As filed with the Securities and Exchange Commission on April 28, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
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THE STANDARD REGISTER COMPANY EMPLOYEE SAVINGS PLAN
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Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
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(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Unit(2) Price(2) Fee(3)
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Common Stock, 2,000,000 $35.375 $70,750,000 $20,872
par value $1.00 Shares
per share
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(1) This Registration Statement is filed for up to 2,000,000 shares of the
common stock, $1.00 par value per share, of The Standard Register
Company issuable in connection with The Standard Register Company
Employee Savings Plan.
(2) Estimated solely for purposes of calculating registration fee.
(3) Registration fee has been calculated pursuant to Rule 457(h).
<PAGE>
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 28, 1997; and
2. 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
None required.
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
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
<PAGE>
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
5 Opinion of Counsel.
23.1 Consent of Counsel (contained on Exhibit 5).
23.2 Consent of Battelle & Battelle LLP
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:
i. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
<PAGE>
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.
iii. to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
9.2 The undersigned Registrant hereby undertakes 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.
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
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.
<PAGE>
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 April 27, 1998.
THE STANDARD REGISTER COMPANY
BY: /s/ Peter S. Redding
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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
--------- -------- ----
*/s/Peter S. Redding
- ------------------------- President, Chief Executive April 27, 1998
Peter S. Redding Officer and Director
(Principal
Executive Officer)
*/s/Craig J. Brown
- ------------------------- Senior Vice President - April 27, 1998
Craig J. Brown Administration, Treasurer
and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
<PAGE>
Signature Capacity Date
--------- -------- ----
*/s/Paul H. Granzow
- ------------------------- Chairman of the Board of April 27, 1998
Paul H. Granzow Directors
*/s/Roy W. Begley, Jr.
- ------------------------- Director April 27, 1998
Roy W. Begley, Jr.
*/s/F. David Clarke, III
- -------------------------- Director April 27, 1998
F. David Clarke, III
*/s/Graeme G. Keeping
- -------------------------- Director April 27, 1998
Graeme G. Keeping
*/s/Dennis L. Rediker
- -------------------------- Director April 27, 1998
Dennis L. Rediker
*/s/Ann Scavullo
- -------------------------- Director April 27, 1998
Ann Scavullo
*/s/John J. Schiff, Jr.
- -------------------------- Director April 27, 1998
John J. Schiff, Jr.
*/s/Charles F. Sherman
- -------------------------- Director April 27, 1998
Charles F. Sherman
*/s/John Q. Sherman, II
- -------------------------- Director April 27, 1998
John Q. Sherman, II
<PAGE>
Pursuant to the requirements of the Securities Act, the trustee 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 27, 1998.
THE STANDARD REGISTER COMPANY
By: /s/ Kathryn A. Lamme
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Kathryn A. Lamme
Its: Corporate Vice President,
Secretary and Deputy
General Counsel
EXHIBIT 5
[Letterhead of Keating, Muething & Klekamp, P.L.L.]
April 27, 1998
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 Standard Register Employee Savings Plan (the "Plan"), (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 Plan, issuance of shares of Common Stock
pursuant to the Plan 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 Plan will, when arising under the Plan 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 Plan, 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 Plan.
<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 28, 1997.
BATTELLE & BATTELLE, LLP
Dayton, Ohio
April 27, 1998
