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REGISTRATION NO. 333-12789
As filed with the Securities and Exchange Commission on October 1, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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U.S. OFFICE PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 52-1906050
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1440 NEW YORK AVENUE, N.W., SUITE 310
WASHINGTON, D.C. 20005
(202) 628-9500
(Address, including zip code, of Principal Executive Offices)
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U.S. OFFICE PRODUCTS COMPANY
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full title of the Plan)
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JONATHAN J. LEDECKY
CHAIRMAN OF THE BOARD
U.S. OFFICE PRODUCTS COMPANY
1440 NEW YORK AVENUE, N.W., SUITE 310
WASHINGTON, D.C. 20005
(202) 628-9500
(Name and address, including and telephone number, of agent for service)
COPIES TO:
LINDA L. GRIGGS, ESQ. MARK D. DIRECTOR, ESQ.
MORGAN, LEWIS & BOCKIUS LLP EXECUTIVE VICE PRESIDENT,
1800 M STREET, N.W. GENERAL COUNSEL AND SECRETARY
WASHINGTON. D.C. 20036-5869 U.S. OFFICE PRODUCTS COMPANY
(202) 467-7000 1440 NEW YORK AVENUE, N.W.,
SUITE 310
WASHINGTON, D.C. 20005
(202) 628-9500
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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EXHIBIT DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of
the Company (Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended July
27, 1996 and filed with the Commission on September
10, 1996 is hereby incorporated by reference)
4.2 Amended and Restated By-laws of the Company (Exhibit
3.2 to the Company's Annual Report on Form 10-K for
the fiscal year quarter ended April 30, 1996 and filed
with the Commission on July 16, 1996 is hereby
incorporated by reference)
4.3 Form of certificate evidencing ownership of Common
Stock of the Company (Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (File No. 33-88096),
filed December 30, 1994, is hereby incorporated by
reference)
5.1* Opinion of Morgan, Lewis & Bockius LLP
23.1* Consent of Price Waterhouse LLP
23.2* Consent of Ernst & Young LLP
23.3* Consent of Swink, Fiehler & Hoffman, P.C.
23.4* Consent of Shinners, Hucovski & Company
23.5* Consent of BDO Seidman, LLP
23.6* Consent of Thorne Little
23.7* Consent of Ehrhardt Keefe Steiner & Hottman PC
23.8** Consent of Joel S. Baum P.A.
23.9* Consent of Hamilton & Associates
23.10* Consent of Petherbridge, Davis & Company, P.A.
23.11* Consent of Deloitte Touche Tohmatsu
23.12(a)* Consent of Day Nielson
23.12(b)* Consent of Day Nielson
23.12(c)* Consent of Day Nielson
23.12(d)* Consent of Day Nielson
23.13* Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
23.14** Consent of Ernst & Young
24.1 Powers of Attorney (included on signature pages
hereof)
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*Previously filed
**Filed herewith
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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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this 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) 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) of the Securities Act 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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in the Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be
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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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Company
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 Washington, District of Columbia, on September 30,
1996.
U.S. OFFICE PRODUCTS COMPANY
By: /S/ JONATHAN J. LEDECKY
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Name: Jonathan J. Ledecky
Title: Chief Executive Officer
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.
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SIGNATURE CAPACITY IN WHICH SIGNED DATE
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/s/ Jonathan J. Ledecky Chairman of the Board and September 30, 1996
- ------------------------ Chief Executive Officer
Jonathan J. Ledecky* (Principal Executive
Officer)
/s/ Donald H. Platt Chief Financial Officer September 30, 1996
- -------------------- (Principal Financial
Donald H. Platt* Officer and Principal
Accounting Officer)
/s/ Timothy J. Flynn Director September 30, 1996
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Timothy J. Flynn*
/s/ Thomas J. Reaser Director September 30, 1996
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Thomas J. Reaser*
/s/ John K. Burgess Director September 30, 1996
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John K. Burgess*
/s/ Jack L. Becker, Jr. Director September 30, 1996
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Jack L. Becker, Jr*.
/s/ Clifton B. Phillips Director September 30, 1996
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Clifton B. Phillips*
/s/ Milton H. Kuyers Director September 30, 1996
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Milton H. Kuyers*
/s/ Allon H. Lefever Director September 30, 1996
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Allon H. Lefever*
/s/ Edward J. Mathias Director September 30, 1996
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Edward J. Mathias*
/s/ John A. Quelch Director September 30, 1996
- -------------------
John A. Quelch*
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SIGNATURE CAPACITY IN WHICH SIGNED DATE
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/s/ David C. Gezon Director September 30, 1996
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David C. Gezon*
/s/ David C. Copenhaver Director September 30, 1996
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David C. Copenhaver*
/s/ Mark A. Sorgenfrei Director September 30, 1996
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Mark A. Sorgenfrei*
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*Mark D. Director by signing his name hereto signs this document on behalf of
each of the persons indicated above pursuant to the powers of attorney duly
executed by such persons and set forth on the signature page of the Registration
Statement filed with the Securities and Exchange Commission on September 26,
1966.
/s/Mark D. Director
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Mark D. Director
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of
the Company (Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
July 27, 1996 and filed with the Commission on
September 10, 1996 is hereby incorporated by reference)
4.2 Amended and Restated By-laws of the Company (Exhibit
3.2 to the Company's Annual Report on Form 10-K for the
fiscal year quarter ended April 30, 1996 and filed with
the Commission on July 16, 1996 is hereby incorporated
by reference)
4.3 Form of certificate evidencing ownership of Common Stock
of Company (Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (File No. 33-88096), filed
December 30, 1994, is hereby incorporated by reference)
5.1* Opinion of Morgan, Lewis & Bockius LLP
23.1* Consent of Price Waterhouse LLP
23.2* Consent of Ernst & Young LLP
23.3* Consent of Swink, Fiehler & Hoffman, P.C.
23.4* Consent of Shinners, Hucovski & Company
23.5* Consent of BDO Seidman, LLP
23.6* Consent of Thorne Little
23.7* Consent of Ehrhardt Keefe Steiner & Hottman PC
23.8** Consent of Joel S. Baum P.A.
23.9* Consent of Hamilton & Associates
23.10* Consent of Petherbridge, Davis & Company, P.A.
23.11* Consent of Deloitte Touche Tohmatsu
23.12(a)* Consent of Day Nielson
23.12(b)* Consent of Day Nielson
23.12(c)* Consent of Day Nielson
23.12(d)* Consent of Day Nielson
23.13 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
23.14** Consent of Ernst & Young
24.1 Powers of Attorney (included on signature pages
hereof)
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*Previously filed
**Filed herewith
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Exhibit 23.8
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
April 17, 1996, relating to the financial statements of Pridential of
Florida, Inc., which appear in the Current Report on Form 8-K, dated July 16,
1996, of U.S. Office Products Company.
/s/Joel S. Baum, P.A.
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Exhibit 23.14
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
July 28, 1995, relating to the consolidated financial statements of Wang New
Zealand Limited as of June 30, 1995 and for the year then ended, which
appears in Current Report on Form 8-K, dated July 16, 1996, of U.S. Office
Products Company. We also consent to the reference to us under the caption
"Experts" in the Registration Statement.
/s/Ernst & Young
Auckland, New Zealand
26 September 1996
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