As filed with the Securities and Exchange Commission on September 30, 1999
Registration No. 333_______________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------------
U.S. OFFICE PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 52-1906050
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1025 Thomas Jefferson Place, N.W.,
Suite 600E Washington, DC 20007
(Address of Principal Executive Offices)
(202) 339-6700
(Registrant's telephone number, including area code)
U.S. Office Products Company
1999 Employee Stock Purchase Plan
(Full title of the plan)
Warren D. Feldberg
President and Chief Executive Officer
U.S. Office Products Company
1025 Thomas Jefferson Place, N.W., Suite 600E
Washington, DC 20007
(202) 339-6700
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
With a copy to:
R. Scott Kilgore, Esquire
Wilmer, Cutler & Pickering
2445 M Street, NW
Washington, D.C. 20037-1420
(202) 663-6000
Mark D. Director, Esquire
U.S. Office Products Company
1025 Thomas Jefferson Place, N.W.
Suite 600 E
Washington, DC 20007
(202) 339-6700
---------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Name of Plan Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
1999 Employee Common Stock, par 1,000,000 $3.6565 $3,656,500 $1016.51
Stock Purchase Plan value $0.01 per share,
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) In accordance with Rule 457(h) and Rule 457(c) the aggregate offering
price and the amount of the registration fee are computed on the basis
of the average of the high and low prices reported in the Nasdaq Stock
Market on September___, 1999.
</FN>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- 1 -
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. US Office Products Company (the "Registrant" or the
"Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (prior to filing of a
Post-Effective Amendment that indicates that all securities offered have been
sold or that 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 of such documents.
(a) The Company's Form 10-K filed with the Securities and Exchange
Commission on July 22, 1999.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since April 24, 1999.
(c) The description of the Company's Common Stock, par value $0.001 per
share (the "Common Stock") under the caption "Description of Registrant's
Securities to be Registered" in the Company's Amendment No. 1 to Registration
Statement on Form 8-A, dated February 13, 1995, and the Company's Quarterly
Report on Form 10-Q for the interim period ended July 27, 1996 disclosing, among
other things, an amendment to the Company's Amended and Restated Certificate of
Incorporation.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Article 8 of the Company's Amended and Restated Certificate of
Incorporation provides for indemnification of the directors, officers, employees
and agents of US Office Products Company ("USOP") to the full extent currently
permitted by law.
- 2 -
<PAGE>
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is, or is threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify such persons against expenses
(including attorneys' fees) in actions brought by or in the right of the
corporation to procure a judgment in its favor under the same conditions, except
that no indemnification is permitted in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the Court of Chancery or
other such court shall deem proper. To the extent such person has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 145 also provides that a corporation may maintain insurance
against liabilities for which indemnification is not expressly provided by the
statute.
In addition, the USOP Amended and Restated Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, limits directors'
liability to USOP and its stockholders by eliminating liability in damages for
breach of fiduciary duty. Section 5.5 of the USOP Amended and Restated
Certificate of Incorporation provides that neither USOP nor its stockholders may
recover damages from USOP directors for breach of their fiduciary duties in the
performance of their duties as directors of USOP. As limited by Section 102(b),
this provision cannot, however, have the effect of indemnifying any director of
USOP in the case of liability (i) for a breach of director's duty of loyalty,
(ii) for acts of omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the DGCL or (iv) for any transactions for which the director derived an
improper personal benefit.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibit Index attached to this registration statement is
incorporated herein by reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(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 of 1933;
- 3 -
<PAGE>
(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)
that, individually or in the aggregate,
represent a fundamental change in the
information set forth in the 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that 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 any
employee benefit plan's annual report pursuant to 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.
(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 of 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.
[The remainder of this page is intentionally left blank.]
- 4 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia, on
September 30, 1999.
U.S. OFFICE PRODUCTS COMPANY
/s/ Warren D. Feldberg
---------------------------------------
Warren D. Feldberg
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Company's Chief Executive
Officer, Chief Financial Officer, and Secretary have been appointed,
collectively and individually, as the attorneys-in-fact of the Company and as
the attorneys-in-fact of each of the directors of the Company, with full power
of substitution and resubstitution for the Company and each director of the
Company to sign, date, attest, and file the Registration Statement, or any other
related form with respect to the registration and issuance of the stock options
and the shares of Common Stock and other interests of the Company issuable under
the Company's 1999 Employee Stock Purchase Plan. 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.
Signature Title Date
/s/ Charles P. Pieper Chairman of the Board September 30, 1999
- ---------------------
Charles P. Pieper
/s/ Warren D. Feldberg President and Chief Executive September 30, 1999
- ---------------------- Officer
Warren D. Feldberg
/s/Joseph T. Doyle Executive Vice President and September 30, 1999
- ------------------ Chief Financial Officer
Joseph T. Doyle
- 5 -
<PAGE>
Signature Title Date
/s/ Frank P. Doyle Director September 30, 1999
- ------------------
Frank P. Doyle
/s/ Kevin J. Conway Director September 30, 1999
- -------------------
Kevin J. Conway
/s/ Brian D. Finn Director September 30, 1999
- -------------------
Brian D. Finn
/s/ L. Dennis Kozlowski Director September 30, 1999
- -----------------------
L. Dennis Kozlowski
/s/ Milton H. Kuyers Director September 30, 1999
- --------------------
Milton H. Kuyers
/s/ Allon H. Lefever Director September 30, 1999
- --------------------
Allon H. Lefever
/s/ Edward J. Mathias Director September 30, 1999
- ---------------------
Edward J. Mathias
* Mark D. Director, by signing his name below, signs this document on behalf of
each of the persons indicated above under a power of attorney executed by each
person indicated above and set forth on the signature page of the Registration
Statement filed with the Securities and Exchange Commission.
BY: /s/ Mark Director
------------------
Mark D. Director
- 6 -
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4 1999 Employee Stock Purchase Plan (a)
5 Opinion of Wilmer, Cutler & Pickering, as to the legality of the
securities being registered
23.1 Consent of PricewaterhouseCoopers LLP, independent certified public
accountant
24 Power of attorney (included on signature pages of this Registration
Statement)
- -----------------------
(a) Incorporated herein by reference to the Schedule 14A previously filed
by the Registrant on July 30, 1999.
- 7 -
<PAGE>
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037-1420
September 30, 1999
U.S. Office Products Company
1025 Thomas Jefferson Place, N.W.
Suite 600E
Washington, DC 20007
Re: U.S. Office Products Company Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as counsel to U.S. Office Products Company, a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of the shares of Common Stock
of the Company, par value $0.01 per share (the "Shares"), to be issued under the
Company's 1999 Employee Stock Purchase Plan (the "1999 ESPP"). For the purposes
of this opinion, we have examined and relied upon such documents, records,
certificates and other instruments as we have considered necessary.
Based solely upon the foregoing, and upon our examination of such
questions of law and statutes as we have considered necessary or appropriate,
and subject to the assumptions, qualifications, limitations, and exceptions set
forth in this letter, we are of the opinion that: (a) the Shares have been
lawfully and duly authorized; and (b) such Shares will be validly issued, fully
paid, and nonassessable upon payment of the purchase price established under the
1999 ESPP.
We are members of the bar of the District of Columbia. This opinion
is limited to the laws of the United States and the General Corporation Law of
Delaware. Although we
<PAGE>
U.S. Office Products Company
September 30, 1999
Page 2
do not hold ourselves out as being experts in the laws of Delaware, we have made
an investigation of such laws to the extent necessary to render our opinion. Our
opinion is rendered only with respect to the laws and the rules, regulations,
and orders thereunder that are currently in effect.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared for
your use in connection with the filing of the Registration Statement on
September 30, 1999, and should not be quoted in whole or in part or otherwise be
referred to, nor otherwise be filed with or furnished to any governmental agency
or other person or entity, without our express prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ R. Scott Kilgore
---------------------------
R. Scott Kilgore, a partner
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 8, 1999, relating to the
financial statements and financial statement schedule, which appears in US
Office Products Company's Annual Report of From 10-K for the year ended April
24, 1999.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Washington, DC
September 28, 1999
