Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________________________________
THE STANDARD REGISTER COMPANY
(Exact name of issuer as specified in its Charter)
Ohio 31-0455440
(State of Incorporation) (I.R.S. Employer
Identification No.)
600 Albany Street, Dayton, Ohio 45408
(Address of Principal Executive Offices) (Zip Code)
__________________________________________________________________
The Standard Register Company
1995 Stock Option Plan
(Full Title of the Plan)
__________________________________________________________________
Charles F. Hertlein, Jr.
Dinsmore & Shohl LLP
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8315
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________________________
<PAGE>
Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Amount of
Securites to to be Offering Price Maximum Registration
be Registered Registered Per Share Aggregate Fee
Offering
Price
__________________________________________________________________
Common Stock, 1,000,000 $36.50 $36,500,000 $11,060.60
$1.00 par
value per
share
* Pursuant to Rule 457(c) of Regulation C, the registration filing
fee and the aggregate offering price shall be computed with respect
to the maximum number of the Registrant's securities issuable under
the plan covered by this Registration Statement based on the closing
price of Registrant's Common Stock reported on the New York Stock
Exchange on June 4, 1998, a date within five business days prior to
the date of filing of this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in
a single document entitled "Prospectus" which constitutes a part of
the Section 10(a) Prospectus to which this Registration Statement
relates but which is not filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Standard Register Company (the "Registrant") hereby states
that the documents listed in (a) through (d) below are incorporated
by reference in this Registration Statement, and further states that
all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents.
(a) The Registrant's Annual Report on Form 10-K for the 52
weeks ended December 28, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the
period ended on March 29, 1998.
(c) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31,
1997.
(d) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A
filed with the Commission on April 18, 1996.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will
be passed upon for the Registrant by Dinsmore & Shohl LLP. As of
June 3, 1998, partners of Dinsmore & Shohl LLP and attorneys
associated therewith, together with their immediate families,
beneficially owned approximately 1,000 shares of the Registrant's
Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's Code of Regulations provides that the
Registrant shall indemnify each director and each officer of the
Registrant, and each person employed by the Registrant who serves at
the written request of the Chairman of the Board of the Registrant
as a director, trustee, or officer of another corporation,
partnership, joint venture, trust, or other enterprise, to the full
extent permitted by Ohio law. The Code of Regulations also provides
that the Registrant may indemnify assistant officers, employees and
others by action of the Board of Directors to the extent permitted
by Ohio law.
In general, under Section 1701.13(E) of the Ohio Revised Code,
an Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so
long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation, provided that in an action by or in the name of the
corporation, if the person seeking indemnification was adjudged to
be liable for negligence, no indemnification is permitted unless the
court in which the action was brought specifically determines that
such person is fairly and reasonably entitled to indemnification in
view of all the circumstances of the case. The statute also
provides that an Ohio corporation shall advance attorney's fees
incurred by directors, and may advance such fees incurred by
executive officers, employees, agents and others prior to the final
outcome of a matter provided the person seeking such advances
undertakes to repay them if it is ultimately determined that such
person is not entitled to indemnification (except in the case of
directors who must undertake to repay such advances only if it is
proved by clear and convincing evidence in a court of competent
jurisdiction that the act or failure to act in question was
undertaken with deliberate intent to cause injury to the corporation
or was undertaken with reckless regard for the best interests of the
corporation).
In addition, the Registrant has purchased insurance policies
which provide coverage for the acts and omissions of the
Registrant's directors and officers in certain situations.
Item 7. Exemption From Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
5 and 23.1 Opinion of Dinsmore & Shohl LLP, counsel.
10 The Standard Register Company 1995 Stock Option Plan
23.2 Consent of Battelle & Battelle LLP
24* Power of Attorney
___________________________________
* Included in signature page.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement 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.
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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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 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 June 26, 1998.
THE STANDARD REGISTER COMPANY
By: /s/ Peter S. Redding
Peter S. Redding
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Kathryn A. Lamme,
Corporate Vice President, Secretary and Deputy General Counsel, his
or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign and
execute on behalf of the undersigned any and all amendments to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection with any such amendments, as fully to all intents
and purposes as he might or could do in person and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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.
Principal Executive Officer: Date:
/s/ Peter S. Redding President and June 23, 1998
Peter S. Redding Chief Executive
Officer
<PAGE>
Principal Financial and Accounting Officer:
/s/ Craig J. Brown Senior Vice June 23, 1998
Craig J. Brown President
Administration,
Treasurer and
Chief Financial
Officer
Directors of the Company: Date:
/s/ Paul H. Granzow Chairman of June 23, 1998
Paul H. Granzow the Board
/s/ Roy W. Begley, Jr. June 23, 1998
Roy W. Begley, Jr.
/s/ F. David Clarke, III June 23, 1998
F. David Clarke, III
/s/ Graeme G. Keeping June 23, 1998
Grame G. Keeping
/s/ Dennis L. Rediker June 23, 1998
Dennis L. Rediker
/s/ Ann Scavullo June 23, 1998
Ann Scavullo
/s/ John J. Schiff, Jr. June 23, 1998
John J. Schiff, Jr.
/s/ Charles F. Sherman June 23, 1998
Charles F. Sherman
/s/ John Q. Sherman, II June 23, 1998
John Q. Sherman, II
Exhibits 5 and 23.1
Charles F. Hertlein, Jr.
(513) 977-8315
[email protected]
June 9, 1998
The Standard Register Company
600 Albany Street
Dayton, Ohio 45408
Ladies and Gentlemen:
This opinion is rendered for use in connection with the
Registration Statement on Form S-8, prescribed pursuant to the
Securities Act of 1933, to be filed by The Standard Register Company
(the "Company") with the Securities and Exchange Commission on or
about the date hereof, under which up to 1,000,000 shares of the
Company's Common Stock, $1.00 per share par value ("Common Stock")
are to be registered.
We hereby consent to the filing of this opinion as Exhibits 5
and 23.1 to the Registration Statement and to the reference to our
name in the Registration Statement.
As counsel to the Company, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Company's Articles of Incorporated and Code of Regulations and the
record of proceedings of the shareholders and directors of the
Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing as the corporation under the laws of
the State of Ohio.
2. When the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission and up
to 1,000,000 shares of the Common Stock to be issued for sale shall
have been issued and sold upon the terms set forth in the
Registration Statement, such shares will be legally and validly
issued and outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
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 28,
1997.
/s/ Battelle & Battelle LLP
BATTELLE & BATTELLE, LLP
Dayton, Ohio
June 12, 1998
