Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------
Banta Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-0148550
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
225 Main Street
Menasha, Wisconsin 54952
(Address of principal executive offices) (Zip Code)
Banta Corporation 1995 Equity Incentive Plan, as amended
(Full title of the plan)
Ronald D. Kneezel
Vice President, Copy to:
General Counsel and Secretary
Banta Corporation Jay O. Rothman
225 Main Street Foley & Lardner
Menasha, Wisconsin 54952 777 East Wisconsin Avenue
(920) 751-7777 Milwaukee, Wisconsin 53202
(Name, address and telephone number, including area (414) 271-2400
code, of agent for service)
------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------
Common Stock, 1,000,000 $18.969(1) $18,969,000(1) $5,008
$.10 par value shares
Common Stock 1,000,000 (2) (2) (2)
Purchase Rights rights
- --------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the
average of the high and low prices for Banta Corporation Common Stock as
reported on the New York Stock Exchange on April 20, 2000.
(2) The value attributable to the Common Stock Purchase Rights is reflected in
the market price of the Common Stock to which the Rights are attached.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus referred to herein also relates to the Form S-8 Registration
Statement (Registration No. 33-61683).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Banta Corporation (the "Company")
with the Commission are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended January
1, 2000, which includes certified financial statements as of and for the year
ended January 1, 2000.
2. The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A, dated November 20, 1998,
and any amendment or report filed for the purpose of updating such description.
3. The description of the Company's Common Stock Purchase Rights
contained in Item 1 of the Company's Registration Statement on Form 8-A, dated
November 20, 1998, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of filing of this Registration Statement and prior to such time
as the Company files a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby 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 of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the securities being offered hereby will be passed on
for the Company by Foley & Lardner, Milwaukee, Wisconsin. Bernard S. Kubale, a
retired partner in the firm of Foley & Lardner, is a director of the Company. As
of March 3, 2000, Foley & Lardner attorneys who participated in the preparation
of this Registration Statement, including Mr. Kubale,
-2-
<PAGE>
beneficially owned 14,115 shares of the Company's Common Stock and accompanying
Common Stock Purchase Rights.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Pursuant to the Wisconsin Business Corporation Law and the Company's
By-laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding and (ii) in proceedings in which the director or officer is not
successful in defense thereof, unless it is determined that the director or
officer breached or failed to perform his or her duties to the Company and such
breach or failure constituted: (a) a willful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of the criminal law
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the public
policy of Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the Wisconsin
Business Corporation Law, directors of the Company are not subject to personal
liability to the Company, its shareholders or any person asserting rights on
behalf thereof for certain breaches or failures to perform any duty resulting
solely from their status as directors except in circumstances paralleling those
in subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification may
be available may be advanced by the Company under certain circumstances.
The indemnification provided by the Wisconsin Business Corporation Law
and the Company's By-laws is not exclusive of any other rights to which a
director or officer may be entitled.
The Company maintains a liability insurance policy for its directors
and officers as permitted by Wisconsin law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
-3-
<PAGE>
Item 8. Exhibits.
--------
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
---------- -------
(4.1) Restated Articles of Incorporation of Banta
Corporation, as amended (incorporated by reference
to Exhibit 19(b) to Banta Corporation's Quarterly
Report on Form 10-Q for the quarter ended April 3,
1993)
(4.2) By-laws of Banta Corporation, as amended
(incorporated by reference to Exhibit 3(b) to
Banta Corporation's Annual Report on Form 10-K for
the year ended January 2, 1999)
(4.3) Rights Agreement, dated as of October 29, 1991,
between Banta Corporation and First Wisconsin
Trust Company (n/k/a Firstar Bank, N.A.), as
Rights Agent (incorporated by reference to Exhibit
4.1 to Banta Corporation's Current Report on Form
8-K dated October 29, 1991)
(4.4) Banta Corporation 1995 Equity Incentive Plan, as
amended (incorporated by reference to Exhibit 10.1
to Banta Corporation's Quarterly Report on Form
10-Q for the quarter ended July 3, 1999)
(4.5) Form of Stock Option Agreement for non-employee
directors for use in connection with the Banta
Corporation 1995 Equity Incentive Plan, as amended
(4.6) Form of Stock Option Agreement for key employees
for use in connection with the Banta Corporation
1995 Equity Incentive Plan, as amended
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page to this
Registration Statement)
-4-
<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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(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, represents 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 with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
herein, 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, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated
by reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, 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, as amended, 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
-5-
<PAGE>
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.
-6-
<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 the City of Menasha, State of Wisconsin, on April 25, 2000.
BANTA CORPORATION
By: /s/ Donald D. Belcher
------------------------------------
Donald D. Belcher
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Donald D. Belcher and Ronald D. Kneezel, and each of
them, 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 any and all amendments (including
post-effective 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 each 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, as fully as he or she might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
Chairman of the Board,
/s/ Donald D. Belcher President, Chief Executive April 25, 2000
- ------------------------------ Officer and Director
Donald D. Belcher
Executive Vice President,
/s/ Gerald A. Henseler Chief Financial Officer and April 25, 2000
- ------------------------------ Director
Gerald A. Henseler
/s/ Jameson A. Baxter Director April 25, 2000
- ------------------------------
Jameson A. Baxter
/s/ John F. Bergstrom Director April 25, 2000
- ------------------------------
John F. Bergstrom
-7-
<PAGE>
/s/ George T. Brophy Director April 25, 2000
- ------------------------------
George T. Brophy
/s/ Henry T. DeNero Director April 25, 2000
- ------------------------------
Henry T. DeNero
/s/ Richard L. Gunderson Director April 25, 2000
- ------------------------------
Richard L. Gunderson
/s/ Bernard S. Kubale Director April 25, 2000
- ------------------------------
Bernard S. Kubale
/s/ Raymond C. Richelsen Director April 25, 2000
- ------------------------------
Raymond C. Richelsen
/s/ Michael J. Winkler Director April 25, 2000
- ------------------------------
Michael J. Winkler
-8-
<PAGE>
EXHIBIT INDEX
BANTA CORPORATION 1995 EQUITY INCENTIVE PLAN, AS AMENDED
Exhibit No. Exhibit
---------- -------
(4.1) Restated Articles of Incorporation of Banta Corporation, as
amended (incorporated by reference to Exhibit 19(b) to Banta
Corporation's Quarterly Report on Form 10-Q for the quarter
ended April 3, 1993)
(4.2) By-laws of Banta Corporation, as amended (incorporated by
reference to Exhibit 3(b) to Banta Corporation's Annual
Report on Form 10-K for the year ended January 2, 1999)
(4.3) Rights Agreement, dated as of October 29, 1991, between
Banta Corporation and First Wisconsin Trust Company (n/k/a
Firstar Bank, N.A.), as Rights Agent (incorporated by
reference to Exhibit 4.1 to Banta Corporation's Current
Report on Form 8-K dated October 29, 1991)
(4.4) Banta Corporation 1995 Equity Incentive Plan, as amended
(incorporated by reference to Exhibit 10.1 to Banta
Corporation's Quarterly Report on Form 10-Q for the quarter
ended July 3, 1999)
(4.5) Form of Stock Option Agreement for non-employee directors
for use in connection with the Banta Corporation 1995 Equity
Incentive Plan, as amended
(4.6) Form of Stock Option Agreement for key employees for use in
connection with the Banta Corporation 1995 Equity Incentive
Plan, as amended
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
E-1
BANTA CORPORATION
1995 EQUITY INCENTIVE PLAN
--------------------------
STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
--------------------------
THIS AGREEMENT, dated as of this ___ day of ________, ____, by and
between BANTA CORPORATION, a Wisconsin corporation (the "Company"), and
____________________ (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the Banta Corporation 1995 Equity
Incentive Plan (the "Plan"), the terms of which, to the extent not stated
herein, are specifically incorporated by reference in this Agreement; and
WHEREAS, the Plan authorizes the automatic grant of options to
purchase shares of the Company's Common Stock, $.10 par value (the "Common
Stock"), to members of the Company's Board of Directors who are not employees of
the Company or any affiliate of the Company (a "Non-Employee Director"); and
WHEREAS, the Optionee is now a Non-Employee Director, and the Company
desires him to continue as a member of the Company's Board of Directors and to
secure or increase his stock ownership in the Company as an added incentive for
him to continue his association with the Company.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:
1. Grant of Option. Subject to the terms and conditions of the Plan
and this Agreement, the Company hereby grants to the Optionee an option (the
"Option") to purchase from the Company all or any part of the aggregate amount
of _____ shares of Common Stock (the "Optioned Shares"). The Option is intended
to constitute a non-qualified stock option and shall not be treated as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended, or any successor provision thereto.
2. Option Price. The per share exercise price to be paid for the
Optioned Shares shall be $______.
3. Exercisability and Termination of Option. The Option shall become
exercisable on _____________, ____; provided, however, that if the Optionee
ceases to be a director of the Company by reason of death, disability or
retirement prior to _________, ____ the Option shall become immediately
exercisable in full. The Option shall terminate on the earlier of: (i)
__________, ____; or (ii) twelve months after the Optionee ceases to be a
director of the Company for any reason, including as a result of the Optionee's
death, disability or retirement.
<PAGE>
4. Manner of Exercise and Payment. Subject to the provisions of
Paragraph 3 hereof and the Plan, the Option may be exercised in full at any time
or in part from time to time by delivery to the Secretary of the Company at the
Company's principal office in Menasha, Wisconsin, of a written notice of
exercise specifying the number of shares with respect to which the Option is
being exercised. The notice of exercise must be accompanied by payment in full
of the exercise price of the shares being purchased: (i) in cash or its
equivalent; (ii) by tendering previously acquired shares of Common Stock (valued
at their "market value" as of the date of exercise, as determined in the manner
provided in Section 6(b)(v) of the Plan); or (iii) by any combination of the
means of payment set forth in subparagraphs (i) and (ii). For purposes of
subparagraphs (ii) and (iii) above, the term "previously acquired shares of
Common Stock" shall only include shares of Common Stock owned by the Optionee
prior to the exercise of the Option for which payment is being made and shall
not include shares of Common Stock which are being acquired pursuant to the
exercise of the Option. No shares shall be issued until full payment therefor
has been made.
5. Nontransferability of the Option. The Option shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution; provided, however, that the Optionee shall be entitled, in the
manner provided in Paragraph 6 hereof, to designate a beneficiary to exercise
his rights, and to receive any shares of Common Stock issuable, with respect to
the Option upon the death of the Optionee. The Option may be exercised during
the life of the Optionee only by the Optionee or, if permitted by applicable
law, the Optionee's guardian or legal representative.
6. Designation of Beneficiary. (a) The person whose name appears on
the signature page hereof after the caption "Beneficiary" or any successor
designated by the Optionee in accordance herewith (the person who is the
Optionee's beneficiary at the time of his death herein referred to as the
"Beneficiary") shall be entitled to exercise the Option, to the extent it is
exercisable, after the death of the Optionee. The Optionee may from time to time
revoke or change his Beneficiary without the consent of any prior Beneficiary by
filing a new designation with the Compensation Committee of the Board of
Directors of the Company or such other committee of the Board which shall have
been designated to administer the Plan (the "Committee"). The last such
designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Optionee's death, and in no event shall
any designation be effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time of the
Optionee's death, or if no designated Beneficiary survives the Optionee or if
such designation conflicts with law, the Optionee's estate shall be entitled to
exercise the Option, to the extent it is exercisable after the death of the
Optionee. If the Committee is in doubt as to the right of any person to exercise
the Option, the Company may refuse to recognize such exercise, without liability
for any interest or dividends on the Optioned Shares, until the Committee
determines the person entitled to exercise the Option, or the Company may apply
to any court of appropriate jurisdiction and such application shall be a
complete discharge of the liability of the Company therefor.
7. Capital Adjustments Affecting the Common Stock. The number of
Optioned Shares subject hereto and the related per share exercise price shall be
subject to adjustment in accordance with Section 4(b) of the Plan.
-2-
<PAGE>
8. Transfer Restrictions. The shares to be acquired upon exercise of
the Option may not be sold or otherwise disposed of except pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
or in a transaction which, in the opinion of counsel for the Company, is exempt
from registration under said Act.
9. Status of Optionee. The Optionee shall have no rights as a
shareholder with respect to shares covered by the Option until the date of
issuance of stock certificates to the Optionee and only after such shares are
fully paid. The Option shall not confer upon the Optionee the right to continue
as a director of the Company.
10. Interpretation by Committee. As a condition of the granting of the
Option, the Optionee agrees, for himself and his personal representatives, that
this Agreement shall be interpreted by the Committee and that, subject to the
express terms of the Plan, any interpretation by the Committee of the terms of
this Agreement and any determination made by the Committee pursuant to this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be hereunto
affixed, and the Optionee has hereunto affixed his hand and seal as to the day
and year first above written.
BANTA CORPORATION
By:_______________________________________
Donald D. Belcher, Chief Executive Officer
[SEAL] Attest:_________________________________
Ronald D. Kneezel, Secretary
____________________________________[SEAL]
____________________, Optionee
Beneficiary:_____________________________
Address of
Beneficiary:____________________________
____________________________
Beneficiary's Tax
Identification No.:______________________
-3-
BANTA CORPORATION
-----------------
1995 EQUITY INCENTIVE PLAN
--------------------------
NONSTATUTORY STOCK OPTION AGREEMENT
-----------------------------------
THIS AGREEMENT, made and entered into as of this ____ day of _______,
____, by and between BANTA CORPORATION, a Wisconsin corporation (the "Company"),
and _______________________ (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the Banta Corporation 1995 Equity
Incentive Plan (the "Plan"), the terms of which, to the extent not stated
herein, are specifically incorporated by reference in this Agreement; and
WHEREAS, one of the purposes of the Plan is to permit the granting of
options to purchase shares of the Company's Common Stock, $.10 par value (the
"Common Stock"), to certain key employees of the Company and its affiliates; and
WHEREAS, the Optionee is now employed by the Company or an affiliate
of the Company in a key capacity, and the Company desires the Optionee to remain
in such employ, and to secure or increase his stock ownership in the Company in
order to increase his incentive and personal interest in the welfare of the
Company.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:
1. Grant of Option. Subject to the terms and conditions of the Plan
and this Agreement, the Company grants to the Optionee an option (the "Option")
to purchase from the Company all or any part of the aggregate amount of ________
shares of Common Stock (the "Optioned Shares"). The Option is intended to
constitute a nonstatutory stock option and shall not be treated as an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
2. Option Price. The price to be paid for the Optioned Shares shall be
$______ per share, which has been determined by the Compensation Committee of
the Board of Directors of the Company (the "Committee") to be not less than 100%
of the fair market value of such stock on the date of grant of the Option.
3. Exercisability and Termination of Option. Except as provided
herein, the Option may be exercised only while the Optionee is an employee of
the Company or an affiliate of the Company and only if the Optionee has been
continuously so employed since the date of grant of the Option. The Option may
be exercised by the Optionee in whole, or in part from time to time, during the
period beginning __________, ____, and ending __________, ____, but (subject to
Paragraph 6) only in accordance with the following schedule:
<PAGE>
Cumulative Percentage of Shares Subject to
Option Which May be Purchased (which
Elapsed Number of Years number of shares shall be rounded
After Date of this Agreement down to the nearest whole number)
---------------------------- ----------------------------------
Less than One Year 0%
One Year 33-1/3%
Two Years 66-2/3%
Three Years 100%
4. Manner of Exercise and Payment. Subject to the provisions of
Paragraph 3 hereof, the Option may be exercised only by written notice to the
Company, served upon the Secretary of the Company at its office at Menasha,
Wisconsin, specifying the number of shares in respect to which the Option is
being exercised. Subject to the provisions of this Agreement, the notice of
exercise must be accompanied by full payment of the option price of the shares
being purchased (i) in cash or by certified check or bank draft; (ii) by
tendering previously acquired shares of Common Stock (valued at their "fair
market value" as determined in the manner provided below); or (iii) by any
combination of the means of payment set forth in subparagraphs (i) and (ii). For
purposes of this Paragraph 4, the "fair market value" of a share of Common Stock
shall be equal to the closing price per share for the Common Stock on the New
York Stock Exchange on the trading date next preceding the date of exercise, or,
if no trading occurred on the trading date next preceding the exercise date,
then the "fair market value" per share of Common Stock shall be determined with
reference to the next preceding date on which the Common Stock was traded. For
purposes of subparagraphs (ii) and (iii) above, the term "previously acquired
shares of Common Stock" shall only include Common Stock owned by the Optionee
prior to the exercise of the Option and shall not include shares of Common Stock
which are being acquired pursuant to the exercise of the Option. No shares shall
be issued until full payment therefor has been made.
5. Nontransferability of the Option. The Option shall not be
assignable, alienable, saleable or transferable by the Optionee other than by
will or the laws of descent and distribution; provided, however, that the
Optionee shall be entitled, in the manner provided in Paragraph 9 hereof, to
designate a beneficiary to exercise his rights, and to receive any shares of
Common Stock issuable, with respect to the Option upon the death of the
Optionee. The Option may be exercised during the lifetime of the Optionee only
by the Optionee or, if permitted by applicable law, the Optionee's guardian or
legal representative.
6. Exercisability After Termination of Employment.
(a) Death or Disability; Retirement. In the event the Optionee dies
while he is in the employ of the Company or any affiliate or if his employment
is terminated by reason of his disability, the Option, to the extent not
theretofore exercised, may be exercised in full as follows: (i) by the legal
representative of the Optionee (who for purposes of this Agreement may be the
Optionee's beneficiary as designated pursuant to Paragraph 9) at any time within
twelve months after
-2-
<PAGE>
the date of the Optionee's death while in the employ of the Company or any
affiliate; or (ii) by the Optionee or his legal representative or guardian at
any time within twelve months after the termination of the Optionee's employment
by reason of disability, but in either case in no event later than ten years
after the date of grant of the Option. In the event the Optionee's employment is
terminated by reason of his retirement after reaching age 65, the Option, to the
extent not theretofore exercised, may be exercised in full by the Optionee or
his legal representative or guardian at any time within three years of the
termination of the Optionee's employment by reason of retirement, but in no
event later than ten years after the date of grant of the Option.
(b) Other. In the event that the Optionee is discharged or leaves the
employ of the Company and its affiliates for any reason (other than the death or
disability of the Optionee or the retirement of the Optionee after reaching the
age of 65), the Option, to the extent not theretofore exercised but then
permitted under the percentage limitations of Paragraph 3 hereof, may be
exercised by the Optionee or by his legal representative or guardian at any time
within three months after the date of termination of employment upon the tender
to the Company, in cash or its equivalent, of the full purchase price, but in no
event later than ten years after the date of grant of the Option.
7. Tax Withholding. The Company may deduct and withhold from any cash
otherwise payable to the Optionee (whether payable as salary, bonus or other
compensation) such amount as may be required for the purpose of satisfying the
Company's obligation to withhold Federal, state or local taxes. Further, in the
event the amount so withheld is insufficient for such purpose, the Company may
require that the Optionee pay to the Company upon its demand or otherwise make
arrangements satisfactory to the Company for payment of such amount as may be
requested by the Company in order to satisfy its obligation to withhold any such
taxes.
The Optionee shall be permitted to satisfy the Company's tax
withholding requirements by making a written election (in accordance with such
rules and regulations and in such form as the Committee may determine) to have
the Company withhold shares of Common Stock otherwise issuable to the Optionee
(the "Withholding Election") having a fair market value on the date income is
recognized (the "Tax Date") pursuant to the exercise of the Option equal to the
minimum amount required to be withheld. If the number of shares of Common Stock
withheld to satisfy withholding tax requirements shall include a fractional
share, the number of shares withheld shall be reduced to the next lower whole
number and the Optionee shall deliver cash in lieu of such fractional share, or
otherwise make arrangements satisfactory to the Company for payment of such
amount. A Withholding Election must be received by the Secretary of the Company
on or prior to the Tax Date.
8. Capital Adjustments Affecting the Common Stock. The number of
Optioned Shares subject hereto and the related per share exercise price shall be
subject to adjustment in accordance with Section 4(b) of the Plan.
9. Designation of Beneficiary. (a) The person whose name appears on
the signature page hereof after the caption "Beneficiary" or any successor
designated by the Optionee in accordance herewith (the person who is the
Optionee's beneficiary at the time of his death is
-3-
<PAGE>
herein referred to as the "Beneficiary") shall be entitled to exercise the
Option, to the extent it is exercisable, after the death of the Optionee. The
Optionee may from time to time revoke or change his beneficiary without the
consent of any prior beneficiary by filing a new designation with the Committee.
The last such designation received by the Committee shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Committee prior to the Optionee's death, and
in no event shall any designation be effective as of a date prior to such
receipt.
(b) If no such Beneficiary designation is in effect at the time of the
Optionee's death, or if no designated Beneficiary survives the Optionee or if
such designation conflicts with law, the Optionee's estate acting through his
legal representative shall be entitled to exercise the Option, to the extent it
is exercisable after the death of the Optionee. If the Committee is in doubt as
to the right of any person to exercise the Option, the Company may refuse to
recognize such exercise, without liability for any interest or dividends on the
Optioned Shares, until the Committee determines the person entitled to exercise
the Option, or the Company may apply to any court of appropriate jurisdiction
and such application shall be a complete discharge of the liability of the
Company therefor.
10. Transfer Restriction. The shares to be acquired upon exercise of
the Option may not be sold or offered for sale except pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or in a
transaction which, in the opinion of counsel for the Company, is exempt from the
registration provisions of said Act.
11. Status of Optionee. The Optionee shall not be deemed for any
purposes to be a shareholder of the Company with respect to any of the Optioned
Shares except to the extent that the Option shall have been exercised with
respect thereto, the shares shall have been fully paid, and a stock certificate
issued therefor. Neither the Plan nor the Option shall confer upon the Optionee
any right to continue in the employ of the Company, nor to interfere in any way
with the right of the Company to terminate the employment of the Optionee at any
time.
12. Powers of the Company Not Affected. The existence of the Option
shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
bonds, debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or dissolution or liquidation of the
Company, or any sale or transfer of all or any part of the Company's assets or
business or any other corporate act or proceeding, whether of a similar
character or otherwise.
13. Interpretation by Committee. As a condition of the granting of the
Option, the Optionee agrees, for himself and his legal representatives or
guardians, that this Agreement shall be interpreted by the Committee and that
any interpretation by the Committee of the terms of this Agreement and any
determination made by the Committee pursuant to this Agreement shall be final,
binding and conclusive.
-4-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers and its corporate seal to be hereunto
affixed, and the Optionee has hereunto affixed his hand and seal as of the day
and year first above written.
BANTA CORPORATION
By:____________________________________
Donald D. Belcher
Chairman of the Board
and Chief Executive Officer
[CORPORATE SEAL] Attest:________________________________
Ronald D. Kneezel, Secretary
____________________________________(SEAL)
Optionee
Beneficiary:_____________________________
Address of Beneficiary:__________________
_________________________________________
Beneficiary's Tax Identification
No.:_____________________________________
-5-
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
CLIENT/MATTER NUMBER
014530/0101
April 25, 2000
Banta Corporation
225 Main Street
Menasha, WI 54952
Ladies and Gentlemen:
We have acted as counsel for Banta Corporation, a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to an additional 1,000,000 shares of
the Company's common stock, $.10 par value (the "Common Stock"), and the
associated rights ("Rights") to purchase shares of Common Stock, that may be
issued pursuant to the Banta Corporation 1995 Equity Incentive Plan, as amended
(the "1995 Plan"). The additional shares of Common Stock and the Rights subject
to the Registration Statement relate to an amendment of the 1995 Plan adopted by
the Board of Directors and approved by the shareholders of the Company that
increased the aggregate number of shares issuable thereunder from 1,500,000 to
2,500,000. The terms of the Rights issuable under the 1995 Plan are as set forth
in that certain Rights Agreement (the "Rights Agreement"), dated as of October
29, 1991, by and between the Company and First Wisconsin Trust Company (n/k/a
Firstar Bank, N.A.).
In connection with our opinion as set forth below, we have examined:
(i) the 1995 Plan; (ii) signed copies of the Registration Statement; (iii) the
Company's Restated Articles of Incorporation and By-Laws, as amended to date;
(iv) the Rights Agreement; (v) corporate proceedings of the Company relating to
the adoption of the above-described amendment to the 1995 Plan and the issuance
of additional shares of Common Stock and Rights thereunder; and (vi) such other
proceedings, documents and records as we have deemed necessary to enable us to
render this opinion.
<PAGE>
Foley & Lardner
Banta Corporation
April 25, 2000
Page 2
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. The Common Stock subject to the Registration Statement, when issued
and paid for in the manner provided in the 1995 Plan, will be validly issued,
fully paid and nonassessable and no personal liability will attach to the
ownership thereof, except with respect to wage claims of employees of the
Company for services performed, not to exceed six months' service in any one
case, as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law and judicial interpretations thereof.
3. The Rights subject to the Registration Statement, when issued
pursuant to the terms of the Rights Agreement, will be validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Securities Act, or within the
category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ FOLEY & LARDNER
Foley & Lardner
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated January 31, 2000
included in and incorporated by reference in Banta Corporation's Form 10-K for
the fiscal year ended January 1, 2000 and to all references to our firm included
in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
April 24, 2000
