As filed with the Securities and Exchange Commission on December 23, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated THE STANDARD REGISTER COMPANY I.R.S. Employer
Under the Laws 600 ALBANY STREET Identification No.
of Ohio DAYTON, OHIO 45401 31-0455440
(513) 443-1000
Deferred Compensation Plan
Management Incentive Compensation Plan
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To To Be Price Offering Registration
Be Registered Registered(1) Per Unit(2) Price(2) Fee(3)
- --------------------------------------------------------------------------------
Deferred
Compensation
Obligations $1,500,000 $1 $1,500,000
Common Stock,
par value
$1.00 per share 15,000 Shares $34.9375 $524,062.50 $687
- --------------------------------------------------------------------------------
(1) This Registration Statement is filed for up to $1,500.000 in cash Deferred
Compensation Obligations issuable pursuant to The Standard Register Company
Deferred Compensation Plan and 15,000 shares of the common stock, $1.00 par
value per share, of The Standard Register Company issuable in connection
with its Management Incentive Compensation Plan.
(2) Estimated solely for purposes of calculating registration fee.
(3) Registration fee has been calculated pursuant to Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by The Standard Register Company (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 30, 1997, June 29, 1997 and September 28, 1997; and
3. The description of the Common Stock contained on the Company's Form
8-A Registration Statement under the Securities Exchange Act of 1934
effective May 13, 1996.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all Common Stock
offered has been sold or which deregisters all Common Stock then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
This Registration Statement registers up to $1,500,000 in Deferred
Compensation Obligations issuable pursuant to The Standard Register Company
Deferred Compensation Plan and 15,000 shares of the common stock of The Standard
Register Company issuable in connection with its Management Incentive
Compensation Plan. The common stock issuable under the Management Incentive
Compensation Plan is described in documents incorporated by reference in this
Registration Statement as set forth above.
Under the Deferred Compensation Plan, the Company will provide eligible
employees the opportunity to defer a specified percentage of their compensation.
The obligation of the Company ultimately to pay such deferred amounts in
accordance with the Deferred Compensation Plan (the "Deferred Obligations") will
be unsecured general obligations of the Company and will rank pari passu with
other unsecured and unsubordinated indebtedness of the Company from time to time
outstanding.
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The amount of compensation to be deferred by each participating employee
will be determined in accordance with the Deferred Compensation Plan based on
elections by the employee. Each distribution under the Deferred Compensation
Plan will be made on a date selected by the employee participant in accordance
with the terms of the Deferred Compensation Plan.
Participants' accounts will be adjusted for earnings determined by deemed
investment vehicles elected by participants. The the Board of Directors of the
Company may amend the possible deemed investment vehicles from time to time in
its sole discretion. Such obligations will be denominated and be payable in
United States dollars.
Any employee participant's right or the right of any other person to the
Deferred Obligations cannot be transferred, pledged, or encumbered except by a
written designation of a beneficiary under the Deferred Compensation Plan.
The Deferred Obligations are not subject to redemption, in whole or in
part, prior to the individual payment dates specified by the participating
employees, at the option of the Company or through operation of a mandatory or
optional sinking fund of analogous provision. However, the Company reserves the
right to amend or terminate the Deferred Compensation Plan at any time, except
that no such amendment or termination shall reduce retroactively the right of an
employee participant to the balance of his or her deferred account as of the
date of such amendment or termination.
The Deferred Obligations are not convertible into another security of the
Company. The Deferred Obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the Company. No
trustee has been appointed having the authority to take action with respect to
the Deferred Obligations and each employee participant will be responsible for
acting independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Deferred Obligations, enforcing covenants and taking action upon a default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby will be passed upon for the
Company by Keating, Muething & Klekamp, P.L.L., 1800 Provident Tower, One East
Fourth Street, Cincinnati, Ohio 45202.
ITEM 6. 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
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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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Management Incentive Compensation Plan (incorporated by reference to
the Company's Proxy Statement dated March 21, 1997)
4.2 Form of Deferred Compensation Plan
5 Opinion of Counsel.
23.1 Consent of Counsel (contained on Exhibit 5).
23.2 Consent of Battelle & Battelle PLL.
24 Power of Attorney (contained on the signature page).
ITEM 9. UNDERTAKINGS
9.1 The undersigned Registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
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1. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
2. to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
3. 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;
9.2 The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-ef9fective 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.
9.3 The undersigned Registrant hereby undertakes 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.
9.4 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.
9.5 Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
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being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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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 Dayton, Ohio, on December 23, 1997.
THE STANDARD REGISTER COMPANY
BY: 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 Paul H. Granzow, Peter S. Redding or Craig
J. Brown as their attorney-in-fact to sign all amendments, including
post-effective amendments, to this Registration Statement.
Signature Capacity Date
--------- -------- ----
* Peter S. Redding
- ------------------------ President, Chief December 23, 1997
Peter S. Redding Executive Officer
and Director
(Principal
Executive Officer)
* Craig J. Brown
- ------------------------ Senior Vice President - December 23, 1997
Craig J. Brown Administration,
Treasurer and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
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Signature Capacity Date
--------- -------- ----
*Paul H. Granzow
- ------------------------ Chairman of the December 23, 1997
Paul H. Granzow Board of Directors
*Roy W. Begley , Jr.
- ------------------------ Director December 23, 1997
Roy W. Begley, Jr.
*F. David Clarke, III
- ------------------------ Director December 23, 1997
F. David Clarke, III
*
- ------------------------ Director December __, 1997
Graeme G. Keeping
*
- ------------------------ Director December __, 1997
Dennis L. Rediker
*
- ------------------------ Director December __, 1997
Ann Scavullo
* John J. Schiff, Jr.
- ------------------------ Director December 23, 1997
John J. Schiff, Jr.
*Charles F. Sherman
- ------------------------ Director December 23, 1997
Charles F. Sherman
* John Q. Sherman, II
- ------------------------ Director December 23, 1997
John Q. Sherman, II
THE STANDARD REGISTER COMPANY
DEFERRED COMPENSATION PLAN
EFFECTIVE - JANUARY 1, 1998
<PAGE>
THE STANDARD REGISTER COMPANY
DEFERRED COMPENSATION PLAN
Table of Contents
Page
----
ARTICLE I.....................................................................1
1.1 Statement of Purpose..............................................1
ARTICLE II. DEFINITIONS.......................................................1
2.1 Account...........................................................1
2.2 Base Salary.......................................................1
2.3 Beneficiary.......................................................1
2.4 Board.............................................................1
2.5 Bonus.............................................................2
2.6 Change in Control.................................................2
2.7 Code..............................................................3
2.8 Committee.........................................................3
2.9 Compensation......................................................3
2.10 Company..........................................................3
2.11 Credited Service.................................................3
2.12 Deferral Account.................................................3
2.13 Deferral Benefit.................................................3
2.14 Deferral Election................................................3
2.15 Disability.......................................................4
2.16 Early Retirement.................................................4
2.17 Eligible Employee................................................4
2.18 Employer.........................................................4
2.19 Hardship Withdrawal..............................................4
2.20 Investment Return Rate...........................................4
2.21 Participant......................................................4
2.22 Participation Agreement..........................................4
2.23 Plan.............................................................5
2.24 Plan Year........................................................5
2.25 Retirement.......................................................5
2.26 Selected Affiliate...............................................5
2.27 Valuation Date...................................................5
ARTICLE III..ELIGIBILITY AND PARTICIPATION....................................5
3.1 Eligibility.......................................................5
3.2 Participation.....................................................6
3.3 Change in Participation Status....................................6
3.4 Ineligible Participant............................................6
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ARTICLE IV..DEFERRAL OF COMPENSATION..........................................6
4.1 Amount of Deferral................................................6
4.2 Crediting Deferred Compensation...................................7
ARTICLE V..BENEFIT ACCOUNTS...................................................7
5.1 Valuation of Account..............................................7
5.2 Crediting of Investment Return....................................7
5.3 Statement of Account..............................................7
5.4 Vesting of Account................................................8
5.5 Investment Vehicles...............................................8
5.6 Transfers from Other Plan.........................................8
ARTICLE VI..PAYMENT OF BENEFITS...............................................8
6.1 Payment of Deferral Benefit upon Death,
Disability or Retirement..........................................8
6.2 Payment of Deferral Benefit upon Termination......................9
6.3 Payments to Beneficiaries.........................................9
6.4 Hardship Withdrawal - "Haircut" Provisions........................9
6.5 Hardship Withdrawal...............................................9
6.6 Form of Payment..................................................10
6.7 Commencement of Payments.........................................10
6.8 Small Benefit....................................................10
ARTICLE VII..BENEFICIARY DESIGNATION.........................................11
7.1 Beneficiary Designation..........................................11
7.2 Change of Beneficiary Designation................................11
7.3 No Designation...................................................11
7.4 Effect of Payment................................................11
ARTICLE VIII..ADMINISTRATION.................................................11
8.1 Committee........................................................11
8.2 Agents...........................................................12
8.3 Binding Effect of Decisions......................................12
8.4 Indemnification of Committee.....................................12
ARTICLE IX..AMENDMENT AND TERMINATION OF PLAN................................12
9.1 Amendment........................................................12
9.2 Termination......................................................12
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ARTICLE X..MISCELLANEOUS.....................................................13
10.1 Funding.........................................................13
10.2 Nonassignability................................................13
10.3 Legal Fees and Expenses.........................................13
10.4 Captions........................................................14
10.5 Governing Law...................................................14
10.6 Successors......................................................14
10.7 Right to Continued Service......................................14
EXHIBIT A....................................................................16
EXHIBIT B....................................................................17
<PAGE>
ARTICLE I
1.1 STATEMENT OF PURPOSE
This is the The Standard Register Company Deferred Compensation Plan (the
"Plan") made in the form of this Plan and in related agreements between the
Employer and certain management or highly compensated employees. The purpose of
the Plan is to provide management and highly compensated employees of the
Employer with the option to defer the receipt of portions of their compensation
payable for services rendered to the Employer. It is intended that the Plan will
assist in attracting and retaining qualified individuals to serve as officers
and managers of the Employer. The Plan is effective as of January 1, 1998.
ARTICLE II
DEFINITIONS
When used in this Plan and initially capitalized, the following words and
phrases shall have the meanings indicated:
2.1 ACCOUNT.
"Account" means a Participant's Deferral Account.
2.2 BASE SALARY.
"Base Salary" means a Participant's base earnings paid by an Employer to a
Participant without regard to any increases or decreases in base earnings as a
result of (i) an election to defer base earnings under this Plan or (ii) an
election between benefits or cash provided under a Plan of an Employer
maintained pursuant to Section 125 or 401(k) of the Code and as limited in
Exhibit B attached hereto.
2.3 BENEFICIARY.
"Beneficiary" means the person or persons designated or deemed to be designated
by the Participant pursuant to Article VII to receive benefits payable under the
Plan in the event of the Participant's death.
2.4 BOARD.
"Board" means the Board of Directors of the Company.
1
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2.5 BONUS.
"Bonus" means a Participant's bonus or sales commission paid by the Employer to
a Participant under the plans listed in Exhibit B attached hereto and to the
degree limited in Exhibit B, as applicable, without regard to any decreases as a
result of (i) an election to defer all or any portion of a bonus under this Plan
or (ii) an election between benefits or cash provided under a plan of the
Employer maintained pursuant to Section 401(k) of the Code.
2.6 CHANGE IN CONTROL.
"Change in Control" shall mean a change in control of the Company of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Exchange Act, whether or not the Company
is then subject to such reporting requirement, provided, however, that, anything
in this Agreement to the contrary notwithstanding, a Change in Control shall be
deemed to have occurred if:
(a) Any individual, partnership, firm, corporation, association, trust,
unincorporated organization or other entity or person, or any syndicate or group
deemed to be a person under Section 14 (d) (2) of the Exchange Act, becomes the
"beneficial owner" (as defined in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act), directly or indirectly, of securities of
the Company representing 30% or more of the combined voting power of the
Company's then outstanding securities entitled to vote in the election of
directors of the Company, except that shares deemed beneficially owned by any
Trustee under the Last Will and Testament of John Q. Sherman, deceased, or a
trust created under an Agreement with William C. Sherman dated December 29,
1939, shall not be considered beneficially owned for purposes of this
subparagraph.
(b) During any period of two (2) consecutive years (not including any
period prior to the execution of this Plan) individuals who at the beginning of
such period constituted the Board and any new directors, whose election by the
Board or nomination for election by the Company's shareholders was approved by a
vote of at least three-fourths (3/4ths) of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved (the "Incumbent Directors"),
cease for any reason to constitute a majority thereof;
(c) There occurs a reorganization, merger, consolidation or other
corporate transaction involving the Company (a "Transaction"), in each case,
with respect to which the shareholders of the Company immediately prior to such
Transaction do not, immediately after the Transaction, own more than 50 percent
of the combined voting power of the Company or other corporation resulting from
such Transaction; or
(d) All or substantially all of the assets of the Company are sold,
liquidated or distributed.
2
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2.7 CODE.
"Code" means the Internal Revenue Code of 1986, as amended.
2.8 COMMITTEE.
"Committee" has the meaning set forth in Section 8.1.
2.9 COMPENSATION.
"Compensation" means the Base Salary, Commission and Bonus, payable with respect
to an Eligible Employee for each PlanYear.
2.10 COMPANY.
"Company" means The Standard Register Company and Selected Affiliates (Standard
Register) and any successor(s) thereto.
2.11 CREDITED SERVICE.
"Credited Service" means the sum of all periods of a Participant's employment by
the Company or a Selected Affiliate for which vesting service credit is given
under the The Standard Register Company 401(k) Plan.
2.12 DEFERRAL ACCOUNT.
"Deferral Account" means the account maintained on the books of the Employer for
the purpose of accounting for the amount of Compensation that each Participant
elects to defer under the Plan and for the amount of investment return credited
thereto for each Participant pursuant to Article V.
2.13 DEFERRAL BENEFIT.
"Deferral Benefit" means the benefit payable to a Participant or his or her
Beneficiary pursuant to Article VI.
2.14 DEFERRAL ELECTION.
"Deferral Election" means the written election made by a Participant to defer
Compensation pursuant to Article IV.
3
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2.15 DISABILITY.
"Disability" means a Participant's Disability as defined under the Company's
Long Term Disability Plan or its successors.
2.16 EARLY RETIREMENT.
"Early Retirement" will be as granted by the Committee at its sole discretion.
2.17 ELIGIBLE EMPLOYEE.
"Eligible Employee" means a highly compensated or management employee of the
Company who is designated by the Committee, by name or group or description, in
accordance with Section 3.1 as eligible to participate in the Plan.
2.18 EMPLOYER.
"Employer" means, with respect to a Participant, the Company or the Selected
Affiliate which pays such Participant's Compensation.
2.19 HARDSHIP WITHDRAWAL.
"Hardship Withdrawal" has the meaning set forth in Section 6.5.
2.20 INVESTMENT RETURN RATE.
"Investment Return Rate" means:
(a) In the case of an investment named in Exhibit C of a fixed income
nature, the interest deemed to be credited,
(b) In the case of an investment named in Exhibit C of an equity
investment nature, the increase and decrease in deemed value and dividends
deemed to be credited.
2.21 PARTICIPANT.
"Participant" means any Eligible Employee who elects to participate by filing a
Participation Agreement.
2.22 PARTICIPATION AGREEMENT.
"Participation Agreement" means the agreement filed by a Participant, in the
form prescribed by the Committee, pursuant to Section 3.2.
4
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2.23 PLAN.
"Plan" means The Standard Register Company Deferred Compensation Plan, as
amended from time to time.
2.24 PLAN YEAR.
"Plan Year" means a twelve-month period commencing January 1 and ending the
following December 31.
2.25 RETIREMENT.
"Retirement" means the termination of a Participant who has reached age 55.
2.26 SELECTED AFFILIATE.
"Selected Affiliate" means (1) any company in an unbroken chain of companies
beginning with the Company if each of the companies other than the last company
in the chain owns or controls, directly or indirectly, stock possessing not less
than 50 percent of the total combined voting power of all classes of stock in
one of the other companies, or (2) any partnership or joint venture in which one
or more of such companies is a partner or venturer, each of which shall be
selected by the Committee.
2.27 VALUATION DATE.
"Valuation Date" means a date on which the amount of a Participant's Account is
valued as provided in Article V. The Valuation Date shall be the end of the Plan
Year and any other date determined by the Committee.
6 ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY.
Eligibility to participate in the Plan is limited to Eligible Employees. From
time to time and subject to Section 3.4, the Committee shall prepare, and attach
to the Plan as Exhibit A, a complete list of the Eligible Employees, by
individual name or by reference to an identifiable group of persons or by
descriptions of the components of compensation of an individual which would
qualify individuals who are eligible to participate and all of whom shall be a
select group of management or highly compensated employees.
6 5
<PAGE>
3.2 PARTICIPATION.
Participation in the Plan shall be limited to Eligible Employees who elect to
participate in the Plan by filing a Participation Agreement with the Committee.
An Eligible Employee shall commence participation in the Plan upon the first day
of his or her first payroll period following the receipt of his or her
Participation Agreement by the Committee.
3.3 CHANGE IN PARTICIPATION STATUS.
A Participant may change a previously elected percentage during the election
period each December of deferral of base salary and commission or elect to
terminate his or her participation in the Plan. Changes will only become
effective as of the beginning of the next Plan Year following receipt of the
change in election by the Committee and in accordance with the Company's
prevailing administrative procedures. Amounts credited to such Participant's
Account with respect to periods prior to the effective date of such termination
shall continue to be payable pursuant to, receive investment credit on, and
otherwise be governed by, the terms of the Plan.
3.4 INELIGIBLE PARTICIPANT.
Notwithstanding any other provisions of this Plan to the contrary, if the
Committee determines that any Participant may not qualify as a "management or
highly compensated employee" within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or regulations thereunder,
the Committee may determine, in its sole discretion, that such Participant shall
cease to be eligible to participate in this Plan. Upon such determination, the
Employer shall make a sum payment to the Participant equal to the amount
credited to his Account as soon as administratively practicable. Upon such
payment, no benefit shall thereafter be payable under this Plan either to the
Participant or any Beneficiary of the Participant, and all of the Participant's
elections as to the time and manner of payment of his Account will be deemed to
be canceled.
ARTICLE IV
DEFERRAL OF COMPENSATION
4.1 AMOUNT OF DEFERRAL.
With respect to each Plan Year, a Participant may elect to defer a specified
percentage of his or her Compensation up to the percentage of compensation
defined and the terms described in Exhibit B attached hereto.
6
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4.2 CREDITING DEFERRED COMPENSATION.
The amount of Compensation that a Participant elects to defer under the Plan
shall be credited by the Employer to the Participant's Deferral Account
periodically, the frequency of which will be determined by the Committee. To the
extent that the Employer is required to withhold any taxes or other amounts from
a Participant's Deferred Compensation pursuant to any state, federal or local
law, such amounts shall be withheld only from the Participant's compensation
before such amounts are credited.
ARTICLE V
BENEFIT ACCOUNTS
5.1 VALUATION OF ACCOUNT.
As of each Valuation Date, a Participant's Account shall consist of the balance
of the Participant's Account as of the immediately preceding Valuation Date,
plus the Participant's Deferred Compensation credited pursuant to Section 4.2
since the immediately preceding Valuation Date, plus investment return credited
as of such Valuation Date pursuant to Section 5.2, minus the aggregate amount of
distributions, if any, made from such Account since the immediately preceding
Valuation Date.
5.2 CREDITING OF INVESTMENT RETURN.
As of each Valuation Date, each Participant's Deferral Account shall be
increased by the amount of investment return earned since the immediately
preceding Valuation Date. Investment return shall be credited at the Investment
Return Rate as of such Valuation Date based on the average balance of the
Participant's Deferral Account since the immediately preceding Valuation Date,
but after such Accounts have been adjusted for any contributions or
distributions to be credited or deducted for such period. Investment return for
the period prior to the first Valuation Date applicable to a Deferral Account
shall be deemed earned ratably over such period. Until a Participant or his or
her Beneficiary receives his or her entire Account, the unpaid balance thereof
shall earn an investment return as provided in this Section 5.2.
5.3 STATEMENT OF ACCOUNT.
The Committee shall provide to each Participant, within 30 days after the close
of each calendar quarter, a statement setting forth the balance of such
Participant's Account as of the last day of the preceding calendar quarter and
showing all adjustments made thereto during such calendar quarter.
7
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5.4 VESTING OF ACCOUNT.
Except as provided in Sections 10.1 and 10.2, a Participant shall be 100% vested
in his or her Deferral Account at all times.
5.5 INVESTMENT VEHICLES.
The Company may select investment vehicles owned as general assets by the
Company or as assets of a trust described in Section 10.1 to establish the
Investment Return Rate. The deemed investment vehicles are set forth in Exhibit
C, which the Company may amend from time to time in its sole discretion.
A Participant may request the Company to make deemed investments of the credit
balance of his Account in one or more of such investment vehicles. A Participant
may change the deemed investment of his Account or change the deemed investment
of future credits to his Account and the deemed investment of his existing
Account balance may differ from the deemed investment of future amounts credited
to the Account. Such changes shall be made in accordance with procedures as the
Committee may establish from time to time. Such procedures may regulate the
frequency of such changes and the form of notice required to make such election
or changes. The Committee may also establish a deemed investment which shall
apply if the Participant makes no election.
The effective date of any change shall be the date for which the appropriate
direction to the Company or its designee has been properly received in
accordance with the procedures established by the Committee. The Committee shall
have the right to refuse to honor any Participant direction related to
investments or withdrawals, including transfers among investment options, where
necessary or desirable to assure compliance with applicable law including U.S.
and other securities laws. However, neither the Company nor the Committee
assumes any responsibility for compliance by officers or others with any such
laws, and any failure by the Company or the Committee to delay or dishonor any
such direction shall not be deemed to increase the Company's legal obligations
to the Participant or third parties.
ARTICLE VI
PAYMENT OF BENEFITS
6.1 PAYMENT OF DEFERRAL BENEFIT UPON DEATH, DISABILITY OR RETIREMENT.
Upon the death, Disability, Early Retirement, or Retirement of a Participant,
the Employer shall pay to the Participant or his Beneficiary a Deferral Benefit
equal to the balance of his or her Account determined pursuant to Article V,
less any amounts previously distributed, based on his written election pursuant
to Section 6.6
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6.2 PAYMENT OF DEFERRAL BENEFIT UPON TERMINATION.
Upon the termination of service of the Participant as an employee of the
Employer and all Selected Affiliates for reasons other than death, Disability,
or Retirement, the Employer shall pay to the Participant a Deferral Benefit in a
lump sum equal to the balance of his or her account determined pursuant to
Article V, less any amounts previously distributed, as soon as administratively
practical.
However, in the event of an involuntary termination as a result of a Change of
Control of the Company, the participant may receive his or her Deferral Benefit
based on his/her written election pursuant to Section 6.6. In the event no
written election has been made prior to a Change of Control, then the Deferral
Benefit will be paid in five approximately equal annual installments, the first
of which shall be made in January of the year following termination. Remaining
Deferral Benefit payments will be made in January of subsequent years.
6.3 PAYMENTS TO BENEFICIARIES.
In the event of the Participant's death prior to his or her receipt of all
elected annual installments, his or her Beneficiary will receive the remaining
annual installments at such times as such installments would have become
distributable to the Participant.
6.4 HARDSHIP WITHDRAWAL - "HAIRCUT" PROVISIONS
Notwithstanding any other provision of the Plan, a Participant at any time shall
be entitled to receive, upon written request to the Committee, a lump sum
distribution of up to the entire amount owed to the Participant under the Plan
subject to penalties as set forth below:
(a) The lump-sum will be equal to 90% of the Participant's then
current Deferral Account balance, and;
(b) The remaining balance shall be forfeited by the Participant, and;
(c) The Participant will not be eligible to recommence income
deferrals until the first of the January following a one (1) year period
commencing on the date of withdrawal, and then only if otherwise eligible
to participate under the terms of the Plan.
The amount payable under this section of the Plan shall be paid within sixty
(60) days following receipt of written notice by the Committee.
6.5 HARDSHIP WITHDRAWAL.
In the event that the Committee, under written request of a Participant,
determines, in its sole discretion, that the Participant has suffered an
unforeseeable financial emergency, the Employer shall pay to the Participant, as
soon as practicable following such determination, an amount necessary to meet
the emergency (the "Hardship Withdrawal"), but not exceeding
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the aggregate balance of such Participant's Deferral Account as of the date of
such payment. For purposes of this Section 6.5, an "unforeseeable financial
emergency" shall mean an event that the Committee determines to give rise to an
unexpected need for cash arising from an illness, casualty loss, sudden
financial reversal or other such unforeseeable occurrence. Amounts of Hardship
Withdrawal may not exceed the amount the Committee reasonably determines to be
necessary to meet such emergency needs (including taxes incurred by reason of a
taxable distribution). The amount of the Deferral Benefit otherwise payable
under the Plan to such Participant shall be adjusted to reflect the early
payment of the Hardship Withdrawal.
6.6 FORM OF PAYMENT.
The Deferral Benefit payable pursuant to Section 6.1 shall be paid in one of the
following forms, as elected by the Participant in his or her Participant
Agreement on file as of one (1) year and one (1) day prior to the date of
termination or death:
(a) Annual payments of a fixed amount which shall amortize the Account
balance of the payment commencement date over a period not to exceed fifteen
(15) years (together, in the case of each annual payment, with interest thereon
credited after the payment commencement date pursuant to Section 5.2).
(b) A lump sum as soon as administratively practical.
In the event a Participant fails to make a distribution election, his or her
Account Balance shall be distributed as a lump sum distribution as soon as
administratively practical after his or her termination, death or Disability.
6.7 COMMENCEMENT OF PAYMENTS.
Commencement of payments under Section 6.1 of the Plan shall begin within 60
days following receipt of written notice by the Committee of an event which
entitles a Participant (or a Beneficiary) to payments in lump sum under the Plan
or in the January following the event for annual payment.
6.8 SMALL BENEFIT.
In the event the Committee determines that the balance of a Participant's
Account is less than $5,000 at the time of commencement of payments, or the
portion of the balance of the Participant's Account payable to any Beneficiary
is less than $5,000 at the time of commencement of payments, the Committee may
inform the Employer and the Employer, in its discretion, may choose to pay the
benefit in the form of a lump sum payment, notwithstanding any provision of the
Plan or a Participant election to the contrary. Such lump sum payment shall be
equal to the balance of the Participant's Account or the portion thereof payable
to a Beneficiary.
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ARTICLE VII
BENEFICIARY DESIGNATION
7.1 BENEFICIARY DESIGNATION.
Each Participant shall have the sole right, at any time, to designate any person
or persons as his Beneficiary to whom payment under the Plan shall be made in
the event of his or her death prior to complete distribution to the Participant
of his or her Account. Any Beneficiary designation shall be made in a written
instrument provided by the Committee. All Beneficiary designations must be filed
with the Committee and shall be effective only when received in writing by the
Committee.
7.2 CHANGE OF BENEFICIARY DESIGNATION.
Any Beneficiary designation may be changed by a Participant by the filing of a
new Beneficiary designation, which will cancel all Beneficiary designations
previously filed. The designation of a Beneficiary may be made or changed at any
time without the consent of any person.
7.3 NO DESIGNATION.
If a Participant fails to designate a Beneficiary as provided above, or if all
designated Beneficiaries predecease the Participant, then the Participant's
designated Beneficiary shall be deemed to be the Participant's estate.
7.4 EFFECT OF PAYMENT.
Payment to a Participant's Beneficiary (or, upon the death of a primary
Beneficiary, to the contingent Beneficiary or, if none, to the Participant's
estate) shall completely discharge the Employer's obligations under the Plan.
ARTICLE VIII
ADMINISTRATION
8.1 COMMITTEE.
The administrative committee for the Plan (the "Committee") shall be those
members of the Personnel and Compensation Committee of the Board who are not
Participants, as long as there are at least three such members. The Committee
shall have complete discretion to i) supervise the administration and operation
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of the Plan, ii) adopt rules and procedures governing the Plan from time to
time, and, iii) shall have authority to give interpretive rulings with respect
to the Plan.
8.2 AGENTS.
The Committee may appoint an individual, who may be an employee of the Company,
to be the Committee's agent with respect to the day-to-day administration of the
Plan. In addition, the Committee may, from time to time, employ other agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with counsel who may be counsel to the Company.
8.3 BINDING EFFECT OF DECISIONS.
Any decision or action of the Committee with respect to any question arising out
of or in connection with the administration, interpretation and application of
the Plan shall be final and binding upon all persons having any interest in the
Plan.
8.4 INDEMNIFICATION OF COMMITTEE.
The Company shall indemnify and hold harmless the members of the Committee and
their duly appointed agents under Section 8.2 against any and all claims, loss,
damage, expense or liability arising from any action or failure to act with
respect to the Plan, except in the case of gross negligence or willful
misconduct by any such member or agent of the Committee.
ARTICLE IX
AMENDMENT AND TERMINATION OF PLAN
9.1 AMENDMENT.
The Board of Directors of the Company, on behalf of itself and of each Selected
Affiliate, may at any time amend, suspend or reinstate any or all of the
provisions of the Plan, except that no such amendment, suspension or
reinstatement may adversely affect any Participant's Account, as it existed as
of the day before the effective date of such amendment, suspension or
reinstatement, without such Participant's prior written consent.
9.2 TERMINATION.
The Board of Directors of the Company, on behalf of itself and of each Selected
Affiliate, in its sole discretion, may terminate this Plan at any time and for
any reason whatsoever. Upon termination of the Plan, the Committee shall take
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those actions necessary to administer any Accounts existing prior to the
effective date of such termination; provided, however, that a termination of the
Plan shall not adversely affect the value of a Participant's Account, as it
existed as of the day before the effective date of such termination, or the
timing or method of distribution of a Participant's Account, without the
Participant's prior written consent. Notwithstanding the foregoing, a
termination of the Plan shall not give rise to accelerated or automatic vesting
of any Participant's Account.
ARTICLE X
MISCELLANEOUS
10.1 FUNDING.
Participants, their Beneficiaries, and their heirs, successors and assigns,
shall have no secured interest or claim in any property or assets of the
Employer. The Employer's obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Employer to pay money in the future.
Notwithstanding the foregoing, the Company shall create an irrevocable trust, to
hold funds to be used in payment of the obligations of Employer under the Plan.
In the event of a Change in Control or prior thereto, the Employer shall fund
such trust in an amount equal to not less than the total value of the
Participants' Accounts under the Plan as of the Valuation Date immediately
preceding the Change in Control, provided that any funds contained therein shall
remain liable for the claims of the respective Employer's general creditors.
10.2 NONASSIGNABILITY.
No right or interest under the Plan of a Participant or his or her Beneficiary
(or any person claiming through or under any of them) shall be assignable or
transferable in any manner or be subject to alienation, anticipation, sale,
pledge, encumbrance or other legal process or in any manner be liable for or
subject to the debts or liabilities of any such Participant or Beneficiary. If
any Participant or Beneficiary shall attempt to or shall transfer, assign,
alienate, anticipate, sell, pledge or otherwise encumber his or her benefits
hereunder or any part thereof, or if by reason of his or her bankruptcy or other
event happening at any time such benefits would devolve upon anyone else or
would not be enjoyed by him or her, then the Committee, in its discretion, may
terminate his or her interest in any such benefit (including the Deferral
Account) to the extent the Committee considers necessary or advisable to prevent
or limit the effects of such occurrence. Termination shall be effected by the
delivery of a written "termination declaration" to the last known address of the
Participant or Beneficiary whose interest is adversely affected (the "terminated
participant").
10.3 LEGAL FEES AND EXPENSES.
It is the intent of the Company and each Selected Affiliate that no Eligible
Employee or former Eligible Employee be required to incur the expenses
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associated with the enforcement of his or her rights under this Plan by
litigation or other legal action because the cost and expense thereof would
substantially detract from the benefits intended to be extended to an Eligible
Employee hereunder. Accordingly, if after a Change in Control it should appear
that the Employer has failed to comply with any of its obligations under this
Plan or in the event that the Employer or any other person takes any action to
declare this Plan void or unenforceable, or institutes any litigation designed
to deny, or to recover from, the Eligible Employee the benefits intended to be
provided to such Eligible Employee hereunder, the Employer irrevocably
authorizes such Eligible Employee from time to time to retain counsel of his or
her choice, at the expense of the Employer as hereafter provided, to represent
such Eligible Employee in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Employer or any
director, officer, stockholder or other person affiliated with the Employer in
any jurisdiction. Notwithstanding any existing or prior attorney-client
relationship between the Employer and such counsel, the Employer irrevocably
consents to such Eligible Employee's entering into an attorney-client
relationship with such counsel, and in that connection, the Employer and such
Eligible Employee agree that a confidential relationship shall exist between
such Eligible Employee and such counsel. The Employer shall pay and be solely
responsible for any and all reasonable attorneys' and related fees and expenses
incurred by such Eligible Employee as a result of the Employer's failure to
perform under this Plan or any provision thereof; or as a result of the Employer
or any person contesting the validity or enforceability of this Plan or any
provision thereof.
10.4 CAPTIONS.
The captions contained herein are for convenience only and shall not control or
affect the meaning or construction hereof.
10.5 GOVERNING LAW.
The provisions of the Plan shall be construed and interpreted according to the
laws of the state of Ohio.
10.6 SUCCESSORS.
The provisions of the Plan shall bind and inure to the benefit of the Company,
its Selected Affiliates, and their respective successors and assigns. The term
successors as used herein shall include any corporate or other business entity
which shall, whether by merger, consolidation, purchase or otherwise, acquire
all or substantially all of the business and assets of the Company or a Selected
Affiliate and successors of any such Company or other business entity.
10.7 RIGHT TO CONTINUED SERVICE.
Nothing contained herein shall be construed to confer upon any Eligible Employee
the right to continue to serve as an Eligible Employee of the Employer or in any
other capacity.
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Executed this ______________ day of _____________________, 19____.
THE STANDARD REGISTER COMPANY
By:
---------------------------------
Title:
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EXHIBIT A
Re:Section 3.1 - Eligible Employees
Date:______________, 19__.
The Committee has determined that the following named individuals or groups of
persons or descriptions of the components of compensation of an individual which
would qualify individuals which are eligible to participate in the Plan as
Eligible Employees:
ELIGIBLE FOR DEFERRAL BENEFITS:
The following select group of highly compensated, management employees:
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EXHIBIT B
Re:Section 4.1 - Amount of Deferral
Dated: ____________, 19__
As of the date above, and effective until this Exhibit is Modified by the
Committee, the table below indicates the types of compensation which are
eligible for income deferral at the assigned percentages as noted:
Type of Maximum Percentage
Compensation that can be deferred Other Limitations
------------ -------------------- -----------------
Base Salary 75%
Bonus 100%
EXHIBIT 5
[Letterhead of Keating, Muething & Klekamp, P.L.L.]
December 23, 1997
The Standard Register Company
600 Albany Street
Dayton, Ohio 45401
Ladies and Gentlemen:
RE: Registration Statement on Form S-8
We serve as counsel to The Standard Register Company (the "Company"). In
connection with this opinion, we have examined and are familiar with originals
or copies, certified or otherwise identified to our satisfaction, of such
documents as we have deemed necessary or appropriate as a basis for the opinions
set forth below including (i) the Registration Statement on Form S-8 relating to
the Company's Deferred Compensation Plan and Management Incentive Compensation
Plan (the "Plans"), (ii) the Articles of Incorporation and Code of Regulations
of the Company, each as amended to the date hereof, and (iii) resolutions of the
Board of Directors of the Company relating to the approval of the Plans,
issuance of shares of Common Stock pursuant to the Plans and the filing of the
Registration Statement.
Based upon and subject to the foregoing, we are of the opinion that, when
the Registration Statement has become effective under the Securities Act of
1933:
(i) the obligations under the Plans will, when arising under the Plans
in accordance with its terms, constitute valid and binding obligations of
the Company;
(ii) when the shares of Common Stock have been issued or purchased for
use by the Plans, such shares of Common Stock will constitute duly issued,
fully paid and non-assessable shares of Common Stock of the Company;
(iii)the Company is a duly organized and validly existing corporation
under the laws of the State of Ohio; and
(iv) the Company has taken all necessary and required corporate
actions in connection with the Plans.
<PAGE>
We hereby consent to the reference to our firm in the Registration
Statement. In providing this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Commission
promulgated thereunder.
Yours truly,
KEATING, MUETHING & KLEKAMP, P.L.L.
By: Gary P. Kreider
------------------------------------
Gary P. Kreider
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of 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 29, 1996.
BATTELLE & BATTELLE, LLP
Dayton, Ohio
December 22, 1997
