also a corporation, partnership, association, unincorporated
organization or legal entity of any kind; each reference to a "natural person"
(or to a "record holder" of shares, if a natural person) shall be deemed to
include in his representative capacity a guardian, committee, executor,
administrator or other legal representative of such natural person or record
holder. The plural or any term shall be deemed to include the singular and the
singular shall be deemed to include the plural. Each affidavit or a record
holder furnished pursuant to subsection 5.2 shall be verified as of a date not
earlier than five days prior to the date of delivery thereof, and, where such
record holder is a corporation or partnership, shall be verified by an officer
of the corporation or by a general partner of the partnership, as the case may
be.
FIFTH: The amount of stated capital of the Corporation at the time of
the filing of these Amended Articles of Incorporation was One Million Two
Hundred Fifth Thousand Dollars ($1,250,000), and after giving effect to the
reclassification hereinabove provided for such stated capital shall be reduced
to Seven Hundred Eighty-seven Thousand Five Hundred Dollars ($787,500).
SIXTH: Every certificate for shares of Class A Stock shall bear a
legend on the face thereof reading as follows:
<PAGE> 20
- 20 -
"The shares of Class A Stock represented by this
certificate may not be transferred to any person who does not
meet the qualifications set forth in clause (i), (ii), (iii),
(iv) or (v) of subsection 5.2 of Article FOURTH of the
Amended Articles of Incorporation of this Corporation (said
Article FOURTH being set forth in full on the reverse hereof)
and no person who does not meet the qualifications prescribed
by subsection 5.1 of said Article FOURTH is entitled to own
or to be registered as the record holder of such shares of
Class A Stock, but the record holder of this certificate may
at any time convert such shares of Class A Stock into the
same number of shares of Common Stock for the purpose of
effecting the ale or other disposition of such shares of
Common Stock to any person or for any other purpose. Each
holder of this certificate, by accepting the same, accepts
and agrees to all of the foregoing."
SEVENTH: These Amended Articles of Incorporation supersede and take the
place of the heretofore existing Articles of Incorporation and any and all
amendments thereto.
IN WITNESS WHEREOF, the said MILFERD A. SPAYD, President, and LEONARD
J. ERTLE, Secretary, of The Standard Register Company, acting for and on behalf
of said Corporation, have hereunto subscribed their names and caused the seal of
said Corporation to be hereunto affixed this 29th day of October, 1956.
/s/Milferd A. Spayd
-----------------------------------
President
[ S E A L ]
/s/Leonard J. Ertle
-----------------------------------
Secretary
<PAGE> 21
CERTIFICATE OF AMENDMENT
TO THE
AMENDED ARTICLES OF INCORPORATION
OF
THE STANDARD REGISTER COMPANY
----------------------------------
MILFERD A. SPAYD, President, and JOSEPH W. HATFIELD, Assistant
Secretary of THE STANDARD REGISTER COMPANY, an Ohio corporation, with its
principal office located at Dayton, Montgomery County, Ohio, do hereby certify
that at the Annual Meeting of the Shareholders of said corporation duly called
for such purpose and held on the 18th day of April 1962, at 11:00 A.M. E.S.T.,
at said principal office, at which meeting a quorum of said Shareholders was
present in person or by proxy, and by the affirmative vote of the holders of
shares entitling them to exercise more than two-thirds (2/3rds) of the voting
power of the corporation, and, in addition, by the affirmative vote of the
holders of more than seventy-five percent (75%) of the outstanding shares of
Common Stock of the corporation entitling them to exercise more than
seventy-five percent (75%) of the voting power of said Common Stock voting
separately as a class, and the affirmative vote of the holders of more than
seventy-five percent (75%) of the outstanding shares of Class A Stock of the
corporation entitling them to exercise more than seventy-five percent (75%) of
the voting power of said Class A Stock voting separately as a class (Common
Stock and Class A Stock being the only two classes of stock of the corporation),
the following Resolutions were adopted to amend the Amended Articles of
Incorporation (now in effect):
<PAGE> 22
WHEREAS, the Corporation presently has issued and outstanding
868,600 shares of Common Stock of the par value of $1 each and has
unissued and outstanding 196,875 shares of Class A Stock of the par
value of $1 each; and
WHEREAS, the Corporation presently has unissued 1,631,400 shares
of Common Stock of the par value of $1 each and has unissued 53,125
shares of Class A Stock of the par value of $1 each; and
WHEREAS, the present stated capital of the Corporation is
$1,065,475, and it is desired to effect a stock split on a two-for-one
basis of all issued and outstanding and all unissued shares of each
class of stock without resulting in a change in the said stated capital
of the Corporation;
NOW, THEREFORE, BE IT RESOLVED that the said 868,600 issued and
outstanding shares of Common Stock with a par value of $1 each, be and
the same hereby are changed into 1,737,200 issued and outstanding shares
of Common Stock with a par value of $.50 each, and that said 1,631,400
unissued shares of Common Stock with a par value of $1 each, be and the
same hereby are changed into 3,262,800 unissued shares of Common Stock
with a par value of $.50 each, and that said 196,875 issued and
outstanding shares of Class A Stock with a par value of $1 each, be and
the same hereby are changed into 393,750 shares of issued and
outstanding Class A Stock with the par value of $.50 each, and that said
53,125 unissued shares of Class A Stock with a par value of $1 each, be
and the same hereby are changed into 106,250 unissued shares of Class A
Stock with a par value of $.50 each, and that the stated capital of the
Corporation in the amount of $1,065,475 shall remain the same.
BE IT FURTHER RESOLVED, that in order to effect the foregoing
changes in the shares of the Corporation, the first two paragraphs of
Article FOURTH of the Amended Articles of Incorporation (now in effect),
reading as follows:
FOURTH: The maximum number of shares of all classes of
stock which the Corporation is authorized to have outstanding is
2,750,000 shares of the par value of $1 each, of which 2,500,000
shares shall be known and designated as Common Stock and 250,000
shall be known and designated as Class A Stock.
<PAGE> 23
The 12,500 issued and outstanding shares of the
heretofore authorized capital stock of the Corporation without
nominal or par value are hereby changed and reclassified into
600,000 full paid and nonassessable shares of Common Stock and
187,500 full paid and nonassessable shares of Class A Stock, on
the following basis: Each of the issued and outstanding shares of
the heretofore authorized capital stock of the Corporation without
nominal or par value is reclassified and changed into 48 shares of
the Common Stock and 15 shares of the Class A Stock.
be, and they hereby are, amended so that, as amended, said paragraphs
shall read as follows:
FOURTH: The maximum number of shares of all classes of
stock which the Corporation is authorized to have outstanding is
5,500,000 shares of the par value of $.50 each, of which 5,000,000
shares shall be known and designated as Common Stock, and 500,000
shares shall be known and designated as Class A Stock.
Each issued and outstanding share of Common Stock of the
par value of $1 is hereby changed into two issued and outstanding
shares of Common Stock of the par value of $.50 each. Each
unissued share of Common Stock of the par value of $1 is hereby
changed into two unissued shares of Common Stock of the par value
of $.50 each. Each issued and outstanding share of Class A Stock
of the par value of $1 is hereby changed into two issued and
outstanding shares of Class A Stock of the par value of $.50 each.
Each unissued share of Class A Stock of the par value of $1 is
hereby changed into two unissued shares of Class A Stock of the
par value of $.50 each.
BE IT FURTHER RESOLVED, that Article FIFTH of the Amended Articles
of Incorporation (now in effect), be and it hereby is amended so that,
as amended, it shall read as follows:
FIFTH: Upon the filing of this Amendment and after
giving effect to the changes in shares of Common Stock and Class A
Stock as above provided for in Article FOURTH of the Amended
Articles of Incorporation, the stated capital of the Corporation
shall be $1,065,475, which is the same as it existed immediately
preceding filing of this Amendment.
<PAGE> 24
IN WITNESS WHEREOF, the said MILFERD A. SPAYD, President, and
JOSEPH W. HATFIELD, Assistant Secretary, of THE STANDARD REGISTER COMPANY,
acting for and on behalf of the said corporation, have hereunto subscribed their
names and caused the seal of said corporation to be hereunto affixed, this 24th
day of April, 1962.
By /s/ Milferd A. Spayd
--------------------
Milferd A. Spayd,
President
By /s/Joseph W. Hatfield
---------------------
Joseph W. Hatfield
Assistant Secretary
of
THE STANDARD REGISTER COMPANY
<PAGE> 25
CERTIFICATE OF AMENDMENT
OF
AMENDED ARTICLES OF INCORPORATION
OF
THE STANDARD REGISTER COMPANY
-----------------------------------
DONALD F. WHITEHEAD, President, and JOSEPH W. HATFIELD, Vice
President - Secretary, of THE STANDARD REGISTER COMPANY, an Ohio corporation,
with its principal office located at Dayton, Montgomery County, Ohio, do hereby
certify that at the Annual Meeting of the Shareholders of said corporation duly
called for such purpose and held on the 15th day of April, 1970, at 11:00 A.M.
E.S.T., at said principal office, at which meeting a quorum of said shareholders
was present, in person or by proxy, and by the affirmative vote of the holders
of shares entitling them to exercise a majority of the voting power of the
corporation and, in addition, by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock and Class A Stock each voting
separately as a class (Common Stock and Class A Stock being the only two classes
of stock of the corporation), the following resolutions were adopted to amend
the Amended Articles of Incorporation:
RESOLVED, that the Amended Articles of Incorporation (now in effect) be,
and they hereby are, amended, so that as amended Section 1.4 of
Paragraph FOURTH of the Amended Articles of Incorporation shall read as
follows:
"1.4. SPECIAL VOTING REQUIREMENTS.
Except as otherwise required by law, the Corporation may take any
of the following actions with, and only with, (1) the affirmative
vote of the holders of shares entitling them to exercise
two-thirds of the voting power of the Corporation, and (2) if any
such actions would adversely affect
<PAGE> 26
the rights and privileges of the holders of shares of a particular
class, the affirmative vote of the holders of two-thirds of the
outstanding shares of such class:
(i) amend these Articles; or
(ii) merge or consolidate with or into any other
corporation to merge or consolidate with or into
it; or
(iii) sell, lease or exchange all or substantially all
of its property and assets; or
(iv) transfer any assets to another corporation and
in connection therewith distribute stock or
other securities of such other corporation to
the holders of stock or other securities of this
Corporation; or
(v) voluntarily dissolve or liquidate.
Furthermore the Corporation may take any other action as to which
the laws of the State of Ohio require a class vote of any
particular class of stock of the Corporation with, and only with,
(1) the affirmative vote of the holders of shares entitling them
to exercise two-thirds of the voting power of the Corporation and
(2) the affirmative vote of the holders of two-thirds of the
outstanding shares of such class.
Notwithstanding the foregoing, the Corporation shall
not, except with the affirmative vote of the holders of 75% of the
outstanding shares of Common Stock, voting separately as a class:
(1) authorize or issue any additional shares of
Class A Stock or any other voting securities
except (a) Common Stock and/or (b) preferred
stock which has only such voting rights as may
arise when dividends are in arrears and/or such
voting rights as a mandatory statute may
provide; or
<PAGE> 27
(2) amend these Articles so as to reduce the
percentage of the outstanding shares of Common
Stock specified in this sentence."
RESOLVED FURTHER, that said Section 1.4 of Paragraph FOURTH, as above
set forth, shall be substituted for Section 1.4 of Paragraph FOURTH of
said Amended Articles of Incorporation in effect immediately prior to
this amendment which read as follows:
"1.4. SPECIAL VOTING REQUIREMENTS.
Except as otherwise required by law, the Corporation may take any
of the following actions with, and only with, (1) the affirmative
vote of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation, and (2) if any
such actions would adversely affect the rights and privileges of
the holders of shares of a particular class, the affirmative vote
of the holders of a majority of the outstanding shares of such
class:
(i) amend these Articles; or
(ii) merge or consolidate with or into any other
corporation or permit any other corporation to
merge or consolidate with or into it; or
(iii) sell, lease or exchange all or substantially all
of its property and assets; or
(iv) transfer any assets to another corporation and
in connection therewith distribute stock or
other securities of such other corporation to
the holders of stock or other securities of this
Corporation; or
(v) voluntarily dissolve or liquidate.
Furthermore the Corporation may take any other action as to which
the laws of the State of Ohio require a class vote of any
particular class of stock of the Corporation with, and only with,
(1) the affirmative vote of the holders of shares entitling them
to exercise a majority of the voting power of the Corporation and
(2) the affirmative vote of the holders of a majority of the
outstanding shares of such class.
<PAGE> 28
Notwithstanding the foregoing, the Corporation shall
not, except with the affirmative vote of the holders of 75% of the
outstanding shares of Common Stock, voting separately as a class:
(1) authorize or issue any additional shares of
Class A Stock or any other voting securities
except (a) Common Stock and/or (b) preferred
stock which has only such voting rights as may
arise when dividends are in arrears and/or such
voting rights as a mandatory statute may
provide; or
(2) amend these Articles so as to reduce the
percentage of the outstanding shares of Common
Stock specified in this sentence."
IN WITNESS WHEREOF, the said DONALD F. WHITEHEAD, President, and
JOSEPH W. HATFIELD, Vice President - Secretary, of THE STANDARD REGISTER
COMPANY, acting for and on behalf of the said corporation, have hereunto
subscribed their names and caused the seal of said corporation to be hereunto
affixed, this 27th day of April, 1970.
/s/Donald F. Whitehead
------------------------------
Donald F. Whitehead, President
/s/Joseph W. Hatfield
------------------------------
Joseph W. Hatfield,
Vice President - Secretary
of
THE STANDARD REGISTER COMPANY
<PAGE> 29
CERTIFICATE OF ADOPTION
BY THE SHAREHOLDERS TO AMENDMENTS
TO THE AMENDED ARTICLES OF INCORPORATION OF
THE STANDARD REGISTER COMPANY
Roy N. Linton, who is the President and Chief Executive Officer, and
Otto F. Stock, who is the Secretary of The Standard Register Company, an Ohio
Corporation for profit (sometimes hereinafter referred to as the "Corporation"),
with its principal place of business located at 626 Albany Street, Dayton, Ohio
45401, do hereby certify that at the Annual Meeting of Shareholders of The
Standard Register Company which was duly called and held on Wednesday, April 20,
1983, at Dayton, Ohio, at which meeting a quorum of each class of shareholders
was present in person or by proxy, the following resolutions were adopted by the
affirmative vote of the holders of shares entitled under the Amended Articles of
Incorporation to exercise two-thirds of the voting power of The Standard
Register Company on each of the following resolutions (and also by the
affirmative vote of seventy-five percent (75%) of the outstanding Common Stock
voting separately as a class as to the resolution to increase the authorized
shares of stock from 5,500,000 to 14,500,000):
RESOLVED, that the first two paragraphs of Article Fourth of the
Amended Articles of Incorporation of The Standard Register Company which
provided as follows:
<PAGE> 30
FOURTH: The maximum number of shares of all classes of
stock which the Corporation is authorized to have outstanding is
5,500,000 shares of the par value of $.50 each, of which 5,000,000
shares shall be known and designated as Common Stock, and 500,000
shares shall be known and designated as Class A Stock.
Each issued and outstanding share of Common Stock of the
par value of $1 is hereby changed into two issued and outstanding
shares of Common Stock of the par value of $.50 each. Each
unissued share of Common Stock of the par value of $1 is hereby
changed into two unissued shares of Common Stock of the par value
of $.50 each. Each issued and outstanding share of Class A Stock
of the par value of $1 is hereby changed into two issued and
outstanding shares of Class A Stock of the par value of $.50 each.
Each unissued share of Class A Stock of the par value of $1 is
hereby changed into two unissued shares of Class A Stock of the
par value of $.50 each.
be deleted and that the following two paragraphs be substituted for the present
two paragraphs of Article Fourth of the Amended Articles of Incorporation:
FOURTH: The maximum number of shares of all classes of
stock which the Corporation is authorized to have outstanding is
14,500,000 shares with no par value, of which 12,000,000 shares
shall be known and designated as Common Stock and 2,500,000 shares
shall be known and designated as Class A Stock.
Each issued and outstanding share of Common Stock of the
par value of $.50 each is hereby changed into three shares of
Common Stock with no par value, and each issued and outstanding
shares of Class A Stock of the par value of $.50 each is hereby
changed into three shares of Class A Stock with no par value.
RESOLVED FURTHER, that the following new Section 6 be added to
Article Fourth of the Amended Articles of Incorporation of The Standard Register
Company:
<PAGE> 31
Section 6
Authorizing Corporation to Purchase
Its Own Stock of Any Class
6. Purchase of Stock of Any Class. The Corporation by
action of its Board of Directors may, at any time and
from time to time, purchase shares of stock of any class
issued by it, to the extent not otherwise prohibited by
law or these Articles.
RESOLVED FURTHER, that Article Fifth of the Amended Articles of
Incorporation of The Standard Register Company which provided as follows:
FIFTH: Upon the filing of this Amendment and after
giving effect to the changes in shares of Common Stock
and Class A Stock as above provided for the Article
FOURTH of the Amended Articles of Incorporation, the
stated capital of the Corporation shall be $1,065,475,
preceding filing of this Amendment.
be deleted in its entirety and that the following be substituted as Article
Fifth of the Amended Articles of Incorporation of The Standard Register Company:
FIFTH: The amount of stated capital of the
Corporation shall be $1.00 per share for each share of
stock issued at any time.
IN WITNESS WHEREOF, Roy N. Linton, as President and Chief
Executive Officer, and Otto F. Stock, as Secretary, acting for and on behalf of
The Standard Register Company have hereunto subscribed their names and caused
the seal of The Standard Register Company to be hereunto affixed this 29th day
of April, 1983.
<PAGE> 32
THE STANDARD REGISTER COMPANY,
an Ohio Corporation
By /s/Roy N. Linton
-----------------------
Roy N. Linton,
President and
Chief Executive Officer
By /s/Otto F. Stock
-----------------------
Otto F. Stock,
Secretary
<PAGE> 33
CERTIFICATE OF ADOPTION
BY THE SHAREHOLDERS OF AN AMENDMENT
TO THE AMENDED ARTICLES OF INCORPORATION OF
THE STANDARD REGISTER COMPANY
Paul H. Granzow, who is the Chairman of the Board of Directors,
and Otto F. Stock, who is the Secretary of The Standard Register Company, an
Ohio Corporation for profit (sometimes hereinafter referred to as the
"Corporation"), with its principal place of business located at 626 Albany
Street, Dayton, Ohio 45401, do hereby certify that at the Annual Meeting of
Shareholders of The Standard Register Company which was duly called and held on
Wednesday, April 17, 1985, at Dayton, Ohio, at which meeting a quorum of
shareholders was present in person or by proxy, the following resolution was
adopted by the affirmative vote of the holders of shares entitling them under
the Amended Articles of Incorporation to exercise two-thirds of the voting power
of the Corporation and also by the affirmative vote of the holders of
seventy-five percent (75%) of the outstanding shares of Common Stock voting
separately as a class:
RESOLVED, that the first two paragraphs of Article Fourth of the
Amended Articles of Incorporation of The Standard Register Company which
provides as follows:
FOURTH: The maximum number of shares of all classes of stock which
the Corporation is authorized to have outstanding is 14,500,000
shares with no par value, of which 12,000,000 shall be known and
designated as Common Stock and 2,500,000 shall be known and
designated as Class A Stock.
<PAGE> 34
Each issued and outstanding share of Common Stock of the par value
of $.50 each is hereby changed into three shares of Common Stock
with no par value, and each issued and outstanding share of Class
A Stock of the par value of $.50 each is hereby changed into three
shares of Class A Stock with no par value.
be deleted and that the following two paragraphs be substituted for the present
first two paragraphs of Article Fourth of the Amended Articles of Incorporation:
FOURTH: the maximum number of shares of stock which the
Corporation is authorized to have outstanding is 17,500,000 shares
with no par value, of which 15,000,000 shares shall be known and
designated as Common Stock and 2,500,000 shares shall be known and
designated as Class A Stock.
Each issued and outstanding share of Common Stock with no par
value is hereby changed into two shares of Common Stock with no
par value and each issued and outstanding share of Class A Stock
with no par value is hereby changed into two shares of Class A
Stock with no par value.
IN WITNESS WHEREOF, Paul H. Granzow, as Chairman of the Board of
Directors, and Otto F. Stock, as Secretary, acting for and on behalf of The
Standard Register Company have hereunto subscribed their names and caused the
seal of The Standard Register Company to be hereunto affixed this 24th day of
April, 1985.
THE STANDARD REGISTER COMPANY,
an Ohio Corporation
By /s/Paul H. Granzow
-----------------------
Paul H. Granzow
Chairman of the Board
of Directors
By /s/Otto F. Stock
-----------------------
Otto F. Stock,
Secretary
<PAGE> 35
CERTIFICATE OF ADOPTION
BY THE SHAREHOLDERS TO AMENDMENTS
TO THE AMENDED ARTICLES OF INCORPORATION OF
THE STANDARD REGISTER COMPANY
John K. Darragh, who is the President and Chief Executive Officer, and
Otto F. Stock, who is the Secretary of The Standard Register Company, an Ohio
corporation for profit (sometimes hereinafter referred to as the "Corporation"),
with its principal place of business located at 600 Albany Street, Dayton, Ohio
45401-1167, do hereby certify that at the Annual Meeting of Shareholders of The
Standard Register Company which was duly called and held on Wednesday, April 15,
1987, at Dayton, Ohio, at which meeting a quorum of each class of shareholders
was present in person or by proxy, the following resolutions were adopted by the
affirmative vote of the holders of shares entitled under the Amended Articles of
Incorporation to exercise two-thirds of the voting power of The Standard
Register Company on each of the following resolutions and also by the
affirmative vote of seventy-five percent (75%) of the outstanding Common Stock
voting separately as a class:
RESOLVED, that the first two paragraphs of Article Fourth of the Amended
Articles of Incorporation of The Standard Register Company which provides as
follows:
FOURTH: The maximum number of shares of all classes of
stock which the Corporation is authorized to have outstanding is
17,500,000 shares with no par value, of which 15,000,000 shall be
known and designated as Common Stock and 2,500,000 shall be known
and designated as Class A Stock.
<PAGE> 36
Each issued and outstanding share of Common Stock with
no par value each is hereby changed into two shares of Common
Stock with no par value, and each issued and outstanding share of
Class A Stock with no par value is hereby changed into two shares
of Class A Stock with no par value.
be deleted and that the following two paragraphs be substituted for the present
two paragraphs of Article Fourth of the Amended Articles of Incorporation:
FOURTH: The maximum number of shares of stock which the
Corporation is authorized to have outstanding is 35,225,000
shares, of which 30,500,000 shares shall be known and designated
as Common Stock and 4,725,000 shares shall be known and designated
as Class A Stock. Each share of Common Stock and Class A Stock
shall have a par value of $1.00.
Each issued and outstanding share of Common Stock with
no par value is hereby changed into two shares of Common Stock
with a par value of $1.00 each, and each issued and outstanding
share of Class A Stock with no par value is hereby changed into
two shares of Class A Stock with a par value of $1.00 each.
IN WITNESS WHEREOF, John K. Darragh, as President and Chief
Executive Officer, and Otto F. Stock, as Secretary, acting for and on behalf of
The Standard Register Company have hereunto subscribed their names and caused
the seal of The Standard Register Company to be hereunto affixed this 29th day
of April, 1987.
THE STANDARD REGISTER COMPANY
an Ohio corporation
By /s/John K. Darragh
---------------------------
John K. Darragh, President
and Chief Executive Officer
By /s/Otto F. Stock
---------------------------
Otto F. Stock, Secretary
<PAGE> 37
CERTIFICATE OF AMENDMENT BY THE SHAREHOLDERS
TO THE AMENDED ARTICLES OF INCORPORATION OF
THE STANDARD REGISTER COMPANY
Peter S. Redding, who is the President and Chief Executive Officer, and
Rebecca A. Kagan, who is the Secretary of The Standard Register Company, an Ohio
corporation for profit (sometimes hereinafter referred to as the "Corporation"),
with its principal place of business located at 600 Albany Street, Dayton, Ohio
45401-1167, do hereby certify that at the Annual Meeting of Shareholders of The
Standard Register Company which was duly called and held on Wednesday, April 19,
1995, at Dayton, Ohio, at which meeting a quorum of each class of shareholders
was present in person or by proxy, the following resolution was adopted by the
affirmative vote of the holders of shares entitled under the Amended Articles of
Incorporation to exercise two-thirds of the voting power of The Standard
Register Company:
RESOLVED, that the first two paragraphs of Article Fourth of the Amended
Articles of Incorporation of The Standard Register Company which presently
provides as follows:
FOURTH: The maximum number of shares of all classes of
stock which the Corporation is authorized to have outstanding is
35,225,000 shares, of which 30,500,000 shares shall be known and
designated as Common Stock and 4,725,000 shares shall be known and
designated as Class A Stock. Each share of Common Stock and Class
A Stock shall have a par value of $1.00.
Each issued and outstanding share of Common Stock with
no par value is hereby changed into two shares of Common Stock
with a par value of $1.00 each, and each issued and outstanding
share of
<PAGE> 38
Class A Stock with no par value is hereby changed into two shares
of Class A Stock with a par value of $1.00 each.
be deleted and that the following paragraph be substituted for the first two
paragraphs of Article Fourth of the Amended Articles of Incorporation:
FOURTH: The maximum number of shares of stock which the
Corporation is authorized to have outstanding is 55,225,000
shares, of which 50,500,000 shares shall be known and designated
as Common Stock and 4,725,000 shares shall be known and designated
as Class A Stock. Each share of Common Stock and Class A Stock
shall have a par value of $1.00.
IN WITNESS WHEREOF, Peter S. Redding, as President and Chief Executive
Officer, and Rebecca A. Kagan, as Secretary, acting for and on behalf of The
Standard Register Company have hereunto subscribed their names and caused the
seal of The Standard Register Company to be hereunto affixed this 15th day of
May 1995.
THE STANDARD REGISTER COMPANY
an Ohio corporation
By /s/Peter S. Redding
---------------------------
Peter S. Redding
Chief Executive Officer
By /s/Rebecca A. Kagan
---------------------------
Rebecca A. Kagan
Secretary
<PAGE> 1
FACSIMILE (513) 579-6956
EXHIBIT 5
April 17, 1996
Direct Dial: (513) 579-6411
The Standard Register Company
600 Albany Street
Dayton, Ohio 45408
Gentlemen:
We have examined the corporate records and proceedings of The Standard
Register Company (the "Corporation") with respect to:
1. The organization of the Corporation;
2. The legal sufficiency of all corporate proceedings of the
Corporation in connection with the creation and issuance of all of the present
outstanding and issued Common Shares of the Corporation;
3. The legal sufficiency of all corporate proceedings taken in
connection with the authorization of the issuance of up to 1,000,000 shares of
Common Stock to be issued under the Corporation's Dividend Reinvestment and
Common Stock Purchase Plans pursuant to Registration Statements filed with the
Securities and Exchange Commission.
Based upon such examination, we are of the opinion:
1. That the Corporation is a duly organized and validly existing
corporation under the laws of the State of Ohio; and
<PAGE> 2
The Standard Register Company
Page 2
April 17, 1996
2. That the Corporation has taken all necessary and required corporate
action in connection with the proposed issuance of the aforesaid 1,000,000
shares of Common Stock and that when issued, delivered and paid for, the
aforesaid 1,000,000 shares of Common Stock will be duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the Corporation
free of any claim of pre-emptive rights.
We hereby consent to be named in the Registration Statements and the
Prospectus parts thereof as the attorneys who will pass upon legal matters in
connection with the aforesaid Common Stock and to the filing of this opinion as
an exhibit to the Registration Statement, and furthermore consent to all
references made to this firm in the Registration Statement.
Yours truly,
KEATING, MUETHING & KLEKAMP
BY:/s/Gary P. Kreider
------------------------
Gary P. Kreider
<PAGE> 1
EX 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 our Report on the Financial Statements and Schedules of
The Standard Register Company included in the Annual Report on Form 10-K for the
year ended December 31, 1995.
/s/BATTELLE & BATTELLE PLL
------------------------------------
Dayton, Ohio
April 17, 1996
<PAGE> 1
<TABLE>
<CAPTION>
EMPLOYEE ENROLLMENT FORM STANDARD REGISTER
ENROLLMENT PROCEDURE
<S> <C>
DIVIDEND REINVESTMENT AND COMMON The payroll deduction can be changed at any time by submitting a written
STOCK PURCHASE PLAN VOLUNTARY notice to the Payroll Department.
PAYROLL DEDUCTION
Voluntary Payroll Deduction Authorized $_________________________________
To enroll in the Dividend Reinvestment and Common
Stock Purchase Plan through voluntary payroll Date_____________________________________________________________________
deduction, complete all sections front and
back on both cards below. Payroll deduction
will begin with the next appropriate pay period.
Both cards below must be returned to: Employee Benefits
Dayton, Ohio
Retain this card for your records
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EMPLOYEE ENROLLMENT FORM - PAYROLL
VOLUNTARY PAYROLL DEDUCTION FOR THE STANDARD REGISTER
PURCHASE OF COMMON STOCK EMPLOYEE AUTHORIZATION
<S> <C>
Employee Name______________________________________________Mail Code_______________Social Security Number__________________________
Deduction $__________________________________($25 minimum per month)
I hereby authorize and request you to make deductions of the above amount ($25 minimum) from my wages or salary commencing with the
next appropriate pay period and continuing each month until I either change the amount of each deductions or cancel them or until
the Corporation discontinues making deductions under this authorization. The amounts so deducted are to be used for purchasing
shares of Standard Register Common Stock and are to be paid over for this purpose to the Dividend Reinvestment Section. Corporate
Trust Department, Wachovia Bank of North Carollina, N.A., Winston-Salem, NC.
Signed ____________________________________________________________________________Date_____________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EMPLOYEE ENROLLMENT FORM - AGENT STANDARD REGISTER
DIVIDEND REINVESTMENT AND COMMON STOCK EMPLOYEE AUTHORIZATION
PURCHASE PLAN
I (we) hereby appoint Wachovia Bank of North Carolina, N.A., ("Wachovia Bank"), or its successor as appointed by Standard Register
("Corporation"), as my Agent, subject to the terms and conditions of the Dividend Reinvestment and Common Stock Purchase Plan
("Plan") as set forth in the accompanying Prospectus, receipt of which is hereby acknowledged. I authorize Wachovia Bank, as such
Agent, to apply my dividends, distributions and such cash deposits as it may receive from me to purchase full and fractional
shares of the Corporation's Common Stock. I understand that I may make optional cash payments along with voluntary payroll
deductions of not less than $25 per month nor more than $60,000 per year. If I am a shareholder of record and want dividends on
shares registered in my name only to reinvest in Common Stock, I will complete and return to the Agent a Shareholder
Authorization Card.
<S> <C>
Employee Name___________________________________________________Home Address_______________________________________________________
Social Security Number_________________________Date_____________ _______________________________________________________
Signature_______________________________________________________ _______________________________________________________
Substitute Form W-9 Must Be Completed On Reverse Of This Card
</TABLE>
<PAGE> 2
FEDERAL TAX WITHHOLDING
Federal law requires each shareholder to provide the Agent with a correct
Taxpayer Identification Number ("TIN"- your Social Security Number if you are
an individual) on a Substitute Form W-9 set forth in the box below. If the
Agent is not provided with the correct TIN, you may be subject to a $50 penalty
by the IRS and payments that are made to you may be subject to backup
withholding.
Part 1 - Your TIN should be included as indicated in the Substitute Form
W-9 below.
PART 2 - If you are subject to backup withholding you should also check the
box in Part 2. By checking this box, you are certifying that you have been
notified by the IRS that you are subject to backup withholding as a result
of failure to report all interest and dividend income or that the IRS has
notified you that you are subject to backup withholding.
If backup withholding applies, the Agent is required to withhold 31 percent
of any payments to be made to the shareholder. Backup withholding is not
an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained by filing a
tax return with the IRS. The Agent cannot refund amounts withheld by
reason of backup withholding. Certain shareholders, such as corporations
and certain foreign individuals are exempt from backup withholding and
should so indicate by writing exempt on the Substitute Form W-9.
PART 3 - If you have not been issued a TIN but you have either applied for
one or intend to apply for one in the near future check the box in Part 3.
If the TIN is not provided to the Agent within 60 days, future payments, if
any, will be subject to backup withholding.
<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________________
| <S> | <C> <C> |
| | PART 1 - Please provide your TIN in the space at TIN, Social Security Number OR |
| SUBSTITUTE | the right and certify by signing and dating below. Employer Identification Number |
| FORM W-9 | ______________________________ |
| |____________________________________________________________________________________________________________|
| Department of | |
| the Treasury | PART 2 - Check this box / / If you ARE subject to withholding under the provisions of the Internal |
| Internal Revenue | Revenue Code of 1986 because (a) you have been notified that you are subject to backup withholding as a |
| Service | result of failure to report all interest or dividends or (b) the Internal Revenue Service has notified |
| | you that you are subject to backup withholding. |
| Payer's Request |____________________________________________________________________________________________________________|
| for Taxpayer | | |
| Identification | CERTIFICATION - Under the penalties of perjury, I certify that | PART 3 - |
| Number (TIN) | the information provided on this form is true, correct and complete. | Awaiting TIN / / |
| | |_______________________|
| | |
| | __________________________________________________________ _______________________________________ |
| | Signature Date |
|____________________|____________________________________________________________________________________________________________|
NOTE: FAILURE TO COMPLETE THE INFORMATION REQUESTED ON THE SUBSTITUTE FORM W-9 ABOVE MAY RESULT IN BACKUP WITHHOLDING OF 31 PERCENT
OF ANY PAYMENTS MADE TO YOU.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
STANDARD REGISTER SHAREHOLDER AUTHORIZATION CARD
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
<S> <C>
Please enroll me in the Dividend Reinvestment and Common Stock
I (we) hereby appoint Wachovia Bank of North Carolina, N.A., Purchase Plan as indicated below (check one box only):
("Wachovia Bank"), or its successor as appointed by Standard
Register ("Corporation"), as my Agent, subject to the terms / / Dividend Reinvestment - I wish to apply dividends on all
and conditions of the Dividend Reinvestment and Common shares of The Standard Register Company Common Stock
Stock Purchase Plan ("Plan") as set forth in the registered in my name to purchase additional shares and
accompanying Prospectus, receipt of which is hereby also have the option of investing cash payments from a
acknowledged. I authorize Wachovia Bank, as such Agent, to minimum of $25 to $60,000 per year.
apply my dividends and distributions as selected below
and such cash deposits as it may receive from me toward the / / Partial Dividend Reinvestment - I wish to reinvest the
purchase of full and fractional shares of Common Stock dividends on only ________________ shares registered in
of the Corporation. I understand that I may make my name and also have the option of investing cash payments
optional cash payments of not less than $25 nor more from a minimum of $25 to $60,000 per year.
than $60,000 per year.
/ / Optional Cash Payments Only - I wish to invest in Standard
Optional Cash Payment Enclosed (If Any) $_____________ Register Common Stock by making only optional cash payments
from a minimum of $25 to $60,000 per year to the Plan.
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
MAIL TO:
<S> <C>
Wachovia Bank of North Carolina, N.A. I authorize the Corporation to pay to Wachovia Bank for my account all
Dividend Reinvestment Section cash dividends on the shares indicated hereon and/or receive optional
Post Office Box 3001 cash payments for the purchase of additional common shares. This
Winston-Salem, North Carolina 27102 appointment and authorization is given with the understanding that,
subject to the procedures established under the Plan, I may terminate my
PLEASE MAKE CHECK PAYABLE TO: participation in the Plan by so notifying Wachovia Bank in writing
Wachovia Bank of North Carolina, N.A. ________________________________________________________________________
Signature(s) Sign exactly as name or names appear on reverse side or on
An optional cash payment may be made at the stock certificate.
time of enrollment.
________________________________________________________________________
[LOGO] Standard Register Signature(s) Sign exactly as name or names appear on reverse side or on
Printed in U.S.A. stock certificate.
(C) 1996 The Standard Register Company
Printed by STANFAST-Eagan, MN. ________________________________________________________________________
Printed on recycled paper Social security or tax identification number
________________________________________________________________________
Date of authorization
(_________)_____________________________________________________________
Shareholder's daytime telephone number
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
BOARD MEMBER ENROLLMENT FORM - AGENT STANDARD REGISTER
VOLUNTARY INVESTMENT OF DIRECTORS' FEES FOR THE BOARD MEMBER AUTHORIZATION
PURCHASE OF COMMON STOCK
<S> <C>
A shareholder account should be opened as follows for investment
I (We) hereby appoint Wachovia Bank of North Carolina, N.A., of my directors' fees in the Plan.
("Wachovia Bank"), or its successor as appointed by Standard
Register ("Corporation"), as my Agent, subject to the terms / / I AM NOT currently a shareholder on the Corporations's
and conditions of the Dividend Reinvestment and Common record list. A shareholder account should be opened
Stock Purchase Plan ("Plan") as set forth in the for the investment of my directors' fees in the Plan.
accompanying Prospectus, receipt of which is hereby
acknowledged. I authorize Wachovia Bank, as such Agent, to / / I AM a shareholder on the Corporation's record list.
apply my dividends, distributions and such cash deposits I prefer a new shareholder account to be opened for the
as it may receive from me to purchase full and fractional investment of my directors' fees in the Plan.
shares of the Corporation's Common Stock. I understand
that I may make optional cash payments along with / / I AM a shareholder on the Corporations's record list.
voluntary investment of directors' fees of not less than Investment of my directors' fees should be made in this
$25 nor more than $60,000 per year. shareholder Plan account. The shareholder account
number is as follows:
__________________________________________________________
Name ___________________________________________________________
Account Number
__________________________________________________________
Social Security Number ___________________________________________________________
Shareholder Account Name(s)
_________________________________________________________
Address ___________________________________________________________
Shareholder Account Name(s)
_________________________________________________________
If dividends being paid to this shareholder account are not
_________________________________________________________ reinvesting, I will request a Shareholder Authorization Card
Signature to complete and return it to the agent if I wish to have
these dividends reinvest.
_________________________________________________________
Date
</TABLE>
SUBSTITUTE FORM W-9 MUST BE COMPLETED ON REVERSE OF THIS CARD
NOTE: THIS CARD SHOULD BE RETURNED TO CORPORATE SECRETARY, DAYTON, OHIO
<PAGE> 6
FEDERAL TAX WITHHOLDING
Federal law requires each shareholder to provide the Agent with a correct
Taxpayer Identification Number ("TIN"- your Social Security Number if you are
an individual) on a Substitute Form W-9 set forth in the box below. If the
Agent is not provided with the correct TIN, you may be subject to a $50 penalty
by the IRS and payments that are made to you may be subject to backup
withholding.
Part 1 - Your TIN should be included as indicated in the Substitute Form
W-9 below.
PART 2 - If you are subject to backup withholding you should also check the
box in Part 2. By checking this box, you are certifying that you have been
notified by the IRS that you are subject to backup withholding as a result
of failure to report all interest and dividend income or that the IRS has
notified you that you are subject to backup withholding.
If backup withholding applies, the Agent is required to withhold 31 percent
of any payments to be made to the shareholder. Backup withholding is not
an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained by filing a
tax return with the IRS. The Agent cannot refund amounts withheld by
reason of backup withholding. Certain shareholders, such as corporations
and certain foreign individuals are exempt from backup withholding and
should so indicate by writing exempt on the Substitute Form W-9.
PART 3 - If you have not been issued a TIN but you have either applied for
one or intend to apply for one in the near future check the box in Part 3.
If the TIN is not provided to the Agent within 60 days, future payments, if
any, will be subject to backup withholding.
<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________________
| <S> | <C> <C> |
| | PART 1 - Please provide your TIN in the space at TIN, Social Security Number OR |
| SUBSTITUTE | the right and certify by signing and dating below. Employer Identification Number |
| FORM W-9 | ______________________________ |
| |____________________________________________________________________________________________________________|
| Department of | |
| the Treasury | PART 2 - Check this box / / If you ARE subject to withholding under the provisions of the Internal |
| | Revenue Code of 1986 because (a) you have been notified that you are subject to backup withholding as a |
| Internal Revenue | result of failure to report all interest or dividends or (b) the Internal Revenue Service has |
| Service | notified you that you are subject to backup withholding. |
| Payer's Request |____________________________________________________________________________________________________________|
| for Taxpayer | | |
| Identification | CERTIFICATION - Under the penalties of perjury, I certify that | PART 3 - |
| Number (TIN) | the information provided on this form is true, correct and complete. | Awaiting TIN / / |
| | |_______________________|
| | |
| | __________________________________________________________ _______________________________________ |
| | Signature Date |
|____________________|____________________________________________________________________________________________________________|
NOTE: FAILURE TO COMPLETE THE INFORMATION REQUESTED ON THE SUBSTITUTE FORM W-9 ABOVE MAY RESULT IN BACKUP WITHHOLDING OF 31
PERCENT OF ANY PAYMENTS MADE TO YOU.
</TABLE>
